Common use of Corporate Authority Clause in Contracts

Corporate Authority. Yankees has all requisite corporate power and authority and has taken all corporate action necessary in order to authorize, execute, deliver and perform its obligations under this Agreement, and to consummate the Merger and the other transactions contemplated hereby, including with respect to taking all corporate action necessary in order to make inapplicable to Braves any ownership or voting restriction in the Yankees Organizational Documents, subject only (i) in the case of the Merger, to the adoption of this Agreement by the holders of a majority of the outstanding Yankees Shares entitled to vote thereon at a stockholders’ meeting duly called and held for such purpose (the “Yankees Requisite Vote”), and (ii) to the extent required, approval of the SEC or other Governmental Entity as contemplated in Section 3.1(f) or Section 4.4. This Agreement has been duly executed and delivered by Yankees and, assuming due execution and delivery by Braves and Merger Sub, constitutes a valid and binding agreement of Yankees enforceable against Yankees in accordance with its terms, subject, as to enforcement, to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles (the “Bankruptcy and Equity Exception”). The Yankees Board (A) has unanimously determined that the Merger is fair to, and in the best interests of, Yankees and its stockholders, approved and declared advisable this Agreement and the transactions contemplated by this Agreement, including the Merger; (B) has unanimously determined, subject to Section 4.2(d), to recommend that Yankees stockholders approve the adoption of this Agreement and the transactions contemplated by this Agreement (such recommendation, the “Yankees Recommendation”); (C) directed that this Agreement be submitted to the holders of Yankees Shares for their adoption; and (D) has received the opinion of its financial advisor, Xxxxxxx Xxxxxxxx Partners LP, to the effect that, as of the date of such opinion and based upon and subject to the assumptions, qualifications and limitations set forth therein, the Merger Consideration is fair, from a financial point of view, to the holders of Yankees Shares (other than Braves or any of its Affiliates), a copy of which opinion will be provided to Braves as promptly as practicable following the execution of this Agreement. It is agreed and understood that such opinion is for the benefit of the Yankees Board and may not be relied on by Braves.

Corporate Authority. Yankees (a) The Company has all requisite corporate power and authority to execute and has taken all corporate action necessary in order deliver this Agreement and to authorizeconsummate the Transactions, execute, deliver including the Offer and perform its obligations under the Merger. The execution and delivery of this Agreement, and to consummate the Merger consummation of the Transactions and the other transactions contemplated herebyby the Letter Agreement, including have been duly and validly authorized by the Company Board of Directors and no other corporate proceedings (pursuant to the Company Governing Documents or otherwise) on the part of the Company are necessary to authorize the consummation of, and to consummate, the Transactions or the transactions contemplated by the Letter Agreement, except, with respect to taking all corporate action necessary in order the Merger, for the filing of the Certificate of Merger with the Secretary of State of the State of Delaware. On or prior to make inapplicable to Braves any ownership or voting restriction in the Yankees Organizational Documentsdate hereof, subject only the Company Board of Directors has unanimously (i) in determined that the case terms of the Transactions, including the Offer and the Merger, to the adoption of this Agreement by the holders of a majority of the outstanding Yankees Shares entitled to vote thereon at a stockholders’ meeting duly called and held for such purpose (the “Yankees Requisite Vote”), and (ii) to the extent required, approval of the SEC or other Governmental Entity as contemplated in Section 3.1(f) or Section 4.4. This Agreement has been duly executed and delivered by Yankees and, assuming due execution and delivery by Braves and Merger Sub, constitutes a valid and binding agreement of Yankees enforceable against Yankees in accordance with its terms, subject, as to enforcement, to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles (the “Bankruptcy and Equity Exception”). The Yankees Board (A) has unanimously determined that the Merger is are fair to, and in the best interests of, Yankees the Company and its stockholdersthe Company Stockholders, approved (ii) determined that it is in the best interests of the Company and the Company Stockholders, and declared advisable this Agreement and the transactions contemplated by it advisable, to enter into this Agreement, including (iii) approved the Merger; (B) has unanimously determined, subject to Section 4.2(d), to recommend that Yankees stockholders approve execution and delivery by the adoption Company of this Agreement (including the “agreement of merger” as such term is used in Section 251 of the DGCL), the performance by the Company of its covenants and agreements contained herein and the transactions contemplated by this Agreement (such recommendationconsummation of the Offer, the “Yankees Recommendation”); (C) directed that this Agreement be submitted to Merger and the holders of Yankees Shares for their adoption; and (D) has received other Transactions upon the opinion of its financial advisor, Xxxxxxx Xxxxxxxx Partners LP, to the effect that, as of the date of such opinion and based upon terms and subject to the assumptionsconditions contained herein and (iv) resolved to recommend that the Company Stockholders accept the Offer and tender their shares of Company Common Stock to Purchaser pursuant to the Offer. None of the foregoing actions by the Company Board of Directors has been rescinded or modified in any way (unless such rescission or modification has been effected after the date hereof in accordance with the terms of Section 6.3). (b) Assuming (i) the satisfaction of the Minimum Condition, qualifications (ii) the absence of any amendment, modification or other change to the DGCL or this Agreement that would render Section 251(h) of the DGCL inapplicable to this Agreement and limitations (iii) the accuracy of Parent’s and Purchaser’s representations and warranties set in forth thereinSection 5.14, the Merger Consideration is fair, from a financial point no vote of view, to the holders of Yankees Shares (Company Common Stock or other than Braves or any of its Affiliates), a copy of which opinion will be provided to Braves as promptly as practicable following the execution of this Agreement. It is agreed and understood that such opinion is for the benefit capital stock of the Yankees Board Company is necessary to adopt this Agreement and consummate the Merger under applicable Law or the Company Governing Documents. (c) This Agreement has been duly and validly executed and delivered by the Company and, assuming this Agreement constitutes the valid and binding agreement of Parent and Purchaser, constitutes the valid and binding agreement of the Company, enforceable against the Company in accordance with its terms, except that (i) such enforcement may not be relied on by Bravessubject to applicable bankruptcy, insolvency, examinership, reorganization, moratorium or other similar Laws, now or hereafter in effect, relating to creditors’ rights generally and (ii) equitable remedies of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought (collectively, the “Enforceability Limitations”).

Corporate Authority. Yankees Each of the Company, School, Travel, Technology and Print has all (or will have at the time of such act) the requisite corporate power and authority and has taken all corporate action necessary in order to authorize, execute, deliver and perform its obligations under this Agreement, each Transaction Agreement to which it is or will be a party and to consummate the Merger and the other transactions contemplated herebythereby other than, including with respect to taking all corporate action necessary in order to make inapplicable to Braves any ownership or voting restriction in the Yankees Organizational DocumentsDistributions, subject only (i) in the case formal declaration of the MergerDistributions by the Company's Board of Directors (provided that, with respect to the adoption issuance and sale by the Company of this Agreement the Shares, the Special Warrants and the Warrants, the Company shall obtain pursuant to Nasdaq Stock Market rules the approval of such issuance and sale by the affirmative vote of the holders of a majority of the outstanding Yankees Shares shares of Common Stock represented at the Company Meeting and entitled to vote thereon at a stockholders’ meeting duly called and held for such purpose (the “Yankees Requisite Vote”"Company Stockholder Approval")). The execution, delivery and performance of each Transaction Agreement by the Company and the consummation by the Company of the Pre-Distribution Transactions, the Distributions, the Proposed Financings, the Tender Offer and the issuance and sale by the Company of the Shares, Special Warrants and Warrants and of the other transactions contemplated by the Transaction Agreements have been duly authorized (or will have been duly authorized at the time of such act) by the Company's Board of Directors, and no other corporate proceedings on the part of the Company are necessary to authorize any Transaction Agreement or for the Company to consummate the Transactions so contemplated (ii) other than, with respect to the extent issuance and sale by the Company of the Shares, the Special Warrants and the Warrants, the Company Stockholder Approval and, with respect to the Distributions, formal declaration of the Distributions by the Company's Board of Directors). The execution, delivery and performance by each of School, Travel, Technology and Print of each Transaction Agreement to which it will be party and the consummation by it of the Transactions contemplated thereby will be duly authorized at the time of such act by the Board of Directors and the stockholders of each, if required, approval and no other corporate proceedings on the part of School, Travel, Technology or Print will be necessary to authorize the SEC execution, delivery and performance of any Transaction Agreement to which they will be a party or other Governmental Entity as contemplated in Section 3.1(f) for them to consummate the Transactions so contemplated. Each Transaction Agreement to which the Company, School, Travel, Technology or Section 4.4. This Agreement has been duly Print is or will be a party is, or when executed and delivered by Yankees andwill be, assuming due execution and delivery by Braves and Merger Sub, constitutes a valid and binding agreement of Yankees such party, enforceable against Yankees such party in accordance with its termsthe terms thereof, subject, as to enforcement, to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles assuming (the “Bankruptcy and Equity Exception”). The Yankees Board (A) has unanimously determined that the Merger is fair to, and in the best interests of, Yankees and its stockholders, approved and declared advisable this Agreement and the transactions contemplated by this Agreement, including the Merger; (B) has unanimously determined, subject to Section 4.2(d), to recommend that Yankees stockholders approve the adoption case of this Agreement and the transactions contemplated by this Registration Rights Agreement) that each Transaction Agreement to which Purchaser is a party is a valid and binding agreement of Purchaser. (such recommendation, the “Yankees Recommendation”c); (C) directed that this Agreement be submitted to the holders of Yankees Shares for their adoption; and (D) has received the opinion of its financial advisor, Xxxxxxx Xxxxxxxx Partners LP, to the effect that, as of the date of such opinion and based upon and subject to the assumptions, qualifications and limitations set forth therein, the Merger Consideration is fair, from a financial point of view, to the holders of Yankees Shares (other than Braves or any of its Affiliates), a copy of which opinion will be provided to Braves as promptly as practicable following the execution of this Agreement. It is agreed and understood that such opinion is for the benefit of the Yankees Board and may not be relied on by Braves.

Corporate Authority. Yankees (a) No vote of holders of units of TMLP is necessary to approve this Agreement, the Merger, the GP Merger and the other transactions contemplated by this Agreement. Each of the TMLP Parties and the Merger Subs has all requisite corporate power and authority and has taken all corporate action necessary in order to authorize, execute, deliver and perform its obligations under this Agreement, Agreement and to consummate the Merger, the GP Merger and the other transactions contemplated hereby, including with respect to taking all corporate action necessary in order to make inapplicable to Braves any ownership or voting restriction in the Yankees Organizational Documents, subject only (i) in the case of the Merger, to the adoption of by this Agreement by the holders of a majority of the outstanding Yankees Shares entitled to vote thereon at a stockholders’ meeting duly called and held for such purpose (the “Yankees Requisite Vote”), and (ii) to the extent required, approval of the SEC or other Governmental Entity as contemplated in Section 3.1(f) or Section 4.4Agreement. This Agreement has been been, and the TMLP Partnership Agreement Amendment will be, duly executed and delivered by Yankees andthe applicable TMLP Parties and this Agreement constitutes, assuming due execution and delivery by Braves and Merger Subthe TMLP Partnership Agreement Amendment will constitute, constitutes a valid and binding agreement of Yankees the applicable TMLP Parties enforceable against Yankees such TMLP Parties in accordance with its terms, subject, as subject to enforcement, to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles (the “Bankruptcy and Equity Exception”). -38- US-DOCS\87676517.23 (b) The Yankees Board TMLP Conflicts Committee has, acting in good faith, unanimously (Ai) has unanimously determined that the Merger is in the best interest of TMLP and its Subsidiaries treated as a single consolidated group and fair and reasonable to, and in the best interest of TMLP and the holders (other than Andeavor and its affiliates) of TMLP Common Units, (ii) approved and declared advisable the Merger and the consummation of the transactions contemplated hereby, and (iii) recommended that the TMLP Board approve the Merger, the Transaction Documents and the consummation of the transactions contemplated hereby and thereby, including the Merger. Upon the receipt of the recommendation of the TMLP Conflicts Committee, at a meeting duly called and held, the TMLP Board (i) determined that this Agreement, the Merger and the other transaction documents contemplated by the Merger Agreement are fair to, and in the best interests of, Yankees TMLP and its stockholderspartners, TMLP GP and its members and each of the Merger Subs, and (ii) approved and declared advisable this Agreement Agreement, the other Transaction Documents to which TMLP and TMLP GP are a party and the transactions contemplated by this Agreementhereby and thereby, including the Merger; . Following such approval, (BA) has unanimously determinedthe members of TMLP GP approved this Agreement, subject the other Transaction Documents to Section 4.2(d), to recommend that Yankees stockholders approve the adoption of this Agreement which TMLP GP is a party and the transactions contemplated hereby and thereby, including the GP Merger, by this Agreement written consent, and (such recommendationB) TMLP, as the sole member of each of LP Merger Sub and GP Merger Sub, executed and delivered the LP Merger Sub Member Consent and the GP Merger Sub Member Consent. (c) Prior to the Effective Time, the “Yankees Recommendation”); (C) directed that this Agreement TMLP Parties will have taken all necessary action to permit TMLP to issue the number of TMLP Common Units required to be submitted issued by it pursuant to the holders of Yankees Shares for their adoption; and (D) has received the opinion of its financial advisorArticle IV. The TMLP Common Units, Xxxxxxx Xxxxxxxx Partners LPwhen issued, to the effect that, as of the date of such opinion and based upon and subject to the assumptions, qualifications and limitations set forth therein, the Merger Consideration is fair, from a financial point of view, to the holders of Yankees Shares (other than Braves or any of its Affiliates), a copy of which opinion will be provided to Braves as promptly as practicable following validly issued, fully paid and nonassessable, and no unitholder of TMLP will have any preemptive right of subscription or purchase in respect thereof. The TMLP Common Units, when issued, will be registered under the execution of this Agreement. It is agreed Securities Act and understood that such opinion is for the benefit of the Yankees Board Exchange Act and may not be relied on by Bravesregistered or exempt from registration under any applicable state securities or “blue sky” Laws.

Corporate Authority. Yankees has all requisite corporate power Assuming the accuracy of the representations and authority warranties of Seller and has taken Seller Sub set forth in Section 3.01(bb), all corporate action actions of Buyer and WB Sub necessary to authorize the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby, in order each case by Buyer and WB Sub, have been duly and validly taken, except for the adoption of this Agreement by the Required Buyer Vote (as defined in Section 4.01(bb)) and subject, in the case of the consummation of the Merger, to authorizethe filing and recordation of a certificate of merger as required by the OGCL and the filing and recordation of the articles of merger as required by the WVBCA. The Board of Directors of Buyer has, executeby unanimous vote of the directors, deliver and perform its obligations under duly adopted resolutions (i) approving this Agreement, and to consummate the Merger and the other transactions contemplated herebyhereby and thereby, including with respect to taking all corporate action necessary in order to make inapplicable to Braves any ownership or voting restriction in the Yankees Organizational Documents, subject only (i) in the case of the Merger, to the adoption of this Agreement by the holders of a majority of the outstanding Yankees Shares entitled to vote thereon at a stockholders’ meeting duly called and held for such purpose (the “Yankees Requisite Vote”), and (ii) to the extent required, approval of the SEC or other Governmental Entity as contemplated in Section 3.1(f) or Section 4.4. This Agreement has been duly executed and delivered by Yankees and, assuming due execution and delivery by Braves and Merger Sub, constitutes a valid and binding agreement of Yankees enforceable against Yankees in accordance with its terms, subject, as to enforcement, to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles (the “Bankruptcy and Equity Exception”). The Yankees Board (A) has unanimously determined declaring that the Merger it is fair to, and in the best interests of, Yankees and its stockholders, approved and declared advisable of Buyer’s shareholders that Buyer enter into this Agreement and consummate the transactions contemplated by Merger on the terms and subject to the conditions set forth in this Agreement, including the Merger; (Biii) has unanimously determined, subject to Section 4.2(d), to recommend declaring that Yankees stockholders approve the adoption of this Agreement is fair to Buyer and the transactions contemplated by this Agreement Buyer’s shareholders, (such recommendation, the “Yankees Recommendation”); (Civ) directed directing that this Agreement be submitted to the holders a vote at a meeting of Yankees Shares for their adoption; and (D) has received the opinion of its financial advisor, Xxxxxxx Xxxxxxxx Partners LP, Buyer’s shareholders to the effect that, as of the date of such opinion and based upon and subject to the assumptions, qualifications and limitations set forth therein, the Merger Consideration is fair, from a financial point of view, to the holders of Yankees Shares (other than Braves or any of its Affiliates), a copy of which opinion will be provided to Braves held as promptly as practicable following the execution of and (v) recommending that Buyer’s shareholders adopt this Agreement. It is agreed and understood that such opinion is for the benefit The Board of Directors of WB Sub has, by unanimous vote of the Yankees Board directors, duly adopted resolutions (i) approving this Agreement and may not be relied on by Braves(ii) declaring that it is in the best interests of WB Sub’s sole shareholder that WB Sub enter into this Agreement.

Corporate Authority. Yankees has all requisite All corporate power actions of Seller and authority Seller Sub necessary to authorize the execution, delivery and has taken all corporate action necessary performance of this Agreement and the consummation of the transactions contemplated hereby, in order each case by Seller and Seller Sub, have been duly and validly taken, except for the approval of the Merger by the Required Seller Vote (as defined in Section 3.01(kk)) and subject, in the case of the consummation of the Merger and the Bank Merger, to authorizethe filing and recordation of Articles of Merger as required by the MGCL and the WVBCA. The Seller’s Board of Directors (the “Seller Board”) has, executeby the unanimous vote of the directors voting on the matter, deliver and perform its obligations under duly adopted resolutions (i) approving this Agreement, and to consummate the Merger, the Bank Merger and the other transactions contemplated hereby, including with respect to taking all corporate action necessary in order to make inapplicable to Braves any ownership or voting restriction in the Yankees Organizational Documents, subject only (i) in the case of the Merger, to the adoption of this Agreement by the holders of a majority of the outstanding Yankees Shares entitled to vote thereon at a stockholders’ meeting duly called and held for such purpose (the “Yankees Requisite Vote”), and (ii) to the extent requireddeclaring this Agreement, approval of the SEC or other Governmental Entity as contemplated in Section 3.1(f) or Section 4.4. This Agreement has been duly executed and delivered by Yankees and, assuming due execution and delivery by Braves and Merger Sub, constitutes a valid and binding agreement of Yankees enforceable against Yankees in accordance with its terms, subject, as to enforcement, to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles (the “Bankruptcy and Equity Exception”). The Yankees Board (A) has unanimously determined that the Merger is fair toand the Bank Merger advisable on substantially the terms and conditions set forth in this Agreement, declaring the Merger in the best interest of Seller and its stockholders, and declaring this Agreement and the Bank Merger in the best interests of, Yankees of Old Line Bank and its stockholder, (iii) directing that the Merger be submitted to the Seller’s stockholders for their consideration at a meeting of Seller’s stockholders, approved and declared advisable (iv) to recommend that Seller’s stockholders approve the Merger in accordance with the provisions of Section 7.06(f) hereof. The Board of Directors of Seller Sub has, by the unanimous vote of the directors voting on the matter, duly adopted resolutions approving this Agreement and the transactions contemplated by this Agreement, including Bank Merger and declaring the Merger; (B) has unanimously determined, subject to Section 4.2(d), to recommend that Yankees stockholders approve Bank Merger advisable on substantially the adoption of this Agreement terms and the transactions contemplated by this Agreement (such recommendation, the “Yankees Recommendation”); (C) directed that this Agreement be submitted to the holders of Yankees Shares for their adoption; and (D) has received the opinion of its financial advisor, Xxxxxxx Xxxxxxxx Partners LP, to the effect that, as of the date of such opinion and based upon and subject to the assumptions, qualifications and limitations conditions set forth therein, the Merger Consideration is fair, from a financial point of view, to the holders of Yankees Shares (other than Braves or any of its Affiliates), a copy of which opinion will be provided to Braves as promptly as practicable following the execution of in this Agreement. It Seller Board has approved and directed that Seller, as the sole stockholder of Seller Sub, provide its written consent to the Bank Merger. Seller has no debt that is agreed and understood that such opinion is for the benefit of the Yankees Board and may not be relied on secured by BravesSeller Sub capital stock.

Corporate Authority. Yankees has all requisite All corporate power actions of Buyer and authority Buyer Sub necessary to authorize the execution, delivery and has taken all corporate action necessary performance of this Agreement and the consummation of the transactions contemplated hereby, in order each case by Buyer and Buyer Sub, have been duly and validly taken, except for the approval of the issuance of Buyer Shares under this Agreement in connection with the Merger by the Required Buyer Vote (as defined in Section 4.01(ee)) and subject, in the case of the consummation of the Merger and the Bank Merger, to authorizethe filing and recordation of articles of merger as required by the PBCL and the WVBCA. The Board of Directors of Buyer has, executeby unanimous vote of the directors, deliver and perform its obligations under duly adopted resolutions (i) approving this Agreement, and to consummate the Merger, the Bank Merger and the other transactions contemplated hereby, including with respect to taking all corporate action necessary in order to make inapplicable to Braves any ownership or voting restriction (ii) declaring that it is in the Yankees Organizational Documentsbest interests of Buyer’s shareholders that Buyer enter into this Agreement and consummate the Merger and the Bank Merger on the terms and subject to the conditions set forth in this Agreement, subject only (iii) directing that the issuance of Buyer Shares under this Agreement in connection with the Merger be submitted to a vote at a meeting of Buyer’s shareholders to be held as promptly as practicable and (iv) recommending that Buyer’s shareholders approve the issuance of Buyer Shares under this Agreement in connection with the Merger. The Board of Directors of Buyer Sub has, by unanimous vote of the directors, duly adopted resolutions (i) in approving this Agreement, the case of Bank Merger and the Merger, to the adoption of this Agreement by the holders of a majority of the outstanding Yankees Shares entitled to vote thereon at a stockholders’ meeting duly called and held for such purpose (the “Yankees Requisite Vote”), other transactions contemplated hereby and (ii) to the extent required, approval of the SEC or other Governmental Entity as contemplated in Section 3.1(f) or Section 4.4. This Agreement has been duly executed and delivered by Yankees and, assuming due execution and delivery by Braves and Merger Sub, constitutes a valid and binding agreement of Yankees enforceable against Yankees in accordance with its terms, subject, as to enforcement, to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles (the “Bankruptcy and Equity Exception”). The Yankees Board (A) has unanimously determined declaring that the Merger it is fair to, and in the best interests of, Yankees and its stockholders, approved and declared advisable this Agreement and the transactions contemplated by of Buyer Sub’s sole shareholder that Buyer Sub enter into this Agreement, including the Merger; (B) has unanimously determined, subject to Section 4.2(d), to recommend that Yankees stockholders approve the adoption of this Agreement and the transactions contemplated by this Agreement (such recommendation, the “Yankees Recommendation”); (C) directed that this Agreement be submitted to the holders of Yankees Shares for their adoption; and (D) has received the opinion of its financial advisor, Xxxxxxx Xxxxxxxx Partners LP, to the effect that, as of the date of such opinion and based upon and subject to the assumptions, qualifications and limitations set forth therein, the Merger Consideration is fair, from a financial point of view, to the holders of Yankees Shares (other than Braves or any of its Affiliates), a copy of which opinion will be provided to Braves as promptly as practicable following the execution of this Agreement. It is agreed and understood that such opinion is for the benefit of the Yankees Board and may not be relied on by Braves.

Corporate Authority. Yankees (a) FMCTI has all requisite corporate power and authority and has taken all corporate action necessary in order to authorize, execute, deliver and perform its obligations under the MOU and this Agreement, and to consummate the FMCTI Merger and the other transactions contemplated hereby, including with respect to taking all corporate action necessary in order to make inapplicable to Braves any ownership or voting restriction in the Yankees Organizational Documents, subject only to (i) the consummation of the Preliminary Transactions and the approvals and actions of the Transaction Entities formed pursuant thereto, and (ii) in the case of the FMCTI Merger, to the approval and adoption of this Agreement and the FMCTI Merger by the holders of a majority of the outstanding Yankees FMCTI Shares entitled to vote thereon at a stockholders’ meeting duly called and held for such purpose (the “Yankees FMCTI Requisite Vote”), and (ii) to the extent required, approval of the SEC or other Governmental Entity as contemplated in Section 3.1(f) or Section 4.4. This Agreement has been duly executed and delivered by Yankees and, assuming due execution and delivery by Braves and Merger Sub, constitutes is a valid and binding agreement of Yankees FMCTI enforceable against Yankees FMCTI in accordance with its terms, subject, as to enforcement, to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles (the “Bankruptcy and Equity Exception”). The Yankees Board FMCTI Board, at a meeting duly called and held: (A) has unanimously determined duly adopted resolutions (x) approving and declaring advisable the MOU and this Agreement and the transactions contemplated by the MOU and this Agreement, including the FMCTI Merger and (y) determining, subject to applicable Law, to recommend that the Merger is fair to, and in the best interests of, Yankees and its stockholders, approved and declared advisable FMCTI stockholders adopt this Agreement and the transactions contemplated by this Agreement, including the Merger; (B) has unanimously determined, subject to Section 4.2(d), to recommend that Yankees stockholders approve the adoption of this Agreement and the transactions contemplated by this Agreement (such recommendation, the “Yankees Recommendation”); (C) directed that this Agreement be submitted to the holders of Yankees the issued and outstanding shares of FMCTI Shares for their adoptionadoption as promptly as practicable; and (DC) authorized and approved the execution, delivery and performance of the MOU and this Agreement and the transactions by FMCTI. The FMCTI Board has received the oral opinion of its financial advisor, Xxxxxxx Xxxxxxxx Partners LPEvercore Group L.L.C., subsequently confirmed in writing, to the effect that, as of the date of such opinion and based upon and subject to the assumptions, qualifications and limitations set forth therein, the Merger Consideration FMCTI Exchange Ratio (after giving effect to the Technip Merger) is fair, from a financial point of view, to the holders of Yankees Shares each outstanding FMCTI Share (other than Braves or any holders of its AffiliatesExcluded FMCTI Shares), . FMCTI shall deliver a true and complete copy of which such opinion will be provided to Braves as Technip promptly as practicable following the execution and delivery of this Agreementthe MOU or the receipt by FMCTI of such written opinion, whichever is later. It is agreed and understood that such Such opinion is for the benefit of the Yankees FMCTI Board and may not be relied on by BravesTechnip. (b) Topco (subject to any actions expressly contemplated hereunder to be taken after the date hereof and prior to the Technip Effective Time) has and, as of the Closing, Topco and each Transaction Entity will have all requisite corporate power and authority and will have taken all corporate action necessary in order to authorize, deliver and perform its obligations under the MOU and this Agreement and to consummate the Mergers and the other transactions contemplated hereby. The MOU and this Agreement is a valid and binding agreement of Topco enforceable against it in accordance with its terms, subject, as to enforcement, to the Bankruptcy and Equity Exception. Each of the sole stockholder of Topco and the Topco Board has approved and authorized the MOU, this Agreement, the Mergers and the other transactions contemplated hereby and thereby (subject to the consummation of the Preliminary Transactions and approval of the Cross-Border Merger Terms pursuant to Section 5.3(a)). (c) Technip has all requisite company power and authority and has taken all company action necessary in order to authorize, execute, deliver and perform its obligations under the MOU and, as of the date of this Agreement, this Agreement, and to consummate the Technip Merger and the other transactions contemplated hereby, subject only, in the case of the Technip Merger, to the approval of (i) the removal of the double voting rights attached to the Technip Shares continuously held in registered form by the same shareholder for a minimum of two years by a vote of the holders of at least two-thirds of the voting rights attached to the Technip Shares carrying double voting rights present at a special meeting of their holders in which at least one-third of the Technip Shares carrying double voting rights are represented and (ii) the Cross-Border Merger Terms and the Technip Merger by a vote of the holders of at least two-thirds of the voting rights attached to the Technip Shares present at a meeting of the stockholders of Technip in which at least twenty-five percent (25%) of the Technip Shares are represented, ((i) and (ii) being collectively referred to as, the “Technip Requisite Vote”). This Agreement is a valid and binding agreement of Technip, enforceable against Technip in accordance with its terms, subject, as to enforcement, to the Bankruptcy and Equity Exception. The Technip Board, at a meeting duly called and held, (i) determined that the project consisting of the Technip Merger and the other transactions contemplated by this Agreement is consistent with and will further the business objectives and goals of Technip, and is in the best interests of Technip, its stockholders, other stakeholders and, subject to the information and consultation of the Works Councils (as defined in the MOU), its employees, (ii) approved the MOU, the joint press release mutually agreed by Technip and FMCTI attached thereto and, subject to the information and consultation of the Works Councils, the project consisting of the Technip Merger and the other transactions contemplated by this Agreement, and (iii) determined, subject to its duties under applicable Law and the information and consultation of the Works Councils, to recommend that the Technip stockholders and Works Councils support the business combination transaction contemplated hereby. The Technip Board has received the opinions of its financial advisors, Xxxxxxx Xxxxx Xxxxx Inc. et Cie and Rothschild & Cie, to the effect that, as of the date of such opinions, based upon and subject to the assumptions, qualifications and limitations set forth therein and taking into account the FMCTI Merger, the Technip Exchange Ratio is fair, from a financial point of view, to the holders of Technip Shares (other than holders of Excluded Technip Shares and, in connection with the opinion of Xxxxxxx Xxxxx Xxxxx Inc. et Cie, FMCTI and its affiliates). Technip shall deliver a true and complete copy of each such opinion to FMCTI promptly following the execution and delivery of the MOU or the receipt by Technip of such written opinion, whichever is later. Such opinions are for the benefit of the Technip Board and may not be relied on by FMCTI.

Corporate Authority. Yankees (a) Assuming the accuracy of Parent’s representations and warranties in Section 5.14, the Company has all requisite corporate power and authority to execute and has taken all corporate action necessary in order to authorize, execute, deliver and perform its obligations under this Agreement, Agreement and to consummate the Merger Transactions, including the Offer and the other Merger. Assuming the accuracy of Parent’s representations and warranties in Section 5.14, the execution and delivery of this Agreement and the Tender and Support Agreements and the consummation of the Transactions and the transactions contemplated herebyby the Tender and Support Agreements have been duly and validly authorized by the Company Board of Directors (including any committees thereof) and no other corporate proceedings (pursuant to the Company Governing Documents or otherwise) on the part of the Company are necessary to authorize the consummation of, including and to consummate, the Transactions or the transactions contemplated by the Tender and Support Agreements, except, with respect to taking all corporate action necessary in order the Merger, for the filing of the Certificate of Merger with the Secretary of State of the State of Delaware. On or prior to make inapplicable to Braves any ownership or voting restriction in the Yankees Organizational Documentsdate hereof, subject only the Company Board of Directors has unanimously (i) in determined that the case terms of the Transactions, including the Offer and the Merger, to the adoption of this Agreement by the holders of a majority of the outstanding Yankees Shares entitled to vote thereon at a stockholders’ meeting duly called and held for such purpose (the “Yankees Requisite Vote”), and (ii) to the extent required, approval of the SEC or other Governmental Entity as contemplated in Section 3.1(f) or Section 4.4. This Agreement has been duly executed and delivered by Yankees and, assuming due execution and delivery by Braves and Merger Sub, constitutes a valid and binding agreement of Yankees enforceable against Yankees in accordance with its terms, subject, as to enforcement, to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles (the “Bankruptcy and Equity Exception”). The Yankees Board (A) has unanimously determined that the Merger is are fair to, and in the best interests of, Yankees the Company and its stockholdersthe Company Stockholders, approved (ii) determined that it is in the best interests of the Company and the Company Stockholders, and declared advisable this Agreement and the transactions contemplated by it advisable, to enter into this Agreement, including (iii) approved the Merger; (B) has unanimously determined, subject to Section 4.2(d), to recommend that Yankees stockholders approve execution and delivery by the adoption Company of this Agreement (including the agreement of merger, as such term is used in Section 251 of the DGCL), the performance by the Company of its covenants and agreements contained herein and the transactions contemplated by this Agreement (such recommendationconsummation of the Offer, the “Yankees Recommendation”); (C) directed that this Agreement be submitted to Merger and the holders of Yankees Shares for their adoption; and (D) has received other Transactions upon the opinion of its financial advisor, Xxxxxxx Xxxxxxxx Partners LP, to the effect that, as of the date of such opinion and based upon terms and subject to the assumptionsconditions contained herein, qualifications (iv) resolved to recommend that the Company Stockholders accept the Offer and limitations set forth thereintender their shares of Company Common Stock to Purchaser pursuant to the Offer and (v) approved the execution and delivery of the Tender and Support Agreements by the Company Stockholders party thereto. None of the foregoing actions by the Company Board of Directors have been rescinded or modified in any way (unless such recession or modification has been effected after the date hereof in accordance with the terms of Section 6.3). (b) Assuming the satisfaction of the Minimum Condition and assuming the accuracy of Parent’s representations and warranties in Section 5.14, the Merger Consideration is fairno vote, from a financial point consent or approval of view, to the holders of Yankees Shares (Company Common Stock or other than Braves or any of its Affiliates), a copy of which opinion will be provided to Braves as promptly as practicable following the execution of this Agreement. It is agreed and understood that such opinion is for the benefit capital stock of the Yankees Board Company is necessary to adopt this Agreement and consummate the Merger under applicable Law or the Company Governing Documents. (c) This Agreement has been duly and validly executed and delivered by the Company and, assuming this Agreement constitutes the valid and binding agreement of Parent and Purchaser, constitutes the valid and binding agreement of the Company, enforceable against the Company in accordance with its terms, except that (i) such enforcement may not be relied on by Bravessubject to applicable bankruptcy, insolvency, examinership, reorganization, moratorium or other similar Laws, now or hereafter in effect, relating to creditors’ rights generally and (ii) equitable remedies of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought (collectively, the “Enforceability Limitations”).

Corporate Authority. Yankees (i) The Company and EFIH have each approved this Agreement and the EFH Subject Transactions and no vote or consent of any equity holder of the Company or EFIH, or any other corporate or limited liability company action, is necessary to approve this Agreement or the EFH Subject Transactions on behalf of the Company and EFIH (other than the requisite votes for approval of the Plan of Reorganization under the Bankruptcy Code). Each of the Company and EFIH has all requisite corporate or limited liability company power and authority and has taken all corporate or limited liability company action necessary in order to authorize, execute, execute and deliver and perform its obligations under each of this Agreement, and to consummate the Merger Equity Commitment Letter, the Backstop Agreement and the other transactions contemplated herebyPlan Support Agreement (collectively, including with respect this Agreement, the Backstop Agreement and the Equity Commitment Letter, the “Signing Date Agreements”) and, prior to taking their execution and delivery, which shall occur prior to the First Closing Date, will have taken all corporate or limited liability company action necessary in order to make inapplicable execute and deliver each other agreement contemplated hereby (collectively with the Signing Date Agreements, the “Transaction Agreements”) to Braves any ownership be executed by the Company and EFIH prior to or voting restriction in at the Yankees Organizational DocumentsFirst Closing, subject only (i) in and to perform its obligations under each Transaction Agreement to be executed by the case Company and EFIH and to consummate the EFH Subject Transactions. Each of the Merger, to the adoption of this Agreement by the holders of a majority of the outstanding Yankees Shares entitled to vote thereon at a stockholders’ meeting duly called and held for such purpose (the “Yankees Requisite Vote”), and (ii) to the extent required, approval of the SEC or other Governmental Entity as contemplated in Section 3.1(f) or Section 4.4. This Agreement Signing Date Agreements has been duly executed and delivered by Yankees each of the Company and EFIH and, assuming due execution subject to the entry of an order of the Bankruptcy Court that is in form and delivery by Braves substance reasonably satisfactory to the Company and Merger SubParent (a) approving and authorizing the Company and EFIH to enter into the Signing Date Agreements, and (b) authorizing the Company and EFIH to perform their respective obligations hereunder and thereunder; each constitutes a valid and binding agreement of Yankees each of the Company and EFIH and each is enforceable against Yankees each of the Company and EFIH in accordance with its terms, subject, as to enforcement, to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws . (ii) The board of general applicability relating to or affecting creditors’ rights and to general equity principles directors of the Company (the “Bankruptcy and Equity ExceptionCompany Board”). The Yankees Board (A) has unanimously determined declared that the Merger is fair to, EFH Subject Transactions are advisable and in the best interests ofof the Company and the stakeholders of the Company, Yankees and its stockholders, has approved and declared advisable this adopted each Signing Date Agreement which declaration, approval, adoption and consent are in full force and effect and have not been rescinded or modified. In addition, each of (A) the transactions contemplated by this Agreement, including board of managers of EFIH (the Merger; “EFIH Board”) and (B) a majority of the disinterested managers on the EFIH Board has unanimously determined, subject to Section 4.2(d), to recommend declared that Yankees stockholders approve the adoption EFH Subject Transactions are advisable and in the best interests of this Agreement EFIH and the transactions contemplated by this stakeholders of EFIH, has approved and adopted each Signing Date Agreement which declaration, approval and adoption are in full force and effect and have not been rescinded or modified. (iii) The Company Board has taken all action so that neither Parent nor OV2 nor any Equity Commitment Party will be an “affiliated shareholder” (as such recommendation, the “Yankees Recommendation”); (C) directed that this Agreement be submitted to the holders of Yankees Shares for their adoption; and (D) has received the opinion of its financial advisor, Xxxxxxx Xxxxxxxx Partners LP, to the effect that, as term is defined in Section 21.602 of the date TBOC) or prohibited from entering into or consummating a “business combination” (as such term is defined in Section 21.604 of such opinion and based upon and subject to the assumptions, qualifications and limitations set forth therein, TBOC) with the Merger Consideration is fair, from Company as a financial point result of view, to the holders of Yankees Shares (other than Braves or any of its Affiliates), a copy of which opinion will be provided to Braves as promptly as practicable following the execution of this Agreement. It is agreed and understood that such opinion is for Agreement or the benefit consummation of any of the Yankees Board and may not be relied on by BravesTransactions. No other “fair price,” “moratorium,” “control share acquisition,” “business combination” or any other anti-takeover statute or regulation or any anti-takeover provision in the certificate of formation or bylaws of the Company is applicable to the EFH Subject Transactions.

Corporate Authority. Yankees (a) Belpointe REIT has all requisite corporate power and authority to execute and has taken all corporate action necessary in order to authorize, execute, deliver and perform its obligations under this Agreement, Agreement and to consummate the Merger Transactions. The execution and delivery of this Agreement and consummation of the Transactions have been duly and validly authorized by the Belpointe REIT Board and no other transactions contemplated herebycorporate proceedings (pursuant to Belpointe REIT Governing Documents or otherwise) on the part of Belpointe REIT are necessary to authorize the consummation of, including with respect and to taking all corporate action necessary in order consummate, the Transactions. On or prior to make inapplicable to Braves any ownership or voting restriction in the Yankees Organizational Documentsdate hereof, subject only the Belpointe REIT Board has unanimously (i) in the case of the Merger, to the adoption of this Agreement by the holders of a majority of the outstanding Yankees Shares entitled to vote thereon at a stockholders’ meeting duly called and held for such purpose (the “Yankees Requisite Vote”), and (ii) to the extent required, approval of the SEC or other Governmental Entity as contemplated in Section 3.1(f) or Section 4.4. This Agreement has been duly executed and delivered by Yankees and, assuming due execution and delivery by Braves and Merger Sub, constitutes a valid and binding agreement of Yankees enforceable against Yankees in accordance with its terms, subject, as to enforcement, to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles (the “Bankruptcy and Equity Exception”). The Yankees Board (A) has unanimously determined that the Merger is terms of the Transactions are fair to, and in the best interests of, Yankees Belpointe REIT and its stockholdersthe Belpointe REIT Stockholders, approved (ii) determined that it is in the best interests of Belpointe REIT and the Belpointe REIT Stockholders, and declared advisable this Agreement and the transactions contemplated by it advisable, to enter into this Agreement, including (iii) approved the Merger; (B) has unanimously determined, subject to Section 4.2(d), to recommend that Yankees stockholders approve the adoption execution and delivery by Belpointe REIT of this Agreement Agreement, the performance by Belpointe REIT of its covenants and agreements contained herein and the transactions contemplated by this Agreement (such recommendation, the “Yankees Recommendation”); (C) directed that this Agreement be submitted to the holders of Yankees Shares for their adoption; and (D) has received the opinion of its financial advisor, Xxxxxxx Xxxxxxxx Partners LP, to the effect that, as consummation of the date of such opinion and based Transactions upon the terms and subject to the assumptionsconditions contained herein, qualifications and limitations set forth therein(iv) resolved to recommend that the Belpointe REIT Stockholders accept the Offer and tender their shares of Common Stock to Merger Sub pursuant to the Offer. None of the foregoing actions by the Belpointe REIT Board have been rescinded or modified in any way (unless such rescission or modification has been effected after the date hereof in accordance with the terms of Section 6.2). (b) Assuming the satisfaction of the Minimum Condition, the Merger Consideration is fair, from a financial point no vote of view, to the holders of Yankees Shares Common Stock or other capital stock of Belpointe REIT is necessary to adopt this Agreement or consummate the QOZB Sale or Conversion under applicable law and Belpointe REIT Governing Documents. (c) This Agreement has been duly and validly executed and delivered by Belpointe REIT and, assuming this Agreement constitutes the valid and binding agreement of Belpointe PREP and Merger Sub, constitutes the valid and binding agreement of Belpointe REIT, enforceable against Belpointe REIT in accordance with its terms, except that (i) such enforcement may be subject to applicable bankruptcy, insolvency, examinership, reorganization, moratorium or other than Braves similar laws, now or any hereafter in effect, relating to creditors’ rights generally, and (ii) equitable remedies of its Affiliates), a copy specific performance and injunctive and other forms of which opinion will equitable relief may be provided subject to Braves as promptly as practicable following equitable defenses and to the execution of this Agreement. It is agreed and understood that such opinion is for the benefit discretion of the Yankees Board and court before which any proceeding therefor may not be relied on by Bravesbrought.

Corporate Authority. Yankees Each of the Seller Parties has all requisite full corporate power and authority to execute and has taken all corporate action necessary in order deliver this Agreement and each of the Ancillary Agreements to authorizewhich it is a party and, execute, deliver and perform its obligations under this Agreement, and to consummate the Merger and the other transactions contemplated hereby, including with respect to taking all corporate action necessary in order to make inapplicable to Braves any ownership or voting restriction in the Yankees Organizational Documents, subject only (i) in the case of Seller Parent, subject only to (a) the Merger, to the adoption prior approval (by way of this Agreement poll) by the holders of a majority more than 50% of the outstanding Yankees Shares entitled to vote thereon votes held by Seller Parent Independent Shareholders, present in person or by proxy or (being a corporation) by duly authorized representative, at a stockholders’ meeting duly called and held for such purpose (the “Yankees Requisite Vote”)Seller Parent Shareholders Meeting, and (ii) to the extent required, approval of the SEC or other Governmental Entity as contemplated in Section 3.1(f) or Section 4.4. This Agreement has been duly executed and delivered by Yankees and, assuming due execution and delivery by Braves and Merger Sub, constitutes a valid and binding agreement of Yankees enforceable against Yankees in accordance with its terms, subject, as resolutions necessary to enforcement, to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles (the “Bankruptcy and Equity Exception”). The Yankees Board (A) has unanimously determined that the Merger is fair to, and in the best interests of, Yankees and its stockholders, approved and declared advisable this Agreement and the transactions contemplated by this Agreement, including the Merger; (B) has unanimously determined, subject to Section 4.2(d), to recommend that Yankees stockholders approve the adoption of this Agreement and the transactions contemplated by this Agreement and the Concurrent SPA, provided that the resolutions are approved (by way of poll) by Seller Parent Independent Shareholders holding at least 75% of the votes attaching to Seller Parent Shares held by them that are voted either in person or by proxy at Seller Parent Shareholders Meeting, and the number of votes cast (by way of poll) against such recommendationresolutions at Seller Parent Shareholders Meeting is not more than 10% of the votes attaching to all Seller Parent Shares held by Seller Parent Independent Shareholders; (b) the prior approval (by way of poll), by more than 75% of the votes attaching to Seller Parent Shares held by Seller Parent Shareholders present in person or by proxy or (being a corporation) by duly authorized representative at Seller Parent Shareholder Meeting of the resolutions necessary to approve the Distribution; (c) the prior approval (by way of poll) by more than 75% of the votes attaching to Seller Parent Shares held by Seller Independent Parent Shareholders that are voted either in person or by proxy at Seller Parent Shareholder Meeting of the resolutions necessary to approve the Withdrawal Proposal and the number of votes cast (by way of poll) against such resolutions at Seller Parent Shareholder Meeting is not more than 10% of the votes attaching to all Seller Parent Shares held by Seller Parent Independent Shareholders; and (d) the prior approval (by way of poll) by more than 75% of the votes attaching to Seller Parent Shares held by Seller Parent Shareholders that are voted either in person or by proxy or (being a corporation) by duly authorized representative at Seller Parent Shareholder Meeting of the resolutions necessary to approve the amendments to the articles of association of Seller Parent, the deregistration of Seller Parent from the Cayman Islands and continuation in the British Virgin Islands of Seller Parent as a British Virgin Islands business company and adoption of new memorandum and articles of association, and in each case under the applicable listing and corporate governance rules and regulations of the Hong Kong Exchange and all other applicable Laws, (collectively, the “Yankees RecommendationSeller Parent Requisite Vote”); (C) directed that , to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereunder and thereunder. The execution, delivery and performance by each of the Seller Parties of this Agreement be submitted to the holders of Yankees Shares for their adoption; and (D) has received the opinion of its financial advisor, Xxxxxxx Xxxxxxxx Partners LP, to the effect that, as each of the date Ancillary Agreements to which it is a party, and each of such opinion the transactions contemplated hereunder or thereunder, have been duly and based upon validly authorized, and, in the case of Seller Parent, except for Seller Parent Requisite Vote, no additional corporate or shareholder authorization or consent is required in connection with the execution, delivery and subject performance by the Seller Parties of this Agreement and each of the Ancillary Agreements to the assumptions, qualifications and limitations set forth therein, the Merger Consideration which it is fair, from a financial point of view, to the holders of Yankees Shares (other than Braves party or any of its Affiliates), a copy of which opinion will be provided to Braves as promptly as practicable following the execution of this Agreement. It is agreed and understood that such opinion is for the benefit of the Yankees Board and may not be relied on by Bravestransactions contemplated hereunder or thereunder.

Corporate Authority. Yankees (a) The Company has all the requisite corporate power and authority to execute and has taken all corporate action necessary in order to authorizedeliver this Agreement and, execute, deliver and perform its obligations under this Agreement, and to consummate the Merger and the other transactions contemplated hereby, including with respect to taking all corporate action necessary in order to make inapplicable to Braves any ownership or voting restriction in the Yankees Organizational Documents, subject only (i) in the case of the consummation of the Merger, subject to the adoption of this Agreement by the holders Company's stockholders, to consummate the transactions contemplated hereby. The execution and delivery by the Company of a majority this Agreement, and the consummation by the Company of the outstanding Yankees Shares entitled to vote thereon at a stockholders’ meeting transactions contemplated hereby, have been duly called and held for such purpose (authorized by its Board of Directors and, in the “Yankees Requisite Vote”), and (ii) to the extent required, approval case of the SEC consummation of the Merger, except for the adoption of this Agreement by the Company's stockholders, no other corporate or other Governmental Entity as stockholder action on the part of the Company is necessary to authorize the execution and delivery by the Company of this Agreement and the consummation by it of the transactions contemplated in Section 3.1(f) or Section 4.4hereby. This Agreement has been duly executed and delivered by Yankees and, assuming due execution the Company and delivery by Braves and Merger Sub, constitutes a valid and binding agreement of Yankees the Company and is enforceable against Yankees the Company in accordance with its terms, subject, as to enforcement, to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles (the “Bankruptcy and Equity Exception”). The Yankees preparation, filing and distribution of the Proxy Statement (as hereinafter defined) to be filed with the SEC has been duly authorized by the Board of Directors of the Company. (Ab) Prior to execution and delivery of this Agreement and the Stock Voting Agreements, the Board of Directors of the Company (at a meeting duly called and held) has unanimously (i) approved and declared advisable this Agreement, the Stock Voting Agreements, the Merger and the other transactions contemplated hereby and thereby, and such approval is sufficient to render inapplicable to the Merger and all other transactions contemplated hereby or thereby the restrictions contained in Section 203 of the DGCL, (ii) determined that the Merger is transactions contemplated hereby are fair to, to and in the best interests ofof the holders of Company Common Stock, Yankees and its stockholders, approved and declared advisable (iii) determined to recommend this Agreement and to the Company's stockholders for adoption at the stockholders meeting contemplated by Section 6.5(a) hereof. The affirmative vote of the holders of a majority of the outstanding shares of Company Common Stock, voting together as a single class, is the only vote of the holders of any class or series of the Company's capital stock necessary to adopt this Agreement or to approve the Merger or the transactions contemplated by this Agreement, including the Merger; (B) hereby. The Company has unanimously determined, subject taken all steps necessary to Section 4.2(d), to recommend that Yankees stockholders approve the adoption of this Agreement and irrevocably exempt the transactions contemplated by this Agreement (such recommendationand the Stock Voting Agreements from the provisions of Section 203 of the DGCL and from any applicable charter, organizational document or other agreement, arrangement or understanding to which the “Yankees Recommendation”); (C) directed that this Agreement be submitted Company is a party containing any change of control, "anti-takeover" or similar provision. To the Knowledge of the Company, no other state or foreign takeover statute is applicable to the holders of Yankees Shares for their adoption; and (D) has received Merger or the opinion of its financial advisor, Xxxxxxx Xxxxxxxx Partners LP, to the effect that, as of the date of such opinion and based upon and subject to the assumptions, qualifications and limitations set forth therein, the Merger Consideration is fair, from a financial point of view, to the holders of Yankees Shares (other than Braves or any of its Affiliates), a copy of which opinion will be provided to Braves as promptly as practicable following the execution of this Agreement. It is agreed and understood that such opinion is for the benefit of the Yankees Board and may not be relied on by Bravestransactions contemplated herein.

Corporate Authority. Yankees (a) The Company has all requisite corporate power and authority to execute and has taken all corporate action necessary in order to authorize, execute, deliver and perform its obligations under this Agreement, Agreement and to consummate the Merger Transactions, including the Merger. The execution and delivery of this Agreement and the consummation of the Transactions have been duly and validly authorized by the Company Board of Directors and no other transactions contemplated herebycorporate proceedings (pursuant to the Company Governing Documents or otherwise) on the part of the Company are necessary to authorize the consummation of, including and to consummate, the Transactions, except, with respect to taking all corporate action necessary in order the Merger, the receipt of the Company Stockholder Approval and, for the filing of the Certificate of Merger with the Secretary of State of the State of Delaware. On or prior to make inapplicable to Braves any ownership or voting restriction in the Yankees Organizational Documentsdate hereof, subject only the Company Board of Directors has unanimously (i) in determined that the case terms of the Transactions, including the Merger, to the adoption of this Agreement by the holders of a majority of the outstanding Yankees Shares entitled to vote thereon at a stockholders’ meeting duly called and held for such purpose (the “Yankees Requisite Vote”), and (ii) to the extent required, approval of the SEC or other Governmental Entity as contemplated in Section 3.1(f) or Section 4.4. This Agreement has been duly executed and delivered by Yankees and, assuming due execution and delivery by Braves and Merger Sub, constitutes a valid and binding agreement of Yankees enforceable against Yankees in accordance with its terms, subject, as to enforcement, to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles (the “Bankruptcy and Equity Exception”). The Yankees Board (A) has unanimously determined that the Merger is are fair to, and in the best interests of, Yankees the Company and its stockholdersthe Company Stockholders, approved (ii) determined that it is in the best interests of the Company and the Company Stockholders, and declared advisable it advisable, to enter into this Agreement Agreement, (iii) approved the execution and delivery by the Company of this Agreement, the performance by the Company of its covenants and agreements contained herein and the transactions contemplated by this Agreementconsummation of the Merger and the other Transactions upon the terms and subject to the conditions contained herein, and (iv) resolved to recommend that the Company Stockholders approve the Transactions, including the Merger; , and adopt this Agreement. None of the foregoing actions by the Company Board of Directors has been rescinded or modified in any way (Bunless a Change of Recommendation has been effected after the date hereof in accordance with the terms of Section 5.3). (b) has unanimously determined, subject The affirmative vote of the holders of a majority of the outstanding Company Common Stock entitled to Section 4.2(d), vote thereon (the “Company Stockholder Approval”) to recommend that Yankees stockholders approve the adoption Merger and adopt this Agreement is the only vote of the holders of any class or series of the Company’s capital stock necessary to approve and adopt this Agreement and to consummate the transactions contemplated Transactions, including the Merger. (c) This Agreement has been duly and validly executed and delivered by the Company and, assuming this Agreement constitutes the valid and binding agreement of Parent and Merger Sub, constitutes the valid and binding agreement of the Company, enforceable against the Company in accordance with its terms, except that (i) such recommendationenforcement may be subject to applicable bankruptcy, insolvency, examinership, reorganization, moratorium or other similar Laws, now or hereafter in effect, relating to creditors’ rights generally and (ii) equitable remedies of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any Proceeding therefor may be brought (collectively, the “Yankees RecommendationEnforceability Limitations”); (C) directed that this Agreement be submitted to the holders of Yankees Shares for their adoption; and (D) has received the opinion of its financial advisor, Xxxxxxx Xxxxxxxx Partners LP, to the effect that, as of the date of such opinion and based upon and subject to the assumptions, qualifications and limitations set forth therein, the Merger Consideration is fair, from a financial point of view, to the holders of Yankees Shares (other than Braves or any of its Affiliates), a copy of which opinion will be provided to Braves as promptly as practicable following the execution of this Agreement. It is agreed and understood that such opinion is for the benefit of the Yankees Board and may not be relied on by Braves.

Corporate Authority. Yankees has Subject to the requisite approval of this Agreement by the holders of two-thirds of the outstanding shares of Vision Bancshares Common Stock entitled to vote thereon (the “Required Vision Bancshares Vote”) (which is the only shareholder vote required thereon), the execution, delivery and performance of this Agreement and the transactions contemplated hereby have been authorized by all requisite corporate power and authority and has taken all necessary corporate action necessary in order to authorize, execute, deliver of Vision Bancshares and perform its obligations under the Vision Bancshares Board on or before the date hereof. The Vision Bancshares Board has duly adopted resolutions (i) approving and declaring advisable this Agreement, and to consummate the Merger and the other transactions contemplated hereby, including with respect to taking all corporate action necessary in order to make inapplicable to Braves any ownership or voting restriction ; (ii) declaring that it is in the Yankees Organizational Documentsbest interests of Vision Bancshares’ shareholders that Vision Bancshares enter into this Agreement and consummate the Merger on the terms and subject to the conditions set forth in this Agreement; (iii) declaring that this Agreement is fair to Vision Bancshares’ shareholders; (iv) directing that this Agreement be submitted to a vote of Vision Bancshares’ shareholders at the Vision Bancshares Meeting; and (v) recommending that Vision Bancshares’ shareholders approve this Agreement, subject only (i) which resolutions have not been subsequently rescinded, modified or withdrawn in the case any way as of the Merger, to the adoption date of execution of this Agreement and which will not be subsequently rescinded, modified or withdrawn in any way except as permitted by the holders of a majority of the outstanding Yankees Shares entitled to vote thereon at a stockholders’ meeting duly called and held for such purpose (the “Yankees Requisite Vote”), and (ii) to the extent required, approval of the SEC or other Governmental Entity as contemplated in Section 3.1(f) or Section 4.46.06. This Agreement has been duly executed and delivered by Yankees Vision Bancshares and, assuming the due authorization, execution and delivery by Braves and Merger SubPark, constitutes a the valid and legally binding agreement obligation of Yankees Vision Bancshares, enforceable against Yankees Vision Bancshares in accordance with its terms, subject, terms (except as to enforcement, to such enforceability may be limited by applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium moratorium, fraudulent transfer and other similar laws Laws of general applicability relating to or affecting creditors’ rights and to or by general equity principles (the “Bankruptcy and Equity Exception”). The Yankees Board (A) has unanimously determined that the Merger is fair to, and in the best interests of, Yankees and its stockholders, approved and declared advisable this Agreement and the transactions contemplated by this Agreement, including the Merger; (B) has unanimously determined, subject to Section 4.2(d), to recommend that Yankees stockholders approve the adoption of this Agreement and the transactions contemplated by this Agreement (such recommendation, the “Yankees Recommendation”); (C) directed that this Agreement be submitted except to the holders of Yankees Shares for their adoption; and (D) has received the opinion of its financial advisor, Xxxxxxx Xxxxxxxx Partners LP, extent such enforceability may be limited by Laws relating to the effect that, safety and soundness of insured depository institutions as of the date of such opinion and based upon and subject to the assumptions, qualifications and limitations set forth therein, in 12 U.S.C. Section 1818(b) or the Merger Consideration is fair, from appointment of a financial point of view, to conservator by the holders of Yankees Shares (other than Braves or any of its AffiliatesFDIC), a copy of which opinion will be provided to Braves as promptly as practicable following the execution of this Agreement. It is agreed and understood that such opinion is for the benefit of the Yankees Board and may not be relied on by Braves.

Corporate Authority. Yankees Each of the Company, School, Travel, Technology and Print has all (or will have at the time of such act) the requisite corporate power and authority and has taken all corporate action necessary in order to authorize, execute, deliver and perform its obligations under this Agreement, each Transaction Agreement to which it is or will be a party and to consummate the Merger and the other transactions contemplated herebythereby other than, including with respect to taking all corporate action necessary in order to make inapplicable to Braves any ownership or voting restriction in the Yankees Organizational DocumentsDistributions, subject only (i) in the case formal declaration of the MergerDistributions by the Company's Board of Directors (provided that, with respect to the adoption issuance and sale by the Company of this Agreement the Shares, the Special Warrants and the Warrants, the Company shall obtain pursuant to Nasdaq Stock Market rules the approval of such issuance and sale by the affirmative vote of the holders of a majority of the outstanding Yankees Shares shares of Common Stock represented at the Company Meeting and entitled to vote thereon at a stockholders’ meeting duly called and held for such purpose (the “Yankees Requisite Vote”"Company Stockholder Approval")). The execution, delivery and performance of each Transaction Agreement by the Company and the consummation by the Company of the Pre-Distribution Transactions, the Distributions, the Proposed Financings, the Tender Offer and the issuance and sale by the Company of the Shares, Special Warrants and Warrants and of the other transactions contemplated by the Transaction Agreements have been duly authorized (or will have been duly authorized at the time of such act) by the Company's Board of Directors, and no other corporate proceedings on the part of the Company are necessary to authorize any Transaction Agreement or for the Company to consummate the Transactions so contemplated (ii) other than, with respect to the extent issuance and sale by the Company of the Shares, the Special Warrants and the Warrants, the Company Stockholder Approval and, with respect to the Distributions, formal declaration of the Distributions by the Company's Board of Directors). The execution, delivery and performance by each of School, Travel, Technology and Print of each Transaction Agreement to which it will be party and the consummation by it of the Transactions contemplated thereby will be duly authorized at the time of such act by the Board of Directors and the stockholders of each, if required, approval and no other corporate proceedings on the part of School, Travel, Technology or Print will be necessary to authorize the SEC execution, delivery and performance of any Transaction Agreement to which they will be a party or other Governmental Entity as contemplated in Section 3.1(f) for them to consummate the Transactions so contemplated. Each Transaction Agreement to which the Company, School, Travel, Technology or Section 4.4. This Agreement has been duly Print is or will be a party is, or when executed and delivered by Yankees andwill be, assuming due execution and delivery by Braves and Merger Sub, constitutes a valid and binding agreement of Yankees such party, enforceable against Yankees such party in accordance with its termsthe terms thereof, subject, as to enforcement, to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles assuming (the “Bankruptcy and Equity Exception”). The Yankees Board (A) has unanimously determined that the Merger is fair to, and in the best interests of, Yankees and its stockholders, approved and declared advisable this Agreement and the transactions contemplated by this Agreement, including the Merger; (B) has unanimously determined, subject to Section 4.2(d), to recommend that Yankees stockholders approve the adoption case of this Agreement and the transactions contemplated by this Registration Rights Agreement) that each Transaction Agreement (such recommendation, the “Yankees Recommendation”); (C) directed that this Agreement be submitted to the holders which Purchaser is a party is a valid and binding agreement of Yankees Shares for their adoption; and (D) has received the opinion of its financial advisor, Xxxxxxx Xxxxxxxx Partners LP, to the effect that, as of the date of such opinion and based upon and subject to the assumptions, qualifications and limitations set forth therein, the Merger Consideration is fair, from a financial point of view, to the holders of Yankees Shares (other than Braves or any of its Affiliates), a copy of which opinion will be provided to Braves as promptly as practicable following the execution of this Agreement. It is agreed and understood that such opinion is for the benefit of the Yankees Board and may not be relied on by BravesPurchaser.

Corporate Authority. Yankees (a) The Company has all requisite corporate power and authority and has taken all corporate action necessary in order to authorize, execute, deliver and perform its obligations under this Agreement, Agreement and to consummate the Merger and the other transactions contemplated hereby, including with respect to taking all corporate action necessary in order to make inapplicable to Braves any ownership or voting restriction in the Yankees Organizational Documents, subject only (i) in the case of the Merger, to the adoption of this Agreement by the affirmative vote of the holders of at least a majority of each of the outstanding Yankees Company Common Stock, outstanding Series D Shares and outstanding Series E Shares, respectively, entitled to vote thereon at a stockholders’ meeting duly called thereon, and held for such purpose the unanimous consent of the holders of all of the outstanding Series B Shares (the “Yankees Requisite VoteCompany Stockholder Approval”), and (ii) to the extent required, approval filing and recording of the SEC Articles of Merger under the provisions of the NRS. The Company Stockholder Approval is the only vote of the holders of any class or series of capital stock of the Company necessary to adopt, approve or authorize this Agreement, the Merger and the other Governmental Entity as transactions contemplated in Section 3.1(f) or Section 4.4by this Agreement. This Agreement has been duly authorized and validly executed and delivered by Yankees the Company and, assuming due authorization, execution and delivery by Braves Parent and Merger Sub, constitutes a legal, valid and binding agreement obligation of Yankees the Company enforceable against Yankees the Company in accordance with its terms, subject, as to enforcement, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws Laws of general applicability relating to or affecting creditors’ rights and to general equity principles (the “Bankruptcy and Equity Exception”). The Yankees Board . (Ab) As of the date of this Agreement, the Company Board, by resolution duly adopted at a meeting duly called and held, has unanimously determined that the Merger is fair to, and in the best interests of, Yankees and its stockholders, (i) approved and declared advisable this Agreement and the Merger and the other transactions contemplated by this Agreement, including the Merger; (Bii) has unanimously determined, subject to Section 4.2(d), resolved to recommend that Yankees stockholders approve the adoption of this Agreement to the stockholders of the Company; and the transactions contemplated by this Agreement (such recommendation, the “Yankees Recommendation”); (Ciii) directed that this Agreement be submitted to the holders stockholders of Yankees Shares the Company for their adoption; . (c) Assuming the accuracy of the representations and warranties of Parent and Merger Sub set forth in Section 4.21, no “fair price,” “moratorium,” “control share acquisition” or other similar anti-takeover statute or regulation (Deach, a “Takeover Statute”) has received or any anti-takeover provision in the opinion Company’s certificate of its financial advisorincorporation and bylaws is, Xxxxxxx Xxxxxxxx Partners LPor at the Effective Time will be, applicable to the effect that, as of the date of such opinion and based upon and subject to the assumptions, qualifications and limitations set forth thereinCompany Common Stock, the Merger Consideration is fairor the other transactions contemplated by this Agreement. Assuming the accuracy of the representations and warranties of Parent and Merger Sub set forth in Section 4.21, from the Company Board has taken all action so that the Company will not be deemed to have agreed to any acquisition of a financial point controlling interest in an issuing corporation (as such terms are used in Sections 78.378 to 78.3793 inclusive of view, to the holders NRS) as a result of Yankees Shares (other than Braves or any of its Affiliates), a copy of which opinion will be provided to Braves as promptly as practicable following the execution of this Agreement. It is agreed and understood that such opinion is for , or the benefit consummation of the Yankees Board and may not be relied on by BravesMerger or the other transactions contemplated hereby.

Corporate Authority. Yankees has all requisite corporate power The execution, delivery and authority and has taken all corporate action necessary in order to authorizeperformance by Texaco, executeGOC or GRMC, deliver and perform its obligations under as appropriate, of this Agreement, and to consummate the Merger Trademark License Agreement, the Supply Agreement, the Delaware City Handling Agreement, the ECRA Agreement and the Mutual Cancellation Agreement (the Trademark License Agreement, the Supply Agreement, the Delaware City Handling Agreement, the ECRA Agreement and the Mutual Cancellation Agreement, being collectively referred to as the “Related Agreements”), the Assignment and Assumption Agreement, the Deeds (and other transactions contemplated herebyinstruments of conveyance referred to in Section 4 herein), including with respect the Bills of Sale (the Assignment and Assumption Agreement, the Deeds and related instruments of conveyance and the Bills of Sale being col- lectively referred to taking all corporate action necessary in order to make inapplicable to Braves any ownership or voting restriction in as the Yankees Organizational “Operative Documents”), subject only (i) in the case of the MergerConfidentiality Agreement among Buyer, to the adoption of this Agreement by the holders of a majority of the outstanding Yankees Shares entitled to vote thereon at a stockholders’ meeting duly called Texaco and held for such purpose GOC, dated February 15, 1984 (the “Yankees Requisite VoteConfidentiality Agreement”), and the Memorandum of Agreement, including without limitation, the sale, conveyance, assignment, transfer and delivery of the Assets contemplated hereby and thereby, have been duly and effectively authorized by the Boards of Directors (or Executive Committees) of Texaco and of each Member of the GOC Group, as appropriate. No other corporate proceedings on the part of Texaco or any member of the GOC Group are necessary to authorize this Agreement, the Related Agreements, the Operative Documents, the Confidentiality Agreement or the Memorandum of Agreement or the transactions contemplated herein and therein; and this Agreement, the Confidentiality Agreement and the Memorandum of Agreement are, and the Related Agreements and the Operative Documents will be, valid and binding obligations of Texaco, GOC or GRMC, as appropriate. Except as set forth in Exhibit J hereto, neither Texaco nor any member of the GOC Group has any legal obligation, absolute or contingent, to any other person or firm to sell the Assets or to effect any merger, consolidation or other reorganization or to enter into any agreement with respect thereto. Neither the execution and delivery of this Agreement, the Related Agreements, the Operative Documents, the Confidentiality Agreement or the Memorandum of Agreement nor the consummation of the transactions contemplated hereby or thereby nor compliance by Texaco or any member of the GOC Group with any of the provisions hereof or thereof will (i) violate, or conflict with, or result in a breach of any provisions of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination of, or accelerate the performance required by, or result in the creation of any lien, security interest, charge or encumbrance upon any of the Assets under, any of the terms, conditions or provisions of the Certificate of Incorporation or By-Laws of Texaco or any member of the GOC Group or any note, bond, mortgage, indenture, deed of trust, license, agreement or other instrument or obligation to which Texaco or any member of the GOC Group is a party, or by which Texaco or any member of the GOC Group or any of the Assets may be bound or affected, except for any such conflict, breach or default heretofore disclosed in writing by Texaco to Buyer as to which requisite waivers or consent shall have been obtained prior to the Closing Date, or (ii) violate any order, writ, injunction, decree, statute, rule or regulation applicable to the extent required, approval Texaco or any member of the SEC or other Governmental Entity as contemplated in Section 3.1(f) or Section 4.4. This Agreement has been duly executed and delivered by Yankees and, assuming due execution and delivery by Braves and Merger Sub, constitutes a valid and binding agreement of Yankees enforceable against Yankees in accordance with its terms, subject, as to enforcement, to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles (the “Bankruptcy and Equity Exception”). The Yankees Board (A) has unanimously determined that the Merger is fair to, and in the best interests of, Yankees and its stockholders, approved and declared advisable this Agreement and the transactions contemplated by this Agreement, including the Merger; (B) has unanimously determined, subject to Section 4.2(d), to recommend that Yankees stockholders approve the adoption of this Agreement and the transactions contemplated by this Agreement (such recommendation, the “Yankees Recommendation”); (C) directed that this Agreement be submitted to the holders of Yankees Shares for their adoption; and (D) has received the opinion of its financial advisor, Xxxxxxx Xxxxxxxx Partners LP, to the effect that, as of the date of such opinion and based upon and subject to the assumptions, qualifications and limitations set forth therein, the Merger Consideration is fair, from a financial point of view, to the holders of Yankees Shares (other than Braves GOC Group or any of its Affiliates), a copy of which opinion will be provided to Braves as promptly as practicable following the execution of this Agreement. It is agreed and understood that such opinion is for the benefit of the Yankees Board and may not be relied on by BravesProperties or Assets.

Corporate Authority. Yankees (a) The Company has all the requisite corporate power and authority to execute and has taken all corporate action necessary in order deliver this Agreement and to authorizeconsummate the Transactions, executeincluding the Merger. The execution and delivery of this Agreement, deliver and perform its the performance of the Company’s obligations under this Agreement, and the consummation of the Transactions have been duly and validly authorized by the Company Board of Directors and no other corporate proceedings (pursuant to consummate the Merger Company Governing Documents or otherwise) on the part of the Company are necessary to authorize the performance of the Company’s obligations under this Agreement or the consummation of, and to consummate, the other transactions contemplated herebyTransactions, including except, with respect to taking all corporate action necessary in order to make inapplicable to Braves any ownership or voting restriction in the Yankees Organizational Documents, subject only (i) in the case of the Merger, to the adoption receipt of this Agreement by the Company Shareholder Approval and the filing of the Articles of Merger and Plan of Merger with the Registrar. (b) The affirmative vote of the holders of a majority of the outstanding Yankees Company Ordinary Shares entitled to vote thereon at a stockholders’ meeting duly called and held for such purpose (the “Yankees Requisite VoteCompany Shareholder Approval”)) authorizing this Agreement and the Plan of Merger and approving the Merger and the Transactions is the only vote of the Company Shareholders necessary to approve the Merger and the Transactions. (c) On or prior to the date hereof, the Company Board of Directors has adopted resolutions unanimously (i) approving and authorizing the Company to execute and deliver this Agreement, the Articles of Merger, the Plan of Merger and the other documents contemplated thereby, and approving the Merger and the Transactions, (ii) determining that the Merger and the other Transactions are advisable, fair to and in the best interests of the Company and its shareholders, (iii) recommending that the Company Shareholders adopt a resolution authorizing this Agreement and the Plan of Merger and approving the Merger and the Transactions and (iv) submitting this Agreement and the Plan of Merger to the extent required, approval holders of Company Ordinary Shares for their approval. None of the SEC foregoing actions by the Company Board of Directors has been rescinded or other Governmental Entity modified in any way as contemplated in Section 3.1(fof the entry into this Agreement. (d) or Section 4.4. This Agreement has been duly and validly executed and delivered by Yankees the Company and, assuming due execution this Agreement constitutes the valid and delivery by Braves binding agreement of Parent and Merger Sub, constitutes a the valid and binding agreement of Yankees the Company, enforceable against Yankees the Company in accordance with its terms, subject, as except that (i) such enforcement may be subject to enforcement, to applicable bankruptcy, insolvency, fraudulent transferexaminership, reorganization, moratorium and or other similar laws of general applicability Laws, now or hereafter in effect, relating to or affecting creditors’ rights generally and (ii) equitable remedies of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to general equity principles the discretion of the court before which any proceeding therefor may be brought (the “Bankruptcy and Equity Exception”). The Yankees Board (A) has unanimously determined that the Merger is fair to, and in the best interests of, Yankees and its stockholders, approved and declared advisable this Agreement and the transactions contemplated by this Agreement, including the Merger; (B) has unanimously determined, subject to Section 4.2(d), to recommend that Yankees stockholders approve the adoption of this Agreement and the transactions contemplated by this Agreement (such recommendationcollectively, the “Yankees RecommendationEnforceability Limitations”); (C) directed that this Agreement be submitted to the holders of Yankees Shares for their adoption; and (D) has received the opinion of its financial advisor, Xxxxxxx Xxxxxxxx Partners LP, to the effect that, as of the date of such opinion and based upon and subject to the assumptions, qualifications and limitations set forth therein, the Merger Consideration is fair, from a financial point of view, to the holders of Yankees Shares (other than Braves or any of its Affiliates), a copy of which opinion will be provided to Braves as promptly as practicable following the execution of this Agreement. It is agreed and understood that such opinion is for the benefit of the Yankees Board and may not be relied on by Braves.

Corporate Authority. Yankees has all requisite All corporate power actions of Seller and authority Seller Sub necessary to authorize the execution, delivery and has taken all corporate action necessary performance of this Agreement and the consummation of the transactions contemplated hereby, in order each case by Seller and Seller Sub, have been duly and validly taken, except for the adoption of this Agreement by the Required Seller Vote (as defined in Section 3.01(ii)) and subject, in the case of the consummation of the Merger and the Bank Merger, to authorizethe filing and recordation of articles of merger as required by the PBCL and the WVBCA and the issuance of a Certificate of Merger by the PA DOB. The Seller Board has, executeby unanimous vote of the directors, deliver and perform its obligations under duly adopted resolutions (i) approving this Agreement, and to consummate the Merger, the Bank Merger and the other transactions contemplated hereby, including with respect to taking all corporate action necessary in order to make inapplicable to Braves any ownership or voting restriction in the Yankees Organizational Documents, subject only (i) in the case of the Merger, to the adoption of this Agreement by the holders of a majority of the outstanding Yankees Shares entitled to vote thereon at a stockholders’ meeting duly called and held for such purpose (the “Yankees Requisite Vote”), and (ii) to the extent required, approval of the SEC or other Governmental Entity as contemplated in Section 3.1(f) or Section 4.4. This Agreement has been duly executed and delivered by Yankees and, assuming due execution and delivery by Braves and Merger Sub, constitutes a valid and binding agreement of Yankees enforceable against Yankees in accordance with its terms, subject, as to enforcement, to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles (the “Bankruptcy and Equity Exception”). The Yankees Board (A) has unanimously determined declaring that the Merger it is fair to, and in the best interests of, Yankees and its stockholders, approved and declared advisable of Seller’s shareholders that Seller enter into this Agreement and consummate the transactions contemplated by Merger and the Bank Merger on the terms and subject to the conditions set forth in this Agreement, including the Merger; (Biii) has unanimously determined, subject to Section 4.2(d), to recommend that Yankees stockholders approve the adoption of this Agreement and the transactions contemplated by this Agreement (such recommendation, the “Yankees Recommendation”); (C) directed directing that this Agreement be submitted to the holders a vote at a meeting of Yankees Shares for their adoption; Seller’s shareholders to be held as promptly as practicable and (Div) has received the opinion recommending that Seller’s shareholders adopt this Agreement. The Board of its financial advisorDirectors of Seller Sub has, Xxxxxxx Xxxxxxxx Partners LP, to the effect that, as by unanimous vote of the date directors, duly adopted resolutions (i) approving this Agreement, the Merger, the Bank Merger and the other transactions contemplated hereby and (ii) declaring that it is in the best interests of such opinion Seller Sub’s sole shareholder that Seller Sub enter into this Agreement and based upon consummate the Bank Merger on the terms and subject to the assumptions, qualifications and limitations conditions set forth therein, the Merger Consideration is fair, from a financial point of view, to the holders of Yankees Shares (other than Braves or any of its Affiliates), a copy of which opinion will be provided to Braves as promptly as practicable following the execution of in this Agreement. It is agreed and understood that such opinion is for the benefit of the Yankees Board and may not be relied on by Braves.

Corporate Authority. Yankees (a) The Company has all requisite corporate power and authority to execute and has taken all corporate action necessary in order to authorize, execute, deliver and perform its obligations under this Agreement, Agreement and to consummate the Merger Merger. The execution and delivery of this Agreement and the consummation of the Merger have been duly and validly authorized by the Company Board of Directors and no other transactions contemplated herebycorporate proceedings (pursuant to the Company Governing Documents or otherwise) on the part of the Company are necessary to authorize the consummation of, including with respect and to taking all corporate action necessary in order to make inapplicable to Braves any ownership or voting restriction in the Yankees Organizational Documentsconsummate, subject only (i) in the case of the Merger, subject to the adoption receipt of this Agreement the affirmative vote (in person or by proxy or by written consent, including by obtaining the Company Stockholder Written Consent) of the holders of a majority of the outstanding Yankees Shares shares of Company Common Stock entitled to vote thereon at a stockholders’ meeting duly called and held for such purpose or consent thereto in favor of the adoption of this Agreement (the “Yankees Requisite Vote”), and (ii) to the extent required, approval of the SEC or other Governmental Entity as contemplated in Section 3.1(f) or Section 4.4. This Agreement has been duly executed and delivered by Yankees and, assuming due execution and delivery by Braves and Merger Sub, constitutes a valid and binding agreement of Yankees enforceable against Yankees in accordance with its terms, subject, as to enforcement, to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles (the “Bankruptcy and Equity ExceptionCompany Stockholder Approval”). The Yankees On or prior to the date hereof, the Company Board (A) of Directors has unanimously (i) determined that the Merger is terms of this Agreement and the transactions contemplated hereby, including the Merger, are fair to, and in the best interests of, Yankees the Company and its stockholdersthe Company Stockholders, approved (ii) determined that it is in the best interests of the Company and the Company Stockholders and declared advisable it advisable, to enter into this Agreement Agreement, (iii) approved the execution and delivery by the Company of this Agreement, the performance by the Company of its covenants and agreements contained herein and the consummation of the transactions contemplated by this Agreementhereby, including the Merger; (B) has unanimously determined, upon the terms and subject to Section 4.2(d)the conditions contained herein, to recommend that Yankees stockholders approve the adoption of this Agreement and the transactions contemplated by this Agreement (such recommendation, the “Yankees Recommendation”); (Civ) directed that this Agreement be submitted to the holders Company Stockholders for adoption thereby by written consent in lieu of Yankees Shares for their adoption; a meeting and (Dv) resolved to make the Company Board Recommendation. None of the foregoing actions by the Company Board of Directors have been rescinded or modified in any way (unless such rescission or modification has received been effected after the opinion date hereof in accordance with the terms of Section 6.3). (b) This Agreement has been duly and validly executed and delivered by the Company and, assuming this Agreement constitutes the valid and binding agreement of Parent, and Merger Sub, constitutes the valid and binding agreement of the Company, enforceable against the Company in accordance with its financial advisorterms, Xxxxxxx Xxxxxxxx Partners LPexcept that (i) such enforcement may be subject to applicable bankruptcy, insolvency, examinership, reorganization, moratorium or other similar Laws, now or hereafter in effect, relating to creditors’ rights generally and (ii) equitable remedies of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the effect that, as discretion of the date of such opinion and based upon and subject to the assumptions, qualifications and limitations set forth thereincourt before which any proceeding therefor may be brought (collectively, the Merger Consideration is fair, from a financial point of view, to the holders of Yankees Shares (other than Braves or any of its Affiliates“Enforceability Limitations”), a copy of which opinion will be provided to Braves as promptly as practicable following the execution of this Agreement. It is agreed and understood that such opinion is for the benefit of the Yankees Board and may not be relied on by Braves.

Corporate Authority. Yankees (i) Braves has all requisite corporate power and authority and has taken all corporate action necessary in order to authorize, execute, deliver and perform its obligations under this Agreement, and to consummate the Merger and the other transactions contemplated hereby, including with respect to taking all corporate action necessary in order to make inapplicable to Braves any ownership or voting restriction in the Yankees Organizational Documents, subject only (i) in to (x) the case approval of the Mergerissuance of Braves Shares in an amount sufficient to pay the aggregate stock portion of the Merger Consideration required to be paid by Braves in connection with the Merger and to issue Braves Shares in accordance with Section 1.6(a)(iii) by the affirmative vote of a majority of votes cast thereon at a stockholders’ meeting duly called and held for such purpose; provided that the total vote cast with respect to such issuance represents a majority of all securities entitled to vote and (y) if such vote is required under applicable Law, the approval of any amendment to the adoption Certificate of this Agreement Incorporation of Braves for purposes of obtaining the consents and approvals required pursuant to Article V by the holders of a majority of the outstanding Yankees Braves Shares entitled to vote thereon at a stockholders’ meeting duly called and held for such purpose (together, the “Yankees Braves Requisite Vote”), and (ii) to the extent required, to approval of the SEC or other Governmental Entity as contemplated in Section 3.1(f3.2(f) or Section 4.4. This Agreement has been duly executed and delivered by Yankees Braves and, assuming due execution and delivery by Braves and Merger SubYankees, constitutes a valid and binding agreement of Yankees Braves, enforceable against Yankees Braves in accordance with its terms, subject, as to enforcement, to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles (the “Bankruptcy and Equity Exception”). The Yankees Braves Board (A) has unanimously determined that the Merger is fair to, and in the best interests of, Yankees and its stockholders, approved and declared advisable this Agreement and the transactions contemplated by this Agreement, including the Merger; , (B) has unanimously determined, subject to Section 4.2(d), to recommend that Yankees the Braves stockholders approve the adoption issuance of this Agreement the Braves Shares in an amount sufficient to pay the aggregate stock portion of the Merger Consideration required to be paid by Braves in connection with the Merger and the transactions contemplated by this Agreement to issue Braves Shares in accordance with Section 1.6(a)(iii) (such recommendation, recommendation together with the recommendation of the Braves Board with respect to any amendments to the Certificate of Incorporation of Braves provided for in Section 4.3(b) is hereinafter referred to as the “Yankees Braves Recommendation”); ) and (C) directed that this Agreement be submitted to the holders of Yankees Shares for their adoption; and (D) has received the opinion of its financial advisor, Xxxxxx Xxxxxxx Xxxxxxxx Partners LP& Co. LLC, to the effect that, as of the date of such opinion and based upon and subject to the assumptions, qualifications and limitations set forth therein, the Merger Consideration is fair, from a financial point of view, to the holders of Yankees Shares (other than Braves or any of its Affiliates)Braves, a copy of which opinion will be provided to Braves Yankees as promptly as practicable following the execution of this Agreement. It is agreed and understood that such opinion is for the benefit of the Yankees Braves Board and may not be relied on by BravesYankees. (ii) Merger Sub has all requisite limited liability company power and authority and has taken all action necessary in order to authorize, execute, deliver and perform its obligations under this Agreement, and to consummate the Merger and the other transactions contemplated hereby. This Agreement has been duly executed and delivered by Merger Sub and constitutes a valid and binding agreement of Merger Sub enforceable against it in accordance with its terms, subject, as to enforcement, to the Bankruptcy and Equity Exception. The sole member of Merger Sub has approved and authorized this Agreement, the Merger and the other transactions contemplated hereby.

Corporate Authority. Yankees has all requisite All corporate power actions of Seller and authority Seller Sub necessary to authorize the execution, delivery and has taken all corporate action necessary performance of this Agreement and the consummation of the transactions contemplated hereby, in order each case by Seller and Seller Sub, have been duly and validly taken, except for the adoption of this Agreement by the Required Seller Vote (as defined in Section 3.01(ii)) and subject, in the case of the consummation of the Merger and the Bank Merger, to authorizethe filing and recordation of articles of merger as required by the PBCL and the WVBCA and the issuance of a Certificate of Merger by the PA DOB. The Seller Board has, executeby unanimous vote of the directors, deliver and perform its obligations under duly adopted resolutions (i) approving this Agreement, and to consummate the Merger, the Bank Merger and the other transactions contemplated hereby, including with respect to taking all corporate action necessary in order to make inapplicable to Braves any ownership or voting restriction in the Yankees Organizational Documents, subject only (i) in the case of the Merger, to the adoption of this Agreement by the holders of a majority of the outstanding Yankees Shares entitled to vote thereon at a stockholders’ meeting duly called and held for such purpose (the “Yankees Requisite Vote”), and (ii) to the extent required, approval of the SEC or other Governmental Entity as contemplated in Section 3.1(f) or Section 4.4. This Agreement has been duly executed and delivered by Yankees and, assuming due execution and delivery by Braves and Merger Sub, constitutes a valid and binding agreement of Yankees enforceable against Yankees in accordance with its terms, subject, as to enforcement, to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles (the “Bankruptcy and Equity Exception”). The Yankees Board (A) has unanimously determined declaring that the Merger it is fair to, and in the best interests of, Yankees of Seller and its stockholders, approved and declared advisable shareholders that Seller enter into this Agreement and consummate the transactions contemplated by Merger and the Bank Merger on the terms and subject to the conditions set forth in this Agreement, including the Merger; (Biii) has unanimously determined, subject to Section 4.2(d), to recommend that Yankees stockholders approve the adoption of this Agreement and the transactions contemplated by this Agreement (such recommendation, the “Yankees Recommendation”); (C) directed directing that this Agreement be submitted to the holders a vote at a meeting of Yankees Shares for their adoption; and (D) has received the opinion of its financial advisor, Xxxxxxx Xxxxxxxx Partners LP, Seller’s shareholders to the effect that, as of the date of such opinion and based upon and subject to the assumptions, qualifications and limitations set forth therein, the Merger Consideration is fair, from a financial point of view, to the holders of Yankees Shares (other than Braves or any of its Affiliates), a copy of which opinion will be provided to Braves held as promptly as practicable following and (iv) subject to the execution provisions of Section 5.03 hereof, to recommend that Seller’s shareholders adopt this AgreementAgreement in accordance with the provisions of Section 7.06(f) hereof. It is agreed and understood that such opinion is for the benefit The Board of Directors of Seller Sub has, by unanimous vote of the Yankees Board directors, duly adopted resolutions approving this Agreement and may not be relied on by Bravesthe Bank Merger and the other transactions contemplated hereby. Seller has approved and directed that Seller, as the sole shareholder of Seller Sub, provide its written consent to the Bank Merger.

Corporate Authority. Yankees has all requisite corporate power Assuming the accuracy of the representations and authority warranties of Buyer and has taken WB Sub set forth in Section 4.01(y), all corporate action actions of Seller and WI Sub necessary in order to authorizeauthorize the execution, execute, deliver delivery and perform its obligations under performance of this Agreement, and to consummate the Merger Agreement and the other consummation of the transactions contemplated hereby, including with respect to taking all corporate action necessary in order to make inapplicable to Braves any ownership or voting restriction in the Yankees Organizational Documentseach case by Seller and WI Sub, subject only (i) in the case of the Mergerhave been duly and validly taken, to except for the adoption of this Agreement by the holders of at least a majority of the outstanding Yankees Seller Shares entitled to vote thereon at (which is the only required shareholder vote thereon) and subject, in the case of the consummation of the Merger, to the filing and recordation of a stockholders’ meeting certificate of merger as required by the OGCL and compliance with the applicable provisions of the WVBCA. The Board of Directors of Seller has, by unanimous vote of the Directors, duly called adopted resolutions (i) approving this Agreement, the Merger, the Bank Merger and held for such purpose (the “Yankees Requisite Vote”)other transactions contemplated hereby and thereby, and (ii) to the extent required, approval of the SEC or other Governmental Entity as contemplated in Section 3.1(f) or Section 4.4. This Agreement has been duly executed and delivered by Yankees and, assuming due execution and delivery by Braves and Merger Sub, constitutes a valid and binding agreement of Yankees enforceable against Yankees in accordance with its terms, subject, as to enforcement, to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles (the “Bankruptcy and Equity Exception”). The Yankees Board (A) has unanimously determined declaring that the Merger it is fair to, and in the best interests of, Yankees and its stockholders, approved and declared advisable of Seller's shareholders that Seller enter into this Agreement and consummate the transactions contemplated by Merger on the terms and subject to the conditions set forth in this Agreement, including the Merger; (Biii) has unanimously determined, subject to Section 4.2(d), to recommend declaring that Yankees stockholders approve the adoption of this Agreement and the transactions contemplated by this Agreement is fair to Seller's shareholders, (such recommendation, the “Yankees Recommendation”); (Civ) directed directing that this Agreement be submitted to the holders a vote at a meeting of Yankees Shares for their adoption; Seller's shareholders to be held as promptly as practicable and (Dv) has received the opinion recommending that Seller's shareholders adopt this Agreement. The Board of its financial advisorDirectors of WI Sub has, Xxxxxxx Xxxxxxxx Partners LP, to the effect that, as by unanimous vote of the date directors, duly adopted resolutions (i) approving this Agreement, the Merger, the Bank Merger and the other transactions contemplated hereby and thereby, and (ii) declaring that it is in the best interests of such opinion WI Sub's sole shareholder that WI Sub enter into this Agreement and based upon consummate the Bank Merger on the terms and subject to the assumptions, qualifications and limitations conditions set forth therein, the Merger Consideration is fair, from a financial point of view, to the holders of Yankees Shares (other than Braves or any of its Affiliates), a copy of which opinion will be provided to Braves as promptly as practicable following the execution of in this Agreement. It is agreed and understood that such opinion is for the benefit of the Yankees Board and may not be relied on by Braves.

Corporate Authority. Yankees All corporate actions of Buyer and Buyer Sub necessary to authorize the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby, in each case by Xxxxx and Buyer Sub, as applicable, have been duly and validly taken, except for the approval of this Agreement and the issuance of Buyer Shares under this Agreement in connection with the Merger by the Required Buyer Vote and subject, in the case of the consummation of the Merger and the Bank Merger, to the filing and recordation of the Ohio Articles of Merger for the Merger, the Ohio Articles of Merger for the Bank Merger, the West Virginia Articles of Merger for the Merger and the West Virginia Articles of Merger for the Bank Merger, each as required by the OGCL and the WVBCA, as applicable. The Board of Directors of Buyer (the “Buyer Board”) has all requisite corporate power and authority and has taken all corporate action necessary in order to authorize, execute, deliver and perform its obligations under duly adopted resolutions (i) approving this Agreement, and to consummate the Merger, the Bank Merger and the other transactions contemplated hereby, including with respect to taking all corporate action necessary in order to make inapplicable to Braves any ownership or voting restriction in the Yankees Organizational Documents, subject only (i) in the case of the Merger, to the adoption of this Agreement by the holders of a majority of the outstanding Yankees Shares entitled to vote thereon at a stockholders’ meeting duly called and held for such purpose (the “Yankees Requisite Vote”), and (ii) to the extent required, approval of the SEC or other Governmental Entity as contemplated in Section 3.1(f) or Section 4.4. This Agreement has been duly executed and delivered by Yankees and, assuming due execution and delivery by Braves and Merger Sub, constitutes a valid and binding agreement of Yankees enforceable against Yankees in accordance with its terms, subject, as to enforcement, to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles (the “Bankruptcy and Equity Exception”). The Yankees Board (A) has unanimously determined declaring that the Merger it is fair to, and in the best interests ofof Buyer and Buyer’s shareholders that Buyer enter into this Agreement and consummate the Merger, Yankees the Bank Merger and its stockholdersthe other transactions contemplated hereby on the terms and subject to the conditions set forth in this Agreement, approved and declared advisable (iii) directing that this Agreement and the issuance of Buyer Shares under this Agreement in connection with the Merger be submitted to a vote at a meeting of Xxxxx’s shareholders to be held as promptly as practicable and (iv) recommending that Buyer’s shareholders approve this Agreement and the issuance of Buyer Shares under this Agreement in connection with the Merger in accordance with the provisions of Section 7.06(g) hereof. The Board of Directors of Buyer Sub has, by unanimous vote of the directors of Buyer Sub, duly adopted resolutions (i) approving this Agreement, the Bank Merger and the other transactions contemplated by this Agreement, including (ii) declaring that it is in the Merger; (B) has unanimously determined, best interests of Buyer Sub and its sole shareholder that Buyer Sub enter into this Agreement and consummate the Bank Merger on the terms and subject to Section 4.2(d)the conditions set forth in this Agreement, to recommend (iii) directing that Yankees stockholders this Agreement be submitted for approval by Buyer Sub’s sole shareholder as promptly as practicable and (iv) recommending that Buyer Sub’s sole shareholder approve this Agreement. The Buyer Board has approved and directed that Buyer, as the adoption sole shareholder of Buyer Sub, provide its written consent for its approval of this Agreement and the transactions contemplated by this Agreement (such recommendation, the “Yankees Recommendation”); (C) directed that this Agreement be submitted to the holders of Yankees Shares for their adoption; and (D) has received the opinion of its financial advisor, Xxxxxxx Xxxxxxxx Partners LP, to the effect that, as of the date of such opinion and based upon and subject to the assumptions, qualifications and limitations set forth therein, the Merger Consideration is fair, from a financial point of view, to the holders of Yankees Shares (other than Braves or any of its Affiliates), a copy of which opinion will be provided to Braves as promptly as practicable following the execution of this Agreement. It is agreed and understood that such opinion is for the benefit of the Yankees Board and may not be relied on by BravesBank Merger.

Corporate Authority. Yankees (a) Each of Parent and the Merger Subs has all requisite corporate power and authority and has taken all corporate action necessary in order to authorize, execute, deliver and perform its obligations under this Agreement, Agreement and to consummate the Merger and the other transactions contemplated hereby, including with respect to taking all corporate action necessary in order to make inapplicable to Braves any ownership or voting restriction in the Yankees Organizational DocumentsMergers, subject only (i) in the case of the Merger, to the adoption of this Agreement by the holders of a majority of the outstanding Yankees Shares entitled to vote thereon at a stockholders’ meeting duly called and held for such purpose (the “Yankees Requisite Parent Vote”), and (ii) to the extent required, approval of the SEC or other Governmental Entity as contemplated in Section 3.1(f) or Section 4.4. This Agreement has been duly executed and delivered by Yankees and, assuming due execution each of Parent and delivery by Braves the Merger Subs and Merger Sub, constitutes is a valid and binding agreement of Yankees Parent and the Merger Subs, enforceable against Yankees each of Parent and the Merger Subs in accordance with its terms, subject, as subject to enforcement, to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles (the “Bankruptcy and Equity Exception”). . (b) The Yankees Board (A) Parent Special Committee has unanimously (a) determined that this Agreement and the Merger is transactions contemplated by this Agreement, including the Mergers, the Parent Charter Amendment, the Parent Option Plan Increase and the Parent Share Issuance are advisable and fair to, and in the best interests of, Yankees Parent and the stockholders of Parent, (b) recommended that the Parent Board approve this Agreement and the transactions contemplated by this Agreement, including the Mergers, the Parent Charter Amendment, the Parent Option Plan Increase and the Parent Share Issuance, and declare that this Agreement is advisable and fair to, and in the best interests of, Parent and its stockholders, and (c) recommended, subject to the approval by the Parent Board, that the Parent Board submit this Agreement, the Parent Charter Amendment, the Parent Option Plan Increase and the Parent Share Issuance to the stockholders of Parent for approval and adoption and resolve to recommend that the (x) Parent Public Stockholders approve and adopt this Agreement and the transactions contemplated by this Agreement and (y) stockholders of the Parent approve and adopt the Parent Charter Amendment, the Parent Option Plan Increase, and the Parent Share Issuance. (c) The Parent Board has unanimously (A) approved and declared advisable this Agreement and the transactions contemplated by this Agreement, including the Merger; Mergers, the Parent Charter Amendment and the Parent Share Issuance, on the terms and subject to the conditions set forth in this Agreement, (B) has unanimously determineddetermined that this Agreement and the transactions contemplated by this Agreement, subject to Section 4.2(d)including the Mergers, to recommend that Yankees the Parent Charter Amendment and the Parent Share Issuance, are advisable and fair to, and in the best interests of, Parent and the stockholders approve of Parent, (C) recommended (x) the approval and adoption of this Agreement and the transactions contemplated by this Agreement by the Parent Public Stockholders and (such recommendationy) the approval and adoption of the Parent Charter Amendment, the “Yankees Recommendation”); Parent Option Plan Increase, and the Parent Share Issuance to the stockholders of Parent, in each case on the terms and subject to the conditions set forth in this Agreement, and (CD) directed that this Agreement Agreement, the transactions contemplated by this Agreement, the Parent Charter Amendment, the Parent Option Plan Increase, and the Parent Share Issuance be submitted to the holders stockholders of Yankees Shares Parent for their approval and adoption; and (D) has received the opinion of its financial advisor, Xxxxxxx Xxxxxxxx Partners LP, to the effect that, as of the date of such opinion and based upon and subject to the assumptions, qualifications and limitations set forth therein, the Merger Consideration is fair, from a financial point of view, to the holders of Yankees Shares (other than Braves or any of its Affiliates), a copy of which opinion will be provided to Braves as promptly as practicable following the execution of this Agreement. It is agreed and understood that such opinion is for the benefit of the Yankees Board and may not be relied on by Braves.

Corporate Authority. Yankees has all requisite corporate power and authority and has taken all corporate action necessary in order to authorize, execute, deliver and perform its obligations under this Agreement, and to consummate the Yankees Merger and the other transactions contemplated hereby, including with respect to taking all corporate action necessary in order to make inapplicable to Braves and Parent any ownership or voting restriction in the Yankees Organizational Documents, subject only (i) in the case of the Yankees Merger, to the adoption of this Agreement by the holders of a majority of the outstanding Yankees Shares entitled to vote thereon at a stockholders’ meeting duly called and held for such purpose (the “Yankees Requisite Vote”), and (ii) to the extent required, approval of the SEC or other Governmental Entity as contemplated in Section 3.1(f) or Section 4.4. This Agreement has been duly executed and delivered by Yankees and, assuming due execution and delivery by Braves, Parent, Braves Merger Sub and Yankees Merger Sub, constitutes a valid and binding agreement of Yankees enforceable against Yankees in accordance with its terms, subject, as to enforcement, to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles (the “Bankruptcy and Equity Exception”). The Yankees Board (A) has unanimously determined that the Yankees Merger is fair to, and in the best interests of, Yankees and its stockholders, approved and declared advisable this Agreement and the transactions contemplated by this Agreement, including the Yankees Merger; (B) has unanimously determined, subject to Section 4.2(d), to recommend that Yankees stockholders approve the adoption of this Agreement and the transactions contemplated by this Agreement (such recommendation, the “Yankees Recommendation”); (C) directed that this Agreement be submitted to the holders of Yankees Shares for their adoption; and (D) has received the opinion of its financial advisor, Xxxxxxx Xxxxxxxx Partners LP, to the effect that, as of the date of such opinion and based upon and subject to the assumptions, qualifications and limitations set forth therein, the Yankees Merger Consideration is fair, from a financial point of view, to the holders of Yankees Shares (other than Braves or any of its Affiliates), a copy of which opinion will be was provided to Braves as promptly as practicable following the execution of this the Original Merger Agreement. It is agreed and understood that such opinion is for the benefit of the Yankees Board and may not be relied on by Braves. The representations and warranties set forth in this Section 3.1(c) shall apply with respect to the Amended and Restated Agreement and shall be made as of the Execution Date.

Corporate Authority. Yankees No vote of holders of capital stock of Parent is necessary, pursuant to applicable Law, Parent’s certificate of incorporation or bylaws, applicable Parent Stock Exchange rules and regulations or otherwise, to approve this Agreement, the Merger, the Subsequent Merger and the other transactions contemplated hereby. Each of Parent, Merger Sub I and Merger Sub II has all requisite corporate power and authority and has taken all corporate action necessary in order to authorize, execute, deliver and perform its obligations under this Agreement, the Voting Agreement, and the Escrow Agreement to which Parent, Merger Sub I or Merger Sub II is or will be a party and to consummate the Merger, the Subsequent Merger and the other transactions contemplated hereby. The execution and delivery of this Agreement, the Voting Agreement, and the Escrow Agreement, each of Parent’s, Merger Sub I’s and Merger Sub II’s performance of its obligations under this Agreement, the Voting Agreement, and the Escrow Agreement, and the consummation of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate or limited liability company action, as applicable, on the part of each of Parent, Merger Sub I and Merger Sub II, and no other corporate or limited liability company proceedings, as applicable, on the part of any of Parent, Merger Sub I or Merger Sub II are necessary to authorize the execution and delivery of this Agreement or to consummate the Merger, the Subsequent Merger and the other transactions contemplated hereby, including with respect to taking all corporate action necessary in order to make inapplicable to Braves any ownership or voting restriction in the Yankees Organizational Documents, subject only (i) in the case of the Merger, to except for the adoption of this Agreement following its execution by Parent in Parent’s capacity as the holders sole stockholder of a majority of the outstanding Yankees Shares entitled to vote thereon at a stockholders’ meeting duly called and held for such purpose (the “Yankees Requisite Vote”), and (ii) to the extent required, approval of the SEC or other Governmental Entity as contemplated in Section 3.1(f) or Section 4.4. Merger Sub I. This Agreement has been duly executed and delivered by Yankees each of Parent, Merger Sub I and Merger Sub II and, assuming due execution and delivery by Braves and Merger Subthe Company, constitutes a valid and binding agreement obligation of Yankees each of Parent, Merger Sub I and Merger Sub II, enforceable against Yankees Parent, Merger Sub I and Merger Sub II in accordance with its terms, subject, except as to enforcement, to enforcement may be limited by bankruptcy, insolvency, fraudulent transferconveyance, reorganization, moratorium and similar other laws affecting the rights of creditors generally and general applicability relating to or affecting creditors’ rights and to general equity equitable principles (the “Bankruptcy and Equity Exception”whether considered in a proceeding in equity or at law). The Yankees Board (A) has unanimously determined that the Merger is fair to, and in the best interests of, Yankees and its stockholders, approved and declared advisable this Agreement and the transactions contemplated by this Agreement, including the Merger; (B) has unanimously determined, subject to Section 4.2(d), to recommend that Yankees stockholders approve the adoption of this Agreement and the transactions contemplated by this Agreement (such recommendation, the “Yankees Recommendation”); (C) directed that this Agreement be submitted to the holders of Yankees Shares for their adoption; and (D) has received the opinion of its financial advisor, Xxxxxxx Xxxxxxxx Partners LP, to the effect that, as of the date of such opinion and based upon and subject to the assumptions, qualifications and limitations set forth therein, the Merger Consideration is fair, from a financial point of view, to the holders of Yankees Shares (other than Braves or any of its Affiliates), a copy of which opinion will be provided to Braves as promptly as practicable following the execution of this Agreement. It is agreed and understood that such opinion is for the benefit of the Yankees Board and may not be relied on by Braves.

Corporate Authority. Yankees (a) The Company has all the requisite corporate power and authority to execute and has taken all corporate action necessary in order to authorize, execute, deliver and perform its obligations under this Agreement, and to consummate the Merger Company Stock Voting Agreement and the other transactions contemplated herebyOption Agreement and, including with respect to taking all corporate action necessary in order to make inapplicable to Braves any ownership or voting restriction in the Yankees Organizational Documents, subject only (i) in the case of the Mergerthis Agreement, subject to the adoption of this the Agreement by the holders Company's shareholders, to consummate the transactions contemplated hereby. The execution and delivery of a majority this Agreement, the Company Stock Voting Agreement and the Option Agreement by the Company, and the consummation by the Company of the outstanding Yankees Shares entitled to vote thereon at a stockholders’ meeting transactions contemplated hereby and thereby, have been duly called and held for such purpose (authorized by its Board of Directors and, in the “Yankees Requisite Vote”)case of this Agreement, and (ii) subject to the extent required, approval adoption of the SEC or Agreement by the Company's shareholders, no other Governmental Entity as corporate action on the part of the Company is necessary to authorize the execution and delivery by the Company of this Agreement, the Company Stock Voting Agreement and the Option Agreement and the consummation by it of the transactions contemplated in Section 3.1(f) or Section 4.4hereby and thereby. This Agreement, the Company Stock Voting Agreement has and the Option Agreement have been duly executed and delivered by Yankees and, assuming due execution the Company and delivery by Braves and Merger Sub, constitutes a constitute valid and binding agreement agreements of Yankees the Company and each is enforceable against Yankees the Company in accordance with its terms. (b) Prior to execution and delivery of this Agreement, subject, as to enforcement, to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium the Board of Directors of the Company (at a meeting duly called and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles (the “Bankruptcy and Equity Exception”). The Yankees Board (Aheld) has unanimously (i) approved and declared advisable this Agreement, the Merger and the transactions contemplated hereby, and the Company Stock Voting Agreement and Option Agreement and the transactions contemplated thereby, (ii) determined that the Merger is transactions contemplated hereby and thereby are fair to, and in the best interests of, Yankees the holders of Company Common Stock as of such date and its (iii) subject to the provisions hereof, determined to recommend this Agreement, the Merger and the other transactions contemplated hereby to the Company's shareholders for approval and adoption at the shareholders meeting contemplated by Section 6.4(a) hereof. The affirmative vote of the holders of a majority of the shares of Company Common Stock outstanding on the record date for the Company Shareholder Meeting, voting together as a single class, is the only vote of the holders of any class or series of the Company's capital stock necessary for the due adoption of this Agreement by the Company's stockholders. The Company has taken all steps necessary to approve and exempt this Agreement, approved the Company Stock Voting Agreement and declared advisable this the Option Agreement and the transactions contemplated by this Agreement, including hereby and thereby from the Merger; (B) has unanimously determined, subject to restrictions on "business combinations" set forth in Section 4.2(d), to recommend that Yankees stockholders approve the adoption of this Agreement and the transactions contemplated by this Agreement (such recommendation, the “Yankees Recommendation”); (C) directed that this Agreement be submitted to the holders of Yankees Shares for their adoption; and (D) has received the opinion of its financial advisor, Xxxxxxx Xxxxxxxx Partners LP, to the effect that, as 203 of the date of such opinion and based upon and subject to the assumptions, qualifications and limitations set forth therein, the Merger Consideration is fairDGCL, from a financial point of view, to the holders of Yankees Shares (any other than Braves applicable takeover statute and from any applicable charter or any of its Affiliates), a copy of which opinion will be provided to Braves as promptly as practicable following the execution of this Agreement. It is agreed and understood that such opinion is for the benefit organizational document of the Yankees Board and may not be relied on by BravesCompany containing any change of control, "anti-takeover" or similar provision.

Corporate Authority. Yankees (i) Braves has all requisite corporate power and authority and has taken all corporate action necessary in order to authorize, execute, deliver and perform its obligations under this Agreement, and to consummate the Braves Merger and the other transactions contemplated hereby, including with respect to taking all corporate action necessary in order to make inapplicable to Braves any ownership or voting restriction in the Yankees Organizational Documents, subject only (iA) in the case of the Braves Merger, to the adoption of this Agreement by the holders of a majority of the outstanding Yankees Braves Shares entitled to vote thereon at a stockholders’ meeting duly called and held for such purpose, (B) the approval by Braves’s stockholders of any proposal related to the Braves Merger that is required pursuant to Rule 14a-4(b) promulgated under the Exchange Act to be presented separately to such stockholders for approval (any such proposals, the “Braves Merger-Related Proposals”) by the affirmative vote of a majority of votes cast affirmatively and negatively thereon at a stockholders’ meeting duly called and held for such purpose (clauses (A) and (B) together, the “Yankees Braves Requisite Vote”), and (iiC) to the extent required, approval of the SEC or other Governmental Entity as contemplated in Section 3.1(f) 3.2(f)1 or Section 4.4. This Agreement has been duly executed and delivered by Yankees Braves and, assuming due execution and delivery by Braves and Merger SubYankees, constitutes a valid and binding agreement of Yankees Braves, enforceable against Yankees Braves in accordance with its terms, subject, as to enforcement, to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles (the “Bankruptcy and Equity Exception”). The Yankees Braves Board (A1) has unanimously determined determined, as of the Execution Date, that the Braves Merger is fair to, and in the best interests of, Yankees interest of Braves and its stockholders, approved and declared advisable this Agreement and the transactions contemplated by this Agreement, including the Merger; Mergers, (B2) has unanimously determined, subject to Section 4.2(d), to recommend that Yankees the Braves stockholders approve the adoption of adopt this Agreement and the transactions contemplated by this Agreement and approve the Braves Merger-Related Proposals (such recommendationrecommendations together, the “Yankees Braves Recommendation”); (C) directed that this Agreement be submitted to the holders of Yankees Shares for their adoption; and (D3) has received the opinion of its financial advisor, Xxxxxx Xxxxxxx Xxxxxxxx Partners LP& Co. LLC, to the effect that, as of the date of such opinion and based upon and subject to the assumptions, qualifications and limitations set forth therein, the Yankees Merger Consideration to be issued and paid in the Yankees Merger is fair, from a financial point of view, to the holders of Yankees Shares (other than Braves or any of its Affiliates), a copy of which opinion will be was provided to Braves as promptly as practicable Yankees following the execution of this the Original Merger Agreement. It is agreed and understood that such opinion is for the benefit of the Yankees Braves Board and may not be relied on by BravesYankees. The representations and warranties set forth in this Section 3.2(c)(i) shall apply with respect to the Amended and Restated Agreement and shall be made as of the Execution Date. (ii) Parent has all requisite corporate power and authority and has taken all corporate action necessary in order to authorize, execute, deliver and perform its obligations under this Agreement, and to consummate the Mergers and the other transactions contemplated hereby. This Agreement has been duly executed and delivered by Parent and constitutes a valid and binding agreement of Parent enforceable against it in accordance with its terms, subject, as to enforcement, to the Bankruptcy and Equity Exception. The representations and warranties set forth in this Section 3.2(c)(ii) shall apply with respect to the Amended and Restated Agreement and shall be made as of the Execution Date. (iii) Braves Merger Sub has all requisite corporate power and authority and has taken all corporate action necessary in order to authorize, execute, deliver and perform its obligations under this Agreement, and to consummate the Braves Merger and the other transactions contemplated hereby subject to the extent required, to approval of the SEC or other Governmental Entity as contemplated in Section 3.2(f) or Section 4.4, subject in the case of the Braves Merger (i) to the adoption of this Agreement by Parent, as the sole stockholder of Braves Merger Sub, which will be obtained by written consent immediately after the execution of this Agreement and (ii) to the extent required, to the approval of the SEC or other Governmental Entity as contemplated by Section 3.2(f) or Section 4.4. This Agreement has been duly executed and delivered by Braves Merger Sub and constitutes a valid and binding agreement of Braves Merger Sub enforceable against it in accordance with its terms, subject, as to enforcement, to the Bankruptcy and Equity Exception. The representations and warranties set forth in this Section 3.2(c)(iii) shall apply with respect to the Amended and Restated Agreement and shall be made as of the Execution Date. 1 Note to Draft: Schedules I and IV are under review in connection with the new structure. (iv) Yankees Merger Sub has all requisite limited liability company power and authority and has taken all action necessary in order to authorize, execute, deliver and perform its obligations under this Agreement, and to consummate the Yankees Merger and the other transactions contemplated hereby. This Agreement has been duly executed and delivered by Yankees Merger Sub and constitutes a valid and binding agreement of Yankees Merger Sub enforceable against it in accordance with its terms, subject, as to enforcement, to the Bankruptcy and Equity Exception. Parent, the sole member of Yankees Merger Sub, has approved and authorized this Agreement, the Yankees Merger and the other transactions contemplated hereby. The representations and warranties set forth in this Section 3.2(c)(iv) shall apply with respect to the Amended and Restated Agreement and shall be made as of the Execution Date.

Corporate Authority. Yankees has all requisite All corporate power actions of Seller and authority Seller Sub necessary to authorize the execution, delivery and has taken all corporate action necessary performance of this Agreement and the consummation of the transactions contemplated hereby, in order each case by Seller and Seller Sub, as applicable, have been duly and validly taken, except for the adoption of this Agreement by the Required Seller Vote and subject, in the case of the consummation of the Merger and the Bank Merger, to authorizethe filing and recordation of the Ohio Articles of Merger for the Merger, executethe Ohio Articles of Merger for the Bank Merger, deliver the West Virginia Articles of Merger for the Merger and perform its obligations under the West Virginia Articles of Merger for the Bank Merger, each as required by the OGCL and the WVBCA, as applicable. The Seller Board has, by unanimous vote of the directors of Seller, duly adopted resolutions (i) authorizing and adopting this Agreement, and to consummate the Merger, the Bank Merger and the other transactions contemplated hereby, including with respect to taking all corporate action necessary in order to make inapplicable to Braves any ownership or voting restriction in the Yankees Organizational Documents, subject only (i) in the case of the Merger, to the adoption of this Agreement by the holders of a majority of the outstanding Yankees Shares entitled to vote thereon at a stockholders’ meeting duly called and held for such purpose (the “Yankees Requisite Vote”), and (ii) to the extent required, approval of the SEC or other Governmental Entity as contemplated in Section 3.1(f) or Section 4.4. This Agreement has been duly executed and delivered by Yankees and, assuming due execution and delivery by Braves and Merger Sub, constitutes a valid and binding agreement of Yankees enforceable against Yankees in accordance with its terms, subject, as to enforcement, to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles (the “Bankruptcy and Equity Exception”). The Yankees Board (A) has unanimously determined declaring that the Merger it is fair to, and in the best interests of, Yankees of Seller and its stockholders, approved and declared advisable shareholders that Seller enter into this Agreement and consummate the Merger, the Bank Merger and the other transactions contemplated by this Agreement on the terms and subject to the conditions set forth in this Agreement, (iii) directing that this Agreement be submitted to a vote at a meeting of Seller’s shareholders to be held as promptly as practicable and (iv) recommending that Seller’s shareholders approve this Agreement in accordance with the provisions of Section 7.06(f) hereof. The Board of Directors of Seller Sub has, by unanimous vote of the directors of Seller Sub, duly adopted resolutions (i) authorizing and adopting this Agreement, the Bank Merger and the other transactions contemplated by this Agreement, including (ii) declaring that it is in the Merger; (B) has unanimously determined, best interests of Seller Sub and its sole shareholder that Seller Sub enter into this Agreement and consummate the Bank Merger on the terms and subject to Section 4.2(d)the conditions set forth in this Agreement, to recommend (iii) directing that Yankees stockholders this Agreement be submitted for approval by Seller Sub’s sole shareholder as promptly as practicable and (iv) recommending that Seller Sub’s sole shareholder approve this Agreement. The Seller Board has approved and directed that Seller, as the adoption sole shareholder of Seller Sub, provide its written consent for its approval of this Agreement and the transactions contemplated by this Agreement (such recommendation, the “Yankees Recommendation”); (C) directed that this Agreement be submitted to the holders of Yankees Shares for their adoption; and (D) has received the opinion of its financial advisor, Xxxxxxx Xxxxxxxx Partners LP, to the effect that, as of the date of such opinion and based upon and subject to the assumptions, qualifications and limitations set forth therein, the Merger Consideration is fair, from a financial point of view, to the holders of Yankees Shares (other than Braves or any of its Affiliates), a copy of which opinion will be provided to Braves as promptly as practicable following the execution of this Agreement. It is agreed and understood that such opinion is for the benefit of the Yankees Board and may not be relied on by BravesBank Merger.

Corporate Authority. Yankees Each Seller has all the requisite corporate power and authority to execute and has taken all corporate action necessary in order to authorize, execute, deliver and perform its obligations under this Agreement, Agreement and to consummate the Merger and the other transactions contemplated hereby, including with respect to taking all corporate action necessary in order to make inapplicable to Braves any ownership or voting restriction in the Yankees Organizational Documents, subject only (i) in the case of the Merger, to the adoption . The execution and delivery of this Agreement and the Escrow Agreement by each Seller and the holders of a majority performance by each Seller of the outstanding Yankees Shares entitled obligations contemplated to vote thereon at a stockholders’ meeting be performed by each Seller hereunder and thereunder have been duly called authorized by all necessary corporate actions of that Seller, and held for such purpose the execution and delivery of the Transition and Shared Services Agreement (the “Yankees Requisite Vote”subject to Section 8.1.2), the Environmental Escrow Agreement and (ii) to the extent required, approval Technology Licenses by each Seller party thereto and the performance by each such Seller of the SEC or other Governmental Entity obligations contemplated to be performed by it thereunder will be duly authorized by all necessary corporate actions of that Seller as contemplated in Section 3.1(f) or Section 4.4of the Closing. This Agreement has and the Escrow Agreement have been duly executed and delivered by Yankees andeach Seller party hereto and thereto, assuming due and the Transition and Shared Services Agreement (subject to Section 8.1.2), the Environmental Escrow Agreement and the Technology Licenses will be duly executed and delivered by each Seller party thereto as of the Closing, and subject to the approval of the Bankruptcy Court, each of this Agreement and the Escrow Agreement is, and each of the Transition and Shared Services Agreement (subject to Section 8.1.2), the Environmental Escrow Agreement and the Technology Licenses will be as of the date of its execution and delivery by Braves and Merger Subdelivery, constitutes a valid and binding agreement obligation of Yankees each Seller, as applicable, enforceable against Yankees each Seller, as applicable, in accordance with its terms, subject, as except that (a) the enforceability hereof and thereof may be subject to enforcement, to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and insolvency or other similar laws of general applicability relating to Laws now or hereafter in effect affecting creditors’ rights and to general equity principles generally, (b) the “Bankruptcy and Equity Exception”). The Yankees Board (A) has unanimously determined that availability of the Merger is fair to, and in the best interests of, Yankees and its stockholders, approved and declared advisable this Agreement and the transactions contemplated by this Agreement, including the Merger; (B) has unanimously determined, remedy of specific performance or injunctive or other forms of equitable relief may be subject to Section 4.2(d), to recommend that Yankees stockholders approve the adoption of this Agreement equitable defenses and the transactions contemplated by this Agreement (such recommendation, the “Yankees Recommendation”); (C) directed that this Agreement would be submitted to the holders of Yankees Shares for their adoption; and (D) has received the opinion of its financial advisor, Xxxxxxx Xxxxxxxx Partners LP, to the effect that, as of the date of such opinion and based upon and subject to the assumptionsdiscretion of the court before which any proceeding therefor may be brought, qualifications and limitations (c) the rights to indemnification may be limited by public policy considerations (the exceptions set forth therein, the Merger Consideration is fair, from a financial point of view, to the holders of Yankees Shares in clauses (other than Braves or any of its Affiliatesa), a copy of which opinion will be provided (b) and (c) being referred to Braves herein as promptly as practicable following the execution of this Agreement. It is agreed and understood that such opinion is for the benefit of the Yankees Board and may not be relied on by Braves“Standard Exceptions”).

Corporate Authority. Yankees has (a) Parent, Merger Sub I and Merger Sub II have all requisite corporate power and authority to execute and has taken all corporate action necessary in order to authorize, execute, deliver and perform its obligations under this Agreement, Agreement and to consummate the Transactions, including the Mergers. The execution and delivery of this Agreement, the performance of Parent’s, Merger Sub I’s and Merger Sub II’s obligations under this Agreement and the consummation of the Transactions have been duly and validly authorized by all necessary corporate action of Parent, Merger Sub I and Merger Sub II and no other transactions contemplated herebycorporate proceedings (pursuant to the Parent Governing Documents or otherwise) on the part of Parent, including Merger Sub I or Merger Sub II are necessary to authorize the performance of Parent’s, Parent, Merger Sub I’s or Merger Sub II’s obligations under this Agreement or the consummation of, and to consummate, the Transactions, except, with respect to taking all corporate action necessary in order to make inapplicable to Braves any ownership or voting restriction in the Yankees Organizational DocumentsMergers, subject only (i) in for the case filing of the applicable Certificate of Merger with the Secretary of State of the State of Delaware and, if the Revised Structure Notice shall not have been delivered by Parent in accordance with Section 2.7, after the First Merger, the vote or consent of Parent, as the sole stockholder of the Surviving Corporation, necessary to approve the adoption Mergers and adopt this Agreement. (b) No vote or consent of this Agreement by the holders of a majority any class or series of capital stock of Parent or the holders of any other securities of Parent (equity or otherwise) is necessary to adopt this Agreement, or to approve the Mergers or the other Transactions. The vote or consent of Parent, as the sole stockholder of Merger Sub I, is the only vote or consent of the outstanding Yankees Shares entitled to vote thereon at a stockholders’ meeting duly called and held for such purpose (the “Yankees Requisite Vote”)holders of any class or series of capital stock of Merger Sub I, and (ii) to the extent requiredvote or consent of Parent, approval as the sole member of Merger Sub II and, if the Revised Structure Notice shall not have been delivered by Parent in accordance with Section 2.7, after the First Merger, as the sole stockholder of the SEC or other Governmental Entity as contemplated in Section 3.1(fSurviving Corporation, necessary to approve the Mergers and adopt this Agreement. (c) or Section 4.4. This Agreement has been duly and validly executed and delivered by Yankees Parent, Merger Sub I and Merger Sub II and, assuming due execution and delivery by Braves and Merger Sub, this Agreement constitutes a the valid and binding agreement of Yankees the Company, constitutes the valid and binding agreement of Parent, Merger Sub I and Merger Sub II, is enforceable against Yankees Parent, Merger Sub I and Merger Sub II in accordance with its terms, subject, as to enforcement, to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles (the “Bankruptcy and Equity Exception”). The Yankees Board (A) has unanimously determined that the Merger is fair to, and in the best interests of, Yankees and its stockholders, approved and declared advisable this Agreement and the transactions contemplated by this Agreement, including the Merger; (B) has unanimously determined, subject to Section 4.2(d), to recommend that Yankees stockholders approve the adoption of this Agreement and the transactions contemplated by this Agreement (such recommendation, the “Yankees Recommendation”); (C) directed that this Agreement be submitted to the holders of Yankees Shares for their adoption; and (D) has received the opinion of its financial advisor, Xxxxxxx Xxxxxxxx Partners LP, to the effect that, as of the date of such opinion and based upon and subject to the assumptions, qualifications and limitations set forth therein, the Merger Consideration is fair, from a financial point of view, to the holders of Yankees Shares (other than Braves or any of its Affiliates), a copy of which opinion will be provided to Braves as promptly as practicable following the execution of this Agreement. It is agreed and understood that such opinion is for the benefit of the Yankees Board and may not be relied on by BravesEnforceability Limitations.

Corporate Authority. Yankees (a) No vote of holders of units representing limited partner interests of MPLX is necessary to approve this Agreement, the Merger, and the other transactions contemplated by this Agreement. Each of the MPLX Parties and Merger Sub has all requisite corporate limited liability company or partnership power and authority and has taken all corporate limited liability or partnership action necessary in order to authorize, execute, deliver and perform its obligations under this Agreement, Agreement and to consummate the Merger Merger, and the other transactions contemplated hereby, including with respect to taking all corporate action necessary in order to make inapplicable to Braves any ownership or voting restriction in the Yankees Organizational Documents, subject only (i) in the case of the Merger, to the adoption of by this Agreement by the holders of a majority of the outstanding Yankees Shares entitled to vote thereon at a stockholders’ meeting duly called and held for such purpose (the “Yankees Requisite Vote”), and (ii) to the extent required, approval of the SEC or other Governmental Entity as contemplated in Section 3.1(f) or Section 4.4Agreement. This Agreement has been duly executed and delivered by Yankees and, assuming due execution the applicable MPLX Parties and delivery by Braves and Merger Sub, this Agreement constitutes a valid and binding agreement of Yankees the applicable MPLX Parties enforceable against Yankees such MPLX Parties in accordance with its terms, subject, as subject to enforcement, to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles (the “Bankruptcy and Equity Exception”). . (b) The Yankees Board MPLX Conflicts Committee has, acting in good faith, unanimously (Ai) has unanimously determined that the Merger is fair to, and in the best interests of, Yankees and its stockholders, approved and declared advisable this Agreement and the transactions contemplated by this Agreementhereby, including the Merger; , are not adverse to the best interests of MPLX and its Subsidiaries treated as a single consolidated entity and the holders of MPLX Common Units (B) has unanimously determinedother than MPLX GP and its Affiliates, subject to Section 4.2(dincluding MPC), to recommend that Yankees stockholders approve the adoption of (ii) approved this Agreement and the consummation of the transactions contemplated by hereby, including the Merger, and (iii) recommended that the MPLX Board approve this Agreement and the consummation of the transactions contemplated hereby, including the Merger. (such recommendationc) Upon the receipt of the recommendation of the MPLX Conflicts Committee, at a meeting duly called and held, the “Yankees Recommendation”); MPLX Board has, acting in good faith, unanimously (Ci) directed determined that this Agreement be submitted to the holders of Yankees Shares for their adoption; and (D) has received the opinion of its financial advisor, Xxxxxxx Xxxxxxxx Partners LP, to the effect that, as of the date of such opinion and based upon and subject to the assumptions, qualifications and limitations set forth thereinAgreement, the Merger Consideration is fair, from a financial point of view, and the other Transaction Documents are not adverse to the holders best interests of Yankees Shares MPLX and its Subsidiaries treated as a single consolidated entity, and (ii) approved and declared advisable this Agreement, the other than Braves or any Transaction Documents to which MPLX and MPLX GP are a party and the transactions contemplated hereby and thereby, including the Merger. Following such approval, (A) the members of its AffiliatesMPLX GP approved this Agreement, the other Transaction Documents to which MPLX GP is a party and the transactions contemplated hereby and thereby, by written consent, and (B) MPLX, as the sole member of Merger Sub, executed and delivered the Merger Sub Member Consent. (d) Prior to the Effective Time, the MPLX Parties will have taken all necessary action to permit MPLX to issue the number of MPLX Common Units, MPLX Series B Preferred Units and MPLX TexNew Mex Units and the MPLX Special Limited Partner Interest required to be issued by it pursuant to Article IV. The MPLX Common Units, MPLX Series B Preferred Units, MPLX TexNew Mex Units and the MPLX Special Limited Partner Interest when issued, in each case, will be validly issued, fully paid (to the extent required under the MPLX Partnership Agreement) and nonassessable (except as such nonassessability may be affected by the MPLX Partnership Agreement and Sections 17-303, 17-607 and 17-804 of the DRULPA), a copy and no unitholder of which opinion MPLX will have any preemptive right of subscription or purchase in respect thereof. The MPLX Common Units, the MPLX Series B Preferred Units, the MPLX TexNew Mex Units and the MPLX Special Limited Partner Interest when issued, in each case, will be provided to Braves as promptly as practicable following registered or exempt from registration under the execution of this Agreement. It is agreed Securities Act, the Exchange Act and understood that such opinion is for the benefit of the Yankees Board and may not be relied on by Bravesany applicable state securities or “blue sky” Laws.

Corporate Authority. Yankees (a) The Company has all requisite the corporate power and authority to execute and has taken all deliver this Agreement and to consummate the Transactions, including the Offer and the Merger. The execution and delivery of this Agreement and the consummation of the Transactions have been duly and validly authorized by the Company Board of Directors and no other corporate action proceedings on the part of the Company are necessary in order to authorize, execute, deliver and perform its obligations under this Agreementauthorize the consummation of, and to consummate consummate, the Transactions, except, with respect to the Merger, for the filing of the Articles of Merger with and acceptance for record of the Articles of Merger by the Maryland Department. On or prior to the date hereof, at a meeting duly called and held, the Company Board of Directors, acting upon the unanimous recommendation of the Company Special Committee, has (i) determined that the terms of the Offer, the Merger and the other transactions contemplated hereby, including with respect to taking all corporate action necessary in order to make inapplicable to Braves any ownership or voting restriction Transactions are in the Yankees Organizational Documentsbest interests of, subject only the Company and its stockholders, (iii) in declared the case Offer, the Merger and the other Transactions advisable, (iii) approved the execution and delivery by the Company of this Agreement, the performance by the Company of its covenants and agreements contained herein and the consummation of the MergerOffer, the Merger and the other Transactions upon the terms and subject to the adoption of this Agreement by conditions contained herein, and (iv) resolved to recommend that the holders of a majority shares of Company Common Stock accept the Offer and tender their shares of Company Common Stock to Purchaser pursuant to the Offer. As of the outstanding Yankees Shares entitled date hereof, none of the foregoing actions by the Company Board of Directors have been rescinded or modified in any way. (b) Assuming the Minimum Condition is satisfied and the terms of the Parent Series H Preferred Stock to vote thereon at a stockholders’ meeting duly called and held for such purpose (the “Yankees Requisite Vote”), and (ii) be issued to the extent required, approval holders of the SEC Company Preferred Stock pursuant to Section 3.1(d) are as set forth in the articles supplementary in the form set forth in Annex C, no vote of the holders of Company Shares, Company Preferred Shares or other Governmental Entity as contemplated in Section 3.1(fcapital stock of the Company is necessary to adopt this Agreement and consummate the Merger or other Transactions under applicable Law and the Company Governing Documents. (c) or Section 4.4. This Agreement has been duly and validly executed and delivered by Yankees the Company and, assuming due execution and delivery by Braves and Merger Sub, this Agreement constitutes a the valid and binding agreement of Yankees Parent and Purchaser, constitutes the valid and binding agreement of the Company, enforceable against Yankees the Company in accordance with its terms, subject, as except that (i) such enforcement may be subject to enforcement, to applicable bankruptcy, insolvency, fraudulent transferexaminership, reorganization, moratorium and or other similar laws of general applicability Laws, now or hereafter in effect, relating to or affecting creditors’ rights generally and (ii) equitable remedies of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to general equity principles the discretion of the court before which any proceeding therefor may be brought (the “Bankruptcy and Equity Exception”). The Yankees Board (A) has unanimously determined that the Merger is fair to, and in the best interests of, Yankees and its stockholders, approved and declared advisable this Agreement and the transactions contemplated by this Agreement, including the Merger; (B) has unanimously determined, subject to Section 4.2(d), to recommend that Yankees stockholders approve the adoption of this Agreement and the transactions contemplated by this Agreement (such recommendationcollectively, the “Yankees RecommendationEnforceability Limitations”); (C) directed that this Agreement be submitted to the holders of Yankees Shares for their adoption; and (D) has received the opinion of its financial advisor, Xxxxxxx Xxxxxxxx Partners LP, to the effect that, as of the date of such opinion and based upon and subject to the assumptions, qualifications and limitations set forth therein, the Merger Consideration is fair, from a financial point of view, to the holders of Yankees Shares (other than Braves or any of its Affiliates), a copy of which opinion will be provided to Braves as promptly as practicable following the execution of this Agreement. It is agreed and understood that such opinion is for the benefit of the Yankees Board and may not be relied on by Braves.

Corporate Authority. Yankees has all requisite All corporate power actions of Seller and authority Seller Sub necessary to authorize the execution, delivery and has taken all corporate action necessary performance of this Agreement and the consummation of the transactions contemplated hereby, in order each case by Seller and Seller Sub, have been duly and validly taken, except for the approval of this Agreement by the Required Seller Vote (as defined in Section 3.01(ii)) and subject, in the case of the consummation of the Merger and the Bank Merger, to authorizethe filing and recordation of Articles of Merger as required by the KBCA and the WVBCA. The Seller Board has, executeby unanimous vote of the directors, deliver and perform its obligations under duly adopted resolutions (i) approving this Agreement, and to consummate the Merger, the Bank Merger and the other transactions contemplated hereby, including with respect to taking all corporate action necessary in order to make inapplicable to Braves any ownership or voting restriction in the Yankees Organizational Documents, subject only (i) in the case of the Merger, to the adoption of this Agreement by the holders of a majority of the outstanding Yankees Shares entitled to vote thereon at a stockholders’ meeting duly called and held for such purpose (the “Yankees Requisite Vote”), and (ii) to the extent required, approval of the SEC or other Governmental Entity as contemplated in Section 3.1(f) or Section 4.4. This Agreement has been duly executed and delivered by Yankees and, assuming due execution and delivery by Braves and Merger Sub, constitutes a valid and binding agreement of Yankees enforceable against Yankees in accordance with its terms, subject, as to enforcement, to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles (the “Bankruptcy and Equity Exception”). The Yankees Board (A) has unanimously determined declaring that the Merger it is fair to, and in the best interests of, Yankees of Seller and its stockholders, approved and declared advisable shareholders that Seller enter into this Agreement and consummate the transactions contemplated by Merger and the Bank Merger on the terms and subject to the conditions set forth in this Agreement, including the Merger; (Biii) has unanimously determined, subject to Section 4.2(d), to recommend that Yankees stockholders approve the adoption of this Agreement and the transactions contemplated by this Agreement (such recommendation, the “Yankees Recommendation”); (C) directed directing that this Agreement be submitted to the holders a vote at a meeting of Yankees Shares for their adoption; and (D) has received the opinion of its financial advisor, Xxxxxxx Xxxxxxxx Partners LP, Seller’s shareholders to the effect that, as of the date of such opinion and based upon and subject to the assumptions, qualifications and limitations set forth therein, the Merger Consideration is fair, from a financial point of view, to the holders of Yankees Shares (other than Braves or any of its Affiliates), a copy of which opinion will be provided to Braves held as promptly as practicable following and (iv) subject to the execution provisions of Section 5.03 hereof, to recommend that Seller’s shareholders approve this AgreementAgreement in accordance with the provisions of Section 7.06(f) hereof. It is agreed and understood that such opinion is for the benefit The Board of Directors of Seller Sub has, by unanimous vote of the Yankees directors, duly adopted resolutions approving this Agreement and the Bank Merger and the other transactions contemplated hereby. Seller Board has approved and may not be relied on directed that Seller, as the sole shareholder of Seller Sub, provide its written consent to the Bank Merger. Seller has no debt that is secured by BravesSeller Sub capital stock.

Corporate Authority. Yankees (i) Each member of the Seller Group has all requisite corporate power and authority to enter into, execute and has taken all corporate action necessary in order deliver this Agreement, the JV Transfer Agreements and the Related Agreements, to authorize, execute, deliver and perform its obligations under this Agreementhereunder and thereunder, and to consummate the Merger transactions contemplated hereby and thereby. The execution and delivery of this Agreement and the other Related Agreements by each member of the Seller Group, the performance by each member of the Seller Group of its obligations under this Agreement and the Related Agreements, and the consummation of the transactions contemplated hereby, including with respect to taking all corporate action necessary in order to make inapplicable to Braves any ownership or voting restriction hereby and thereby have been (in the Yankees Organizational Documentscase of Seller and will be, subject only (i) prior to the Closing in the case of the Merger, to Seller Group (other than Seller)) duly and validly authorized by all necessary corporate action on the adoption part of this Agreement by the holders of a majority each member of the outstanding Yankees Shares entitled to vote thereon at a stockholders’ meeting duly called and held for such purpose (the “Yankees Requisite Vote”), Seller Group and (ii) to the extent required, approval of the SEC or other Governmental Entity as contemplated in Section 3.1(f) or Section 4.4. This Agreement has been duly executed and delivered by Yankees and, assuming due execution and delivery by Braves the Buyer of this Agreement and Merger Subthe Related Agreements) this Agreement constitutes, constitutes a and the Related Agreements when executed and delivered will constitute, legal, valid and binding agreement obligations of Yankees each member of the Seller Group enforceable against Yankees such member in accordance with their terms. No approval by the stockholders of Seller is required with respect to the execution and delivery by any member of the Seller Group of this Agreement and the Related Agreements, and the performance by each member of the Seller Group of their respective obligations hereunder and thereunder. (ii) Seller has, and at the Closing each member of the Seller Group that is to be a party to any of the agreements delivered in connection with the Reorganization (the "Reorganization Agreements") will have full corporate power and authority to enter into, execute and deliver each Reorganization Agreement to which such Seller Group member shall be a party, to perform such Seller Group member's obligations thereunder and to consummate the transactions contemplated thereby. The execution and delivery of each Reorganization Agreement, the performance of such Seller Group member's obligations thereunder, and the consummation of the transactions contemplated thereby, have been or with respect to Italian Newco and Singapore Newco, will be at the Closing Time, duly and validly authorized by all necessary corporate action of such Seller Group member. Each such Seller Group member on or prior to the Closing Date will have duly executed and delivered each such Reorganization Agreement to which such Seller Group member shall be a party. Each Reorganization Agreement when so executed and delivered will constitute the legal, valid and binding obligation of each such Seller Group member party thereto, enforceable against each such Seller Group member in accordance with its respective terms, subject, as to enforcementthe enforcement of remedies, to applicable bankruptcy, reorganization, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or Laws affecting creditors’ rights and to general equity principles (the “Bankruptcy and Equity Exception”). The Yankees Board (A) has unanimously determined that the Merger is fair to' rights, and in the best interests ofand, Yankees and its stockholders, approved and declared advisable this Agreement and the transactions contemplated by this Agreement, including the Merger; (B) has unanimously determined, subject to Section 4.2(d), to recommend that Yankees stockholders approve the adoption of this Agreement and the transactions contemplated by this Agreement (such recommendation, the “Yankees Recommendation”); (C) directed that this Agreement be submitted with respect to the holders remedy of Yankees Shares for their adoption; and (D) has received the opinion of its financial advisorspecific performance, Xxxxxxx Xxxxxxxx Partners LP, to the effect that, as of the date of such opinion and based upon and subject to the assumptions, qualifications and limitations set forth therein, the Merger Consideration is fair, from a financial point of view, to the holders of Yankees Shares (other than Braves or any of its Affiliates), a copy of which opinion will be provided to Braves as promptly as practicable following the execution of this Agreement. It is agreed and understood that such opinion is for the benefit of the Yankees Board and may not be relied on by Bravesequitable doctrines applicable thereto.

Corporate Authority. Yankees (i) Omnicom has all requisite corporate power and authority and has taken all corporate action necessary in order to authorize, execute, deliver and perform its obligations under this Agreement, and to consummate the Omnicom Merger and the other transactions contemplated hereby, including with respect to taking all corporate action necessary in order to make inapplicable to Braves any ownership or voting restriction in the Yankees Organizational Documentssubject only, subject only (i) in the case of the Omnicom Merger, to the approval and adoption of this Agreement and the Omnicom Merger by a vote of the holders of a majority two-thirds of the outstanding Yankees Shares shares of Omnicom Common Stock entitled to vote thereon at a stockholders’ meeting duly called and held for such purpose (the “Yankees Omnicom Requisite Vote”), and (ii) to the extent required, approval of the SEC or other Governmental Entity as contemplated in Section 3.1(f) or Section 4.4. This Agreement has been duly executed and delivered by Yankees and, assuming due execution and delivery by Braves and Merger Sub, constitutes is a valid and binding agreement of Yankees Omnicom enforceable against Yankees Omnicom in accordance with its terms, subject, as to enforcement, to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles (the “Bankruptcy and Equity Exception”). The Yankees Board Omnicom Board: (A) has unanimously determined that the Merger is fair to, and in the best interests of, Yankees and its stockholders, approved and declared advisable this Agreement and the transactions contemplated by this Agreement, including the MergerOmnicom Merger and the Omnicom Transaction Dividend; (B) has unanimously determined, subject to Section 4.2(d)applicable Law, to recommend that Yankees stockholders approve the adoption of Omnicom shareholders adopt this Agreement and the transactions contemplated by this Agreement (such recommendation, the “Yankees Recommendation”); (C) directed that this Agreement be submitted to the holders of Yankees Shares for their adoptionAgreement; and (DC) has received the opinion of its financial advisor, Xxxxxxx Xxxxxxxx Partners LPMoelis & Company, to the effect that, as of the date of such opinion and based upon and subject to the assumptions, qualifications and limitations set forth therein, the Merger Consideration Omnicom Exchange Ratio, together with the Company Dividend (as defined in such opinion), is fair, from a financial point of view, to the holders of Yankees Shares shares of Omnicom Common Stock (other than Braves or any holders of its AffiliatesExcluded Omnicom Shares), a copy of which opinion will be provided delivered to Braves as Publicis promptly as practicable following the execution and delivery of this Agreement. It is agreed and understood that such opinion is for the benefit of the Yankees Omnicom Board and may not be relied on by BravesPublicis. (ii) Publicis has all requisite company power and authority and has taken all company action necessary in order to authorize, execute, deliver and perform its obligations under this Agreement, and to consummate the Publicis Merger and the other transactions contemplated hereby, subject only, in the case of the Publicis Merger, to the approval of the Cross-Border Merger Terms and the Publicis Merger by a vote of the holders of two-thirds of the voting rights attached to the Publicis Shares present at a meeting of the shareholders of Publicis in which at least twenty-five percent of the Publicis Shares are represented, and, in the case of the Publicis Transaction Dividend, to the approval of the Publicis Transaction Dividend by a vote of the holders of a majority of the voting rights attached to the Publicis Shares present at a meeting of the shareholders of Publicis in which at least a quorum is represented (collectively, the “Publicis Requisite Vote”). This Agreement is a valid and binding agreement of Publicis, enforceable against Publicis in accordance with its terms, subject, as to enforcement, to the Bankruptcy and Equity Exception. The Publicis Board: (A) has unanimously approved the transactions contemplated by this Agreement, including the Publicis Merger and the Publicis Transaction Dividend (subject to the approval by the Publicis Board of the Cross-Border Merger Terms pursuant to Section 5.3(a)); and (B) has unanimously determined that, subject to applicable Law, to recommend that the Publicis shareholders approve the Cross-Border Merger Terms and the transactions contemplated thereby and by this Agreement.

Corporate Authority. Yankees has (a) This Agreement and the transactions contemplated hereby, subject to approval by the holders of the shares of CVLY Common Stock as required by law, have been authorized by all requisite corporate power and authority and has taken all necessary corporate action necessary in order to authorize, execute, deliver of CVLY and perform its obligations under this Agreement, and to consummate the CVLY Board. The CVLY Board (i) unanimously approved the Merger and this Agreement and determined that this Agreement and the other transactions contemplated hereby, including with respect to taking all corporate action necessary in order to make inapplicable to Braves any ownership or voting restriction in the Yankees Organizational Documents, subject only (i) in the case of the Merger, to are advisable and in the adoption best interests of this Agreement by the holders of CVLY Common Stock, (ii) directed that the Merger be submitted for consideration at a majority meeting of the outstanding Yankees Shares entitled to vote thereon at a stockholders’ meeting duly called and held for such purpose (the “Yankees Requisite Vote”)shareholders of CVLY, and (iiiii) unanimously resolved to recommend that the extent required, holders of CVLY Common Stock vote for the approval of the SEC or other Governmental Entity as contemplated in Section 3.1(f) or Section 4.4Merger at a meeting of the shareholders of CVLY. This Agreement CVLY has been duly executed and delivered by Yankees this Agreement and, assuming the due authorization, execution and delivery by Braves and Merger SubORRF, constitutes this Agreement is a legal, valid and binding agreement of Yankees CVLY, enforceable against Yankees in accordance with its terms, subject, terms (except as to enforcement, to such enforceability may be limited by applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium moratorium, fraudulent transfer and similar laws of general applicability relating to or affecting creditors’ rights and to or by general equity principles (the “Bankruptcy and Equity Exception”of equity). The Yankees Board affirmative vote of the holders of a majority of the CVLY Common Stock having voting power, present in person or by proxy, at the CVLY Meeting (Aas defined in Section 6.1) has unanimously determined that as referenced in Section 3.7 below is the only vote of any class of capital stock of CVLY required by the PBCL, the Articles of Incorporation of CVLY or the Bylaws of CVLY to approve this Agreement, the Merger is fair to, and in the best interests of, Yankees and its stockholders, approved and declared advisable this Agreement and the transactions contemplated hereby. (b) In connection with the Merger and the transaction contemplated by this Agreement, including the Merger; (B) has unanimously determined, subject to Section 4.2(d), to recommend that Yankees stockholders approve the adoption of this Agreement and the transactions contemplated by this Agreement (such recommendation, the “Yankees Recommendation”); (C) directed that this Agreement be submitted to the holders of Yankees Shares for their adoption; and (D) has received the opinion shares of its financial advisorCVLY Common Stock are not entitled to any rights of a dissenting shareholder under Title 15, Xxxxxxx Xxxxxxxx Partners LP, to the effect that, as Section 1571 of the date of such opinion and based upon and subject PBCL, “appraisal”, “dissenters”, rights to the assumptionsreceive “fair value” for shares, qualifications and limitations set forth therein, the Merger Consideration is fair, from a financial point of view, to the holders of Yankees Shares (other than Braves or any of its Affiliates), a copy of which opinion will be provided to Braves as promptly as practicable following other similar rights under the execution of this Agreement. It is agreed and understood that such opinion is for the benefit of the Yankees Board and may not be relied on by BravesPBCL or otherwise.

Corporate Authority. Yankees has (i) Subject to the receipt of the Requisite SCB Shareholder Approval, this Agreement and the transactions contemplated hereby have been authorized and approved by all requisite corporate power and authority and has taken all necessary corporate action necessary of SCB and BOSC on or prior to the date hereof and will remain in order to authorize, execute, deliver full force and perform its obligations under effect through the earlier of the Closing or termination of this Agreement. Except for the Requisite SCB Shareholder Approval, no other corporate or shareholder action is necessary or required to authorize and to consummate approve this Agreement or the Merger and the other transactions contemplated hereby, including with respect to taking all corporate action necessary in order to make inapplicable to Braves any ownership or voting restriction in the Yankees Organizational Documents, subject only (i) in the case of the Merger, to the adoption of this Agreement by the holders of a majority of the outstanding Yankees Shares entitled to vote thereon at a stockholders’ meeting duly called and held for such purpose (the “Yankees Requisite Vote”), and (ii) to the extent required, approval of the SEC or other Governmental Entity as contemplated in Section 3.1(f) or Section 4.4. This Agreement has been duly executed and delivered by Yankees each of SCB and BOSC and, assuming due authorization, execution and delivery by Braves and Merger SubBSCA, constitutes this Agreement is a valid and legally binding agreement of Yankees SCB and BOSC, enforceable against Yankees in accordance with its terms, subject, terms (except as to enforcement, to enforceability may be limited by applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium moratorium, fraudulent transfer and similar laws Laws of general applicability relating to or affecting creditors’ rights and to rights, by general equity principles principles, or by Section 8(b)(6)(D) of the Federal Deposit Insurance Act, 12 U.S.C. § 1818(b)(6)(D)). (the “Bankruptcy and Equity Exception”). ii) The Yankees Board SCB Board, by unanimous votes thereof, has adopted resolutions: (A) has unanimously determined determining that this Agreement and the Merger is transactions contemplated herein, including the Merger, are fair to, and in the best interests of, Yankees SCB and its stockholders, approved and declared advisable shareholders; (B) approving this Agreement and the transactions contemplated by hereby; (C) recommending that SCB’s shareholders approve and adopt this Agreement, including the Merger; and (BD) has unanimously determined, subject authorizing its President to Section 4.2(d), act as its duly authorized representative as BXXX’s sole shareholder to recommend that Yankees stockholders approve the adoption of this Agreement and the transactions contemplated herein. (iii) SCB, as BXXX’s sole shareholder, has taken action by unanimous written consent to approve this Agreement and the transactions contemplated herein. (such recommendationiv) The BOSC Board, the “Yankees Recommendation”); by unanimous vote thereof, has adopted resolutions: (CA) directed determining that this Agreement be submitted to and the holders of Yankees Shares for their adoptiontransactions contemplated herein, including the Merger, are fair to, and in the best interests of, BOSC and its shareholder; and (DB) has received approving this Agreement and the opinion of its financial advisor, Xxxxxxx Xxxxxxxx Partners LP, to the effect that, as of the date of such opinion and based upon and subject to the assumptions, qualifications and limitations set forth therein, the Merger Consideration is fair, from a financial point of view, to the holders of Yankees Shares (other than Braves or any of its Affiliates), a copy of which opinion will be provided to Braves as promptly as practicable following the execution of this Agreement. It is agreed and understood that such opinion is for the benefit of the Yankees Board and may not be relied on by Bravestransactions contemplated herein.

Corporate Authority. Yankees Each of the Company, ESI and Newco has all (or will have at the time of such act) the requisite corporate power and authority and has taken all corporate action necessary in order to authorize, execute, deliver and perform its obligations under this Agreement, each Reorganization Agreement to which it is or will be a party and to consummate the Merger and the other transactions contemplated herebythereby (other than, including with respect to taking all corporate action necessary in order to make inapplicable to Braves any ownership or voting restriction in the Yankees Organizational Documents, subject only (i) in issuance and sale by the case Company of the MergerShares and Warrants, to the adoption approval of this Agreement such issuance and sale by the affirmative vote of the holders of a majority of the outstanding Yankees Shares entitled to vote thereon at a stockholders’ meeting duly called and held for such purpose voting power of the Common Stock (the “Yankees Requisite Vote”"Company Stockholder Approval") and, with respect to the Distributions, formal declaration of the Distributions by the Company's Board of Directors). The execution, delivery and performance of each Reorganization Agreement by the Company and the consummation by the Company of the Pre-Distribution Transactions, the Newco Merger (as defined in the Newco Distribution Agreement), the Distributions and the issuance and sale by the Company of the Shares and Warrants and of the other transactions contemplated thereby have been duly authorized (iior will have been duly authorized at the time of such act) by the Company's Board of Directors, and no other corporate proceedings on the part of the Company are necessary to authorize any Reorganization Agreement or for the Company to consummate the transactions so contemplated (other than, with respect to the extent issuance and sale by the Company of the Shares and Warrants, the Company Stockholder Approval and, with respect to the Distributions, formal declaration of the Distributions by the Company's Board of Directors). The execution, delivery and performance by Newco of each Reorganization Agreement to which it will be a party and the consummation by it of the transactions contemplated thereby will be duly authorized by Newco's Board of Directors and its stockholder, if required, approval and no other corporate proceedings on the part of Newco will be necessary to authorize any Reorganization Agreement to which it will be a party or for it to consummate the transactions so contemplated. The execution, delivery and performance by ESI of each Reorganization Agreement to which it will be a party and the consummation by it of the SEC transactions contemplated thereby will be duly authorized by ESI's Board of Directors and its stockholders, if required, and no other corporate proceedings on the part of ESI will be necessary to authorize any Reorganization Agreement to which it will be a party or other Governmental Entity as contemplated in Section 3.1(f) for it to consummate the transactions so contemplated. Each Reorganization Agreement to which the Company, ESI or Section 4.4. This Agreement has been duly Newco is or will be a party is, or when executed and delivered by Yankees andwill be, assuming due execution and delivery by Braves and Merger Sub, constitutes a valid and binding agreement of Yankees such party, enforceable against Yankees such party in accordance with its termsthe terms thereof, subject, as to enforcement, to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles assuming (the “Bankruptcy and Equity Exception”). The Yankees Board (A) has unanimously determined that the Merger is fair to, and in the best interests of, Yankees and its stockholders, approved and declared advisable this Agreement and the transactions contemplated by this Agreement, including the Merger; (B) has unanimously determined, subject to Section 4.2(d), to recommend that Yankees stockholders approve the adoption case of this Agreement and the transactions contemplated by this Registration Rights Agreement) that each Reorganization Agreement (such recommendation, the “Yankees Recommendation”); (C) directed that this Agreement be submitted to the holders which Purchaser is a party is a valid and binding agreement of Yankees Shares for their adoption; and (D) has received the opinion of its financial advisor, Xxxxxxx Xxxxxxxx Partners LP, to the effect that, as of the date of such opinion and based upon and subject to the assumptions, qualifications and limitations set forth therein, the Merger Consideration is fair, from a financial point of view, to the holders of Yankees Shares (other than Braves or any of its Affiliates), a copy of which opinion will be provided to Braves as promptly as practicable following the execution of this Agreement. It is agreed and understood that such opinion is for the benefit of the Yankees Board and may not be relied on by BravesPurchaser.

Corporate Authority. Yankees has all requisite All corporate power actions of Seller and authority Seller Sub necessary to authorize the execution, delivery and has taken all corporate action necessary performance of this Agreement and the consummation of the transactions contemplated hereby, in order each case by Seller and Seller Sub, have been duly and validly taken, except for the adoption of this Agreement by the Required Seller Vote (as defined in Section 3.01(ii)) and subject, in the case of the consummation of the Merger and the Bank Merger, to authorizethe filing and recordation of Articles of Merger as required by the IBCL and the WVBCA. The Seller Board has, executeby unanimous vote of the directors, deliver and perform its obligations under duly adopted resolutions (i) approving this Agreement, and to consummate the Merger, the Bank Merger and the other transactions contemplated hereby, including with respect to taking all corporate action necessary in order to make inapplicable to Braves any ownership or voting restriction in the Yankees Organizational Documents, subject only (i) in the case of the Merger, to the adoption of this Agreement by the holders of a majority of the outstanding Yankees Shares entitled to vote thereon at a stockholders’ meeting duly called and held for such purpose (the “Yankees Requisite Vote”), and (ii) to the extent required, approval of the SEC or other Governmental Entity as contemplated in Section 3.1(f) or Section 4.4. This Agreement has been duly executed and delivered by Yankees and, assuming due execution and delivery by Braves and Merger Sub, constitutes a valid and binding agreement of Yankees enforceable against Yankees in accordance with its terms, subject, as to enforcement, to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles (the “Bankruptcy and Equity Exception”). The Yankees Board (A) has unanimously determined declaring that the Merger it is fair to, and in the best interests of, Yankees of Seller and its stockholders, approved and declared advisable shareholders that Seller enter into this Agreement and consummate the transactions contemplated by Merger and the Bank Merger on the terms and subject to the conditions set forth in this Agreement, including the Merger; (Biii) has unanimously determined, subject to Section 4.2(d), to recommend that Yankees stockholders approve the adoption of this Agreement and the transactions contemplated by this Agreement (such recommendation, the “Yankees Recommendation”); (C) directed directing that this Agreement be submitted to the holders a vote at a meeting of Yankees Shares for their adoption; and (D) has received the opinion of its financial advisor, Xxxxxxx Xxxxxxxx Partners LP, Seller’s shareholders to the effect that, as of the date of such opinion and based upon and subject to the assumptions, qualifications and limitations set forth therein, the Merger Consideration is fair, from a financial point of view, to the holders of Yankees Shares (other than Braves or any of its Affiliates), a copy of which opinion will be provided to Braves held as promptly as practicable following and (iv) subject to the execution provisions of Section 5.03 hereof, to recommend that Seller’s shareholders adopt this AgreementAgreement in accordance with the provisions of Section 7.06(f) hereof. It is agreed and understood that such opinion is for the benefit The Board of Directors of Seller Sub has, by unanimous vote of the Yankees directors, duly adopted resolutions approving this Agreement and the Bank Merger and the other transactions contemplated hereby. Seller Board has approved and may not be relied on by Bravesdirected that Seller, as the sole shareholder of Seller Sub, provide its written consent to the Bank Merger.

Corporate Authority. Yankees (i) Each of Parent and the Merger Subs has all requisite corporate power and authority and has taken all corporate action necessary in order to authorize, execute, deliver and perform its obligations under this Agreement, Agreement and to consummate the Merger and the other transactions contemplated hereby, including with respect to taking all corporate action necessary in order to make inapplicable to Braves any ownership or voting restriction in the Yankees Organizational DocumentsMergers, subject only (i) in the case of the Merger, to the adoption of this Agreement by the holders of a majority of the outstanding Yankees Shares entitled to vote thereon at a stockholders’ meeting duly called and held for such purpose (the “Yankees Requisite Parent Vote”), and (ii) to the extent required, approval of the SEC or other Governmental Entity as contemplated in Section 3.1(f) or Section 4.4. This Agreement has been duly executed and delivered by Yankees and, assuming due execution each of Parent and delivery by Braves the Merger Subs and Merger Sub, constitutes is a valid and binding agreement of Yankees Parent and the Merger Subs, enforceable against Yankees each of Parent and the Merger Subs in accordance with its terms, subject, as subject to enforcement, to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles (the “Bankruptcy and Equity Exception”). . (ii) The Yankees Board (A) Parent Special Committee has unanimously (a) determined that this Agreement and the Merger is transactions contemplated by this Agreement, including the Mergers, the Parent Charter Amendment, the Parent Option Plan Increase and the Parent Share Issuance are advisable and fair to, and in the best interests of, Yankees Parent and the stockholders of Parent, (b) recommended that the Parent Board approve this Agreement and the transactions contemplated by this Agreement, including the Mergers, the Parent Charter Amendment, the Parent Option Plan Increase and the Parent Share Issuance, and declare that this Agreement is advisable and fair to, and in the best interests of, Parent and its stockholders, and (c) recommended, subject to the approval by the Parent Board, that the Parent Board submit this Agreement, the Parent Charter Amendment, the Parent Option Plan Increase and the Parent Share Issuance to the stockholders of Parent for approval and adoption and resolve to recommend that the (x) Parent Public Stockholders approve and adopt this Agreement and the transactions contemplated by this Agreement and (y) stockholders of the Parent approve and adopt the Parent Charter Amendment, the Parent Option Plan Increase, and the Parent Share Issuance. (iii) The Parent Board has unanimously (A) approved and declared advisable this Agreement and the transactions contemplated by this Agreement, including the Merger; Mergers, the Parent Charter Amendment and the Parent Share Issuance, on the terms and subject to the conditions set forth in this Agreement, (B) has unanimously determineddetermined that this Agreement and the transactions contemplated by this Agreement, subject to Section 4.2(d)including the Mergers, to recommend that Yankees the Parent Charter Amendment and the Parent Share Issuance, are advisable and fair to, and in the best interests of, Parent and the stockholders approve of Parent, (C) recommended (x) the approval and adoption of this Agreement and the transactions contemplated by this Agreement by the Parent Public Stockholders and (such recommendationy) the approval and adoption of the Parent Charter Amendment, the “Yankees Recommendation”); Parent Option Plan Increase, and the Parent Share Issuance to the stockholders of Parent, in each case on the terms and subject to the conditions set forth in this Agreement, and (CD) directed that this Agreement Agreement, the transactions contemplated by this Agreement, the Parent Charter Amendment, the Parent Option Plan Increase, and the Parent Share Issuance be submitted to the holders stockholders of Yankees Shares Parent for their approval and adoption; and (D) has received the opinion of its financial advisor, Xxxxxxx Xxxxxxxx Partners LP, to the effect that, as of the date of such opinion and based upon and subject to the assumptions, qualifications and limitations set forth therein, the Merger Consideration is fair, from a financial point of view, to the holders of Yankees Shares (other than Braves or any of its Affiliates), a copy of which opinion will be provided to Braves as promptly as practicable following the execution of this Agreement. It is agreed and understood that such opinion is for the benefit of the Yankees Board and may not be relied on by Braves.

Corporate Authority. Yankees Each of Parent and Merger Sub has all requisite corporate power and authority to enter into this Agreement and has taken all corporate action necessary in order the other Transaction Documents to authorize, execute, deliver and perform its obligations under this Agreementwhich it is a party or by which it is otherwise bound, and to consummate carry out the Merger and the other transactions contemplated hereby, including with respect hereby and thereby. Name Change Merger Sub has all requisite corporate power and authority to taking all corporate action necessary in order enter into the Transaction Documents to make inapplicable to Braves any ownership which it is a party or voting restriction in the Yankees Organizational Documents, subject only (i) in the case of the Merger, to the adoption of this Agreement by the holders of a majority of the outstanding Yankees Shares entitled to vote thereon at a stockholders’ meeting duly called and held for such purpose (the “Yankees Requisite Vote”)which it is otherwise bound, and (ii) to carry out the extent required, approval of the SEC or other Governmental Entity as transactions contemplated in Section 3.1(f) or Section 4.4. This Agreement has been duly executed and delivered by Yankees and, assuming due execution and delivery by Braves and Merger Sub, constitutes a valid and binding agreement of Yankees enforceable against Yankees in accordance with its terms, subject, as to enforcement, to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles (the “Bankruptcy and Equity Exception”)thereby. The Yankees Parent Board (A) has unanimously determined that the Merger it is fair to, to and in the best interests ofof Parent and each of the Parent Shareholders (including Parent Shareholders holding shares of Parent Common Stock that are not subject to repurchase in the Stock Repurchase), Yankees and its stockholders, approved and declared advisable it advisable, to enter into this Agreement and the other Transaction Documents and to consummate the transactions contemplated by this Agreementhereby and thereby, including the Merger; , the Stock Repurchase, the Private Placement, the Reverse Split and the Migratory Merger. The execution, delivery and performance of this Agreement, the Certificate of Merger and the other Transaction Documents to which the Company is a party, and the consummation of the transactions contemplated hereby and thereby, including the Merger, the Stock Repurchase, the Private Placement, the Reverse Split and the Migratory Merger (subject, (I) solely for purposes of the issuance of shares of Parent Common Stock issuable upon conversion of the Parent Preferred Stock issuable (a) pursuant to Section 1.5(a)(ii), and (b) pursuant to the Private Placement, in excess of the limitations on conversion thereof, and (II) solely for the purpose of the issuance of shares of Parent Common Stock issuable (A) upon exercise of the Private Placement Warrants, the Xxxx Warrant and the Reset Warrants, if any, and (B) has unanimously determinedissuable as Reset Shares pursuant to the terms of the Purchase Agreement, subject in each case prior to Section 4.2(dthe Reverse Split, to obtaining the Shareholder Approval), have been duly authorized by the Parent Board and, to recommend that Yankees stockholders approve the adoption of this Agreement and extent applicable, the transactions contemplated hereby and thereby have been approved by this Agreement Parent, as the sole stockholder of Merger Sub, and the board of directors of Merger Sub (such recommendationthe “Merger Sub Board”) in accordance with applicable Law. Except for the filing of the Certificate of Merger with the Delaware Secretary of State and the filing of the Name Change Merger Sub Articles of Merger with the Nevada Secretary of State, all of the corporate acts and other proceedings required to be taken by Parent, Merger Sub and Name Change Merger Sub and their respective boards of directors and shareholders, for the authorization, execution, delivery and performance of the Transaction Documents and the consummation of the Merger, the “Yankees Recommendation”); (C) directed that this Agreement be submitted to Stock Repurchase and the holders of Yankees Shares for their adoption; Name Change Merger by Parent, Merger Sub and (D) has received the opinion of its financial advisor, Xxxxxxx Xxxxxxxx Partners LP, to the effect thatName Change Merger Sub, as applicable, have been duly and validly taken and no further consent or authorization is required by any of the date of such opinion and based upon and subject to the assumptionsParent, qualifications and limitations set forth thereinMerger Sub, the Name Change Merger Consideration is fair, from a financial point of view, to the holders of Yankees Shares (other than Braves Sub or any of its Affiliatestheir respective directors or shareholders (except, (I) solely for purposes of the issuance of shares of Parent Common Stock issuable upon conversion of the Parent Preferred Stock issuable (a) pursuant to Section 1.5(a)(ii), a copy and (b) pursuant to the Private Placement, in excess of which opinion will be provided to Braves as promptly as practicable following the execution of this Agreement. It is agreed limitations on conversion thereof, and understood that such opinion is (II) solely for the benefit purpose of the Yankees Board issuance of shares of Parent Common Stock issuable (A) upon exercise of the Private Placement Warrants, the Xxxx Warrant and may not be relied on by Bravesthe Reset Warrants, if any, and (B) issuable as Reset Shares pursuant to the terms of the Purchase Agreement, in each case prior to the Reverse Split, for the obtaining the Shareholder Approval).

Corporate Authority. Yankees RELATIVE TO THIS AGREEMENT; NO VIOLATION; NO CONFLICT. Hi/Lo has all requisite the corporate power and authority necessary to enter into this Agreement and has taken all corporate action necessary in order to authorize, execute, deliver and perform carry out its obligations under hereunder. The execution and delivery of this Agreement, and to consummate the Merger Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by the Board of Directors of Hi/Lo and, except for the approval of its stockholders, no other corporate proceedings on the part of Hi/Lo are necessary to authorize this Agreement and the transactions contemplated hereby, including with respect to taking all corporate action necessary in order to make inapplicable to Braves any ownership or voting restriction in the Yankees Organizational Documents, subject only . The Board of Directors of Hi/Lo has (i) determined that the transactions contemplated by this Agreement are advisable and in the case best interest of the MergerHi/Lo and its stockholders, to the adoption of this Agreement by the holders of a majority of the outstanding Yankees Shares entitled to vote thereon at a stockholders’ meeting duly called and held for such purpose (the “Yankees Requisite Vote”), and (ii) to approved the extent required, approval Merger in accordance with Section 251 of the SEC or other Governmental Entity as contemplated DGCL (iii) and determined to recommend to such stockholders that they vote in Section 3.1(f) or Section 4.4favor thereof. This Agreement has been duly and validly executed and delivered by Yankees Hi/Lo and, assuming due execution this Agreement constitutes a valid and delivery by Braves and Merger Subbinding Agreement of the other parties hereto, this Agreement constitutes a valid and binding agreement of Yankees Hi/Lo, enforceable against Yankees Hi/Lo in accordance with its terms, subject, terms (except insofar as to enforcement, to enforceability may be limited by applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar or other laws of general applicability relating to or affecting creditors’ ' rights and to general equity generally, or by principles governing the availability of equitable remedies). Other than in connection with or in compliance with the provisions of the DGCL (including the approval of the stockholders of Hi/Lo), the Securities Exchange Act of 1934, as amended (the “Bankruptcy and Equity Exception”"Exchange Act"). The Yankees Board , the Hart-Scott-Rodino Antitrust Xxxxxxxxxxxx Xxx of 1976, as amended (A) has unanimously determined that the Merger is fair to"HSR Act"), and in (collectively, the best interests "Hi/Lo Required Approvals"), no authorization, consent or approval of, Yankees or filing by Hi/Lo with, any governmental body or authority or other person is necessary for the execution and its stockholders, approved and declared advisable this Agreement and the transactions contemplated by this Agreement, including the Merger; (B) has unanimously determined, subject to Section 4.2(d), to recommend that Yankees stockholders approve the adoption delivery of this Agreement and or for the consummation by Hi/Lo of the transactions contemplated by this Agreement except where the failure to obtain such authorizations, consents or approvals or make such filings is not reasonably likely to have a Material Adverse Effect on Hi/Lo. Except as disclosed in Hi/Lo's Disclosure Letter, neither the execution and delivery of this Agreement by Hi/Lo nor the consummation by Hi/Lo of the transactions contemplated by this Agreement will (such recommendationa) result in a breach or violation of the organizational documents of Hi/Lo or of any of Hi/Lo'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 “Yankees Recommendation”passage of time or otherwise, would constitute a default); , under, or entitle any party (Cwith the giving of notice, the passage of time or otherwise) directed that this Agreement be submitted to terminate, accelerate or modify, or result in the holders creation of Yankees Shares for their adoption; and (D) has received the opinion of its financial advisorany lien, Xxxxxxx Xxxxxxxx Partners LPsecurity interest, to the effect that, as charge or encumbrance upon any of the date properties or assets of such opinion and based upon and subject Hi/Lo or any of Hi/Lo's Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, contract, agreement, lease or other instrument or obligation to the assumptions, qualifications and limitations set forth therein, the Merger Consideration is fair, from a financial point of view, to the holders of Yankees Shares (other than Braves which Hi/Lo or any of its Affiliates)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 Hi/Lo or any of its 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 law to which Hi/Lo or any of its Subsidiaries, or any of their respective assets, are subject, or (e) give any governmental body the right to revoke, withdraw, suspend, cancel, terminate or modify any governmental authorization held by Hi/Lo or any of its Subsidiaries, except as otherwise disclosed to Discount in Hi/Lo's Disclosure Letter or that are not, individually or in the aggregate, reasonably likely to have a copy of which opinion will be provided to Braves as promptly as practicable following the execution of this Agreement. It is agreed and understood that such opinion is for the benefit of the Yankees Board and may not be relied Material Adverse Effect on by BravesHi/Lo.

Corporate Authority. Yankees (a) Each of Parent and Merger Sub has all the requisite corporate power and authority to execute and has taken all corporate action necessary in order to authorize, execute, deliver and perform its obligations under this Agreement, the Parent Stock Voting Agreement and the Option Agreement and to consummate the transactions contemplated hereby and thereby . The execution and delivery of this Agreement, the Parent Stock Voting Agreement and the Option Agreement by Parent and Merger Sub and the consummation by Parent and Merger Sub of the transactions contemplated hereby have been duly authorized by its respective Board of Directors and, in the case of this Agreement, subject to the approval of the Certificate Amendment and the issuance of the Parent Common Stock pursuant to the Merger by Parent's shareholders, no other corporate action on the part of Parent or Merger Sub is necessary to authorize the execution and delivery by Parent and Merger Sub of this Agreement and the consummation by it of the transactions contemplated hereby and thereby. This Agreement, the Parent Stock Voting Agreement and the Option Agreement have been duly executed and delivered by Parent and Merger Sub constitute valid and binding agreements of Parent and Merger Sub and each is enforceable against Parent and Merger Sub in accordance with its terms. (b) Prior to the execution and delivery of this Agreement, the Board of Directors of each of Parent and Merger Sub (at a meeting duly called and held) has (i) approved and declared advisable this Agreement, the Merger and the other transactions contemplated herebyhereby and the Parent Stock Voting Agreement and the Option Agreement and the transactions contemplated thereby as of such date, including with respect and (ii) subject to taking all corporate action necessary in order the provisions hereof, determined to make inapplicable recommend the issuance of the Parent Common Stock pursuant to Braves any ownership or voting restriction in the Yankees Organizational Documents, subject only (i) in the case of the Merger, the amendment of Parent's option plan in connection with Section 2.6 ("Option Amendment") and the Certificate Amendment to the adoption Parent's shareholders for approval at the shareholders meeting contemplated by Section 6.4 hereof. Pursuant to the DGCL, the affirmative vote of this Agreement by the holders of a majority of the shares of the Parent Common Stock outstanding Yankees Shares on the record date for the Parent Shareholder Meeting, voting together as a single class is necessary to approve the Certificate Amendment. Pursuant to the rules of the New York Stock Exchange, the issuance of the shares of Parent Common Stock in connection with the Merger and the Option Agreement must be approved by a majority of the votes cast on the proposal, provided that the total number of votes cast on the proposal represents a majority of the shares of Parent Common Stock entitled to vote thereon at a stockholders’ meeting duly called and held for such purpose (on the “Yankees Requisite Vote”), and (ii) to the extent required, approval of the SEC or other Governmental Entity as contemplated in Section 3.1(f) or Section 4.4. This Agreement has been duly executed and delivered by Yankees and, assuming due execution and delivery by Braves and Merger Sub, constitutes a valid and binding agreement of Yankees enforceable against Yankees in accordance with its terms, subject, as to enforcement, to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles (the “Bankruptcy and Equity Exception”)proposal. The Yankees Board (A) foregoing is the only vote of holders of any series of Parent Common Stock required to approve the transactions contemplated hereby. Parent has unanimously determined that taken all steps necessary to approve and exempt this Agreement, the Merger is fair to, Parent Stock Voting Agreement and in the best interests of, Yankees and its stockholders, approved and declared advisable this Option Agreement and the transactions contemplated by this Agreement, including hereby and thereby from the Merger; (B) has unanimously determined, subject to restrictions on " business combinations" set forth in Section 4.2(d), to recommend that Yankees stockholders approve the adoption of this Agreement and the transactions contemplated by this Agreement (such recommendation, the “Yankees Recommendation”); (C) directed that this Agreement be submitted to the holders of Yankees Shares for their adoption; and (D) has received the opinion of its financial advisor, Xxxxxxx Xxxxxxxx Partners LP, to the effect that, as 203 of the date of such opinion and based upon and subject to the assumptions, qualifications and limitations set forth therein, the Merger Consideration is fairDGCL, from a financial point any other applicable takeover statute and from any applicable charter, or organizational document of viewParent containing any change of control, to the holders of Yankees Shares (other than Braves "anti-takeover" or any of its Affiliates), a copy of which opinion will be provided to Braves as promptly as practicable following the execution of this Agreement. It is agreed and understood that such opinion is for the benefit of the Yankees Board and may not be relied on by Bravessimilar provision.