Common use of Incorporation; Authorization; Etc Clause in Contracts

Incorporation; Authorization; Etc. (a) Each of the Company and its Subsidiaries is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization. Each of the Company and its Subsidiaries has all requisite corporate power and authority to own, lease and operate its properties and assets and to carry on its business as it is now being conducted, and is in good standing and is duly qualified to transact business in each jurisdiction in which the nature of property owned or leased by it or the conduct of its business requires it to be so qualified, except where the failure to have such power or authority, to be in good standing or to be duly qualified to transact business, would not, individually or in the aggregate, have a Material Adverse Effect. The copies of the certificate of incorporation and by-laws (in each case, together with all amendments thereto) of the Company and each of its Subsidiaries which have been previously delivered or made available to Buyer are true, correct and complete. (b) The Company has all requisite corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement, the performance of the Company's obligations hereunder and the consummation of the transactions contemplated hereby have been duly and validly authorized by the Board of Directors of the Company and no other corporate proceedings or actions on the part of the Company, its Board of Directors or stockholders are necessary therefor. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby will not (i) violate any provision of the certificate of incorporation or by-laws of the Company or any of its Subsidiaries, (ii) except as disclosed in Schedule 3.1 hereto, and except as provided in the Credit Agreement, violate or conflict with any provision of, or be an event that is (or with the passage of time will result in) a violation or conflict of, or result in the termination or acceleration of or entitle any party to terminate or accelerate (whether after the giving of notice or lapse of time or both) any obligation under, or constitute a default (with or without notice or lapse of time, or both), or result in (or with notice or the passage of time would result in) the imposition of any lien upon or the creation of a security interest in any of the Company's or any of its Subsidiaries' assets or properties pursuant to, any mortgage, lien, lease, agreement, instrument, order, arbitration award, judgment or decree to which the Company or any of its Subsidiaries is a party or by which any of them or their assets are bound, or (iii) except as described in Section 3.1(c) hereof or as listed on Schedule 3.1 hereto, violate or conflict with any law, order, judgment, injunction, decree, ordinance, regulation or ruling of any governmental authority to which the Company or any of its Subsidiaries is subject, except for those that, in the case of clauses (ii) and (iii) would not, individually or in the aggregate, have a Material Adverse Effect. This Agreement has been duly executed and delivered by the Company, and, assuming the due execution hereof by Buyer, this Agreement constitutes the legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except for (i) the effect of any applicable bankruptcy, insolvency, reorganization, moratorium and similar laws relating to or affecting the rights of creditors generally and (ii) the effect of equitable principles of general application. (c) No registrations, filings, applications, notices, consents, approvals, orders, qualifications, authorizations or waivers are required to be made, filed, given or obtained by the Company or any of its Subsidiaries (or, by reason of facts pertaining to the Company or its Subsidiaries, on the part of Buyer) with, to or from any Persons (including governmental authorities) in connection with the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby, except for (i) those set forth on Schedule 3.1, (ii) filings under the HSR Act, (iii) those that become applicable solely as a result of the specific regulatory status of Buyer or its Affiliates, or (iv) those that the failure to make, file, give or obtain would not, individually or in the aggregate, have a Material Adverse Effect.

Incorporation; Authorization; Etc. (a) Each of the Company and its Subsidiaries Seller is a --------------------------------- corporation duly organizedincorporated, validly existing and in good standing under the laws of the jurisdiction State of its organization. Each of the Company and its Subsidiaries has all requisite corporate power and authority to own, lease and operate its properties and assets and to carry on its business as it is now being conducted, and is in good standing Delaware and is duly qualified to transact business in each jurisdiction in which the nature of property owned or leased by it the Seller with respect to the Business or the conduct of its business Seller with respect to the Business requires it to be so qualified, except where the failure to have such power or authority, to be in good standing or to be duly qualified to transact business, would not, individually or in the aggregate, reasonably be expected to have a Material an Adverse Effect. The copies of the certificate of incorporation and by-laws (in each case, together with all amendments thereto) of the Company and each of its Subsidiaries which have been previously delivered or made available to Buyer are true, correct and completeEffect on Seller. (b) The Company Seller has all requisite corporate power and authority to own the properties and assets employed by Seller, to carry on Seller's business as it is now being conducted, to execute and deliver this Agreement, to perform its obligations hereunder Agreement and to consummate the transactions contemplated herebyhereby by Seller. The execution and delivery of this Agreement, the performance of the Company's obligations hereunder Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by the Board of Directors of the Company and no other all necessary corporate proceedings or actions on the part of the Company, its Board of Directors or stockholders are necessary thereforSeller. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby will not (i) violate any provision of the Seller's certificate of incorporation or by-laws of the Company or any of its Subsidiariesbylaws, (ii) except as disclosed in Schedule 3.1 hereto, and except as provided in the Credit Agreement(b), violate or conflict with any provision of, or be an event that is ---------------- (or with the passage of time will result in) a violation or conflict of, or result in the termination or acceleration of or entitle any party Person to terminate or accelerate (whether after the giving of notice or lapse of time or both) any obligation under, or constitute a default (with or without notice or lapse of time, or both), or result in (or with notice or the passage of time would result in) the imposition of any lien Lien (except Permitted Liens) upon or the creation of a security interest in any of the Company's Acquired Assets, pursuant to any Contract or Order to which Seller or any of its Subsidiaries' assets or properties pursuant to, any mortgage, lien, lease, agreement, instrument, order, arbitration award, judgment or decree to which the Company or any of its Subsidiaries Affiliates is a party or by which any of them or their assets are it is bound, or (iii) except as described in Section 3.1(c) hereof or as listed on Schedule 3.1 hereto3.1(b), violate or conflict with any law, order, judgment, injunction, decree, ordinance, regulation or ruling other --------------- material restriction of any governmental authority kind or character to which the Company or any of its Subsidiaries Seller is subject, except for those that, in the case of any of clauses (ii) and (iii) would not), would, individually or in the aggregate, have a Material Adverse Effectreasonably be expected to Adversely Affect the Business. This Agreement has been duly executed and delivered by the CompanySeller, and, assuming the due execution hereof by Buyer, this Agreement constitutes the legal, valid and binding obligation of the CompanySeller, enforceable against the Company Seller in accordance with its terms, except for (i) the effect of any applicable bankruptcy, insolvency, reorganization, moratorium and similar laws relating to or affecting the rights of creditors generally and (ii) the effect of equitable principles of general application. (c) No registrationsExcept as otherwise provided in this Agreement, filingsat the Closing, applications, notices, consents, approvals, orders, qualifications, authorizations or waivers are required Seller will deliver to be made, filed, given or obtained by the Company or any of its Subsidiaries (or, by reason of facts pertaining Buyer good title to the Company or its Subsidiaries, on the part Acquired Assets free and clear of Buyer) with, to or from any Persons (including governmental authorities) in connection with the execution and delivery of this Agreement or the consummation of the transactions contemplated herebyall Liens, except for (i) those set forth on Schedule 3.1, (ii) filings under the HSR Act, (iii) those that become applicable solely as a result of the specific regulatory status of Buyer or its Affiliates, or (iv) those that the failure to make, file, give or obtain would not, individually or in the aggregate, have a Material Adverse EffectPermitted Liens.

Incorporation; Authorization; Etc. (a) Each of the Company and its Subsidiaries Nestle is a corporation duly organizedincorporated, validly existing and in good standing under the laws of the State of Delaware and each NICC Entity is duly organized and validly existing and in good standing under the laws of the jurisdiction of its organization. Each Except as set forth in Section 3.1(a) of the Company and its Subsidiaries Nestle Disclosure Schedule, each of the NICC Entities (i) has all the requisite corporate or similar power and authority to own, lease and operate own its properties and assets and to carry on its business as it is now being conducted, conducted and (ii) is in good standing and is duly qualified to transact business in each jurisdiction in which the nature of property owned or leased by it or the conduct of its business requires it to be so qualified, except where the failure to have such power be so organized or authority, to be in good standing or to be duly qualified to transact business, or to have such power and authority, would not, individually or in the aggregate, have or reasonably be expected to have a Material Adverse Effectmaterial adverse effect on the NICC Entities. The copies For purposes of this Article III, a "material adverse effect on the NICC Entities" shall mean a material adverse effect on the assets, liabilities, business, financial condition, results of operations and prospects of the certificate of incorporation and by-laws (in each caseNICC Entities, together with all amendments thereto) of the Company and each of its Subsidiaries which have been previously delivered or made available to Buyer are true, correct and completetaken as a whole. (b) The Company Nestle has all the requisite corporate or similar power and authority to execute and deliver this Agreement, Agreement and to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery by Nestle of this Agreement, the performance by Nestle of the Company's its obligations hereunder and the consummation by Nestle of the transactions contemplated hereby have been duly and validly authorized by the Board of Directors of the Company Nestle and no other corporate proceedings or actions on the part of the CompanyNestle, its Board of Directors or stockholders are necessary therefor. The . (c) Except as set forth in Section 3.1(c) of the Nestle Disclosure Schedule, the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby will not (i) violate any provision of the Nestle's certificate of incorporation or by-laws of the Company or any of its Subsidiarieslaws, (ii) except as disclosed in Schedule 3.1 hereto, and except as provided in the Credit Agreement, violate or conflict with any provision of, or be an event that is (or with the passage of time will result in) a violation or conflict of, or result in the termination or acceleration of or entitle any party to terminate accelerate or accelerate exercise (whether after the giving of notice or lapse of time or both) any obligation or right under, or constitute a default (with or without notice or lapse of time, or both), or result in (or with notice or the passage of time would result in) the imposition of any lien Lien upon or the creation of a security interest in any shares of the Company's capital stock or similar interest of any NICC Entity, or any of its Subsidiaries' NICC Entity's assets or properties pursuant to, any mortgage, lien, leaseLien, agreement, instrument, order, arbitration award, judgment or decree to which the Company Nestle or any of its Subsidiaries NICC Entity is a party or by which any of them or their assets are is bound, or (iii) except as described in Section 3.1(c) hereof or as listed on Schedule 3.1 hereto, violate or conflict with any law, order, judgment, injunction, decree, ordinance, regulation or ruling other restriction of any governmental authority kind or character to which the Company Nestle, any Continuing Affiliate or any of its Subsidiaries NICC Entity is subject, except for those that, in the case of clauses (ii) and or (iii) would notwould, individually or in the aggregate, have or reasonably be expected to have a Material Adverse Effectmaterial adverse effect on the NICC Entities or prevent the Transactions from occurring prior to the Termination Date or result in any material delay in the consummation of the Transactions. This Agreement has been duly executed and delivered by the CompanyNestle, and, assuming the due execution hereof by BuyerDreyer's, New Dreyer's and Merger Sub, this Agreement constitutes the legal, valid and binding obligation of the CompanyNestle, enforceable against the Company Nestle in accordance with its terms, except for (i) subject to the effect of any applicable bankruptcy, insolvency, reorganization, liquidation, dissolution, moratorium and or other similar laws relating to or affecting the rights of creditors generally and (ii) to the effect of equitable the application of general principles of general application. equity (c) No registrations, filings, applications, notices, consents, approvals, orders, qualifications, authorizations regardless of whether considered in proceedings at law or waivers are required in equity). Nestle has delivered to be made, filed, given or obtained by the Company or any of its Subsidiaries (or, by reason of facts pertaining to the Company or its Subsidiaries, on the part of Buyer) with, to or from any Persons (including governmental authorities) in connection with the execution Dreyer's a true and delivery of this Agreement or the consummation correct copy of the transactions contemplated herebycertificate of formation and the operating agreement, except for (i) those set forth on Schedule 3.1each as amended to date, (ii) filings under the HSR Act, (iii) those that become applicable solely as a result of the specific regulatory status of Buyer or its Affiliates, or (iv) those that the failure to make, file, give or obtain would not, individually or in the aggregate, have a Material Adverse EffectNICC.

Incorporation; Authorization; Etc. (a) Each of the Company Dreyer's and each of its Subsidiaries is a corporation duly organized, organized and validly existing and and, with respect to each U.S. corporation, in good standing standing, under the laws of the jurisdiction of its organization. Each Except as set forth in Section 4.1(a) of the Company Dreyer's Schedule, each of Dreyer's and each of its Subsidiaries (i) has all the requisite corporate or similar power and authority to own, lease and operate own its properties and assets and to carry on its business as it is now being conducted, conducted and (ii) is in good standing and is duly qualified to transact business in each jurisdiction in which the nature of property owned or leased by it or the conduct of its business requires it to be so qualified, except where the failure to have such power be so organized or authority, to be in good standing or to be duly qualified to transact business, or to have such power and authority, would not, individually or in the aggregate, have or reasonably be expected to have a Material Adverse Effectmaterial adverse effect on Dreyer's. The copies For purposes of this Article IV, a "material adverse effect on Dreyer's" shall mean a material adverse effect on the certificate assets, liabilities, business, financial condition, results of incorporation operations and by-laws (in each caseprospects of Dreyer's and its Subsidiaries, together with all amendments thereto) of the Company and each of its Subsidiaries which have been previously delivered or made available to Buyer are true, correct and completetaken as a whole. (b) The Company has all Dreyer's, New Dreyer's and Merger Sub have the requisite corporate power and authority to execute and deliver this Agreement, Agreement and to perform its their obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery by Dreyer's, New Dreyer's and Merger Sub of this Agreement, the performance by Dreyer's, New Dreyer's and Merger Sub of the Company's their obligations hereunder and the consummation by Dreyer's, New Dreyer's and Merger Sub of the transactions contemplated hereby have been duly and validly authorized by the Board Disinterested Directors of Dreyer's and the Boards of Directors of New Dreyer's and Merger Sub and, except for the Company filing of the Certificate of Merger with the Secretary of State of the State of Delaware, and except for obtaining the approval by the stockholders of Dreyer's of the Merger by the Required Dreyer's Vote and by the sole stockholder of Merger Sub, no other corporate proceedings or actions on the part of the CompanyDreyer's, its Board New Dreyer's or Merger Sub, their respective Boards of Directors or stockholders are necessary therefor. The . (c) Except as set forth in Section 4.1(c) of the Dreyer's Disclosure Schedule, the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby will not (i) violate any provision of the Dreyer's or any of its Subsidiaries' respective certificate of incorporation or by-laws of the Company (or any of its Subsidiariesequivalent organizational documents or instruments), (ii) except as disclosed set forth in Schedule 3.1 hereto, and except as provided in Section 4.1(c) of the Credit AgreementDreyer's Disclosure Schedule, violate or conflict with any provision of, or be an event that is (or with the passage of time will result in) a violation or conflict of, or result in the termination or acceleration of or entitle any party to terminate accelerate or accelerate exercise (whether after the giving of notice or lapse of time or both) any obligation or right under, or constitute a default (with or without notice or lapse of time, or both), or result in (or with notice or the passage of time would result in) the imposition of any lien Lien upon or the creation of a security interest in any shares of the Companycapital stock of Dreyer's or its Subsidiaries or any of Dreyer's or any of its Subsidiaries' assets or properties pursuant to, any mortgage, lien, leaseLien, agreement, instrument, order, arbitration award, judgment or decree to which the Company Dreyer's or any of its Subsidiaries is a party or by which any of them or their assets are is bound, or (iii) except as described in Section 3.1(c) hereof or as listed on Schedule 3.1 hereto, violate or conflict with any law, order, judgment, injunction, decree, ordinance, regulation or ruling other restriction of any governmental authority kind or character to which the Company Dreyer's or any of its Subsidiaries is subject, except for those that, in the case of clauses clause (ii) and or (iii) would notwould, individually or in the aggregate, have or reasonably be expected to have a Material Adverse Effectmaterial adverse effect on Dreyer's or prevent the Transactions from occurring prior to the Termination Date or result in any material delay in the consummation of the Transactions. This Agreement has been duly executed and delivered by the CompanyDreyer's, New Dreyer's and Merger Sub, and, assuming the due execution hereof by BuyerNestle, this Agreement constitutes the legal, valid and binding obligation obligations of the CompanyDreyer's, New Dreyer's and Merger Sub, enforceable against the Company Dreyer's, New Dreyer's and Merger Sub in accordance with its terms, except for (i) subject to the effect of any applicable bankruptcy, insolvency, reorganization, liquidation, dissolution, moratorium and or other similar laws relating to or affecting the rights of creditors generally and (ii) to the effect of equitable the application of general principles of general application. equity (c) No registrations, filings, applications, notices, consents, approvals, orders, qualifications, authorizations regardless of whether considered in proceedings at law or waivers are required in equity). Dreyer's has delivered to be made, filed, given or obtained by the Company or any of its Subsidiaries (or, by reason of facts pertaining to the Company or its Subsidiaries, on the part of Buyer) with, to or from any Persons (including governmental authorities) in connection with the execution Nestle true and delivery of this Agreement or the consummation correct copies of the transactions contemplated herebycertificate of incorporation and by-laws, except for (i) those set forth on Schedule 3.1as amended to date, (ii) filings under the HSR Act, (iii) those that become applicable solely as a result of the specific regulatory status of Buyer or its Affiliates, or (iv) those that the failure to make, file, give or obtain would not, individually or in the aggregate, have a Material Adverse EffectDreyer's.

Incorporation; Authorization; Etc. (a) Each of the Company and its Subsidiaries Buyer is a corporation duly organizedincorporated, validly existing and in good standing under the laws of the jurisdiction of its organizationMissouri. Each of the Company and its Subsidiaries Buyer has all requisite full corporate power and authority to own, lease and operate its properties and assets and to carry on its business as it is now being conducted, and is in good standing and is duly qualified to transact business in each jurisdiction in which the nature of property owned or leased by it or the conduct of its business requires it to be so qualified, except where the failure to have such power or authority, to be in good standing or to be duly qualified to transact business, would not, individually or in the aggregate, have a Material Adverse Effect. The copies of the certificate of incorporation and by-laws (in each case, together with all amendments thereto) of the Company and each of its Subsidiaries which have been previously delivered or made available to Buyer are true, correct and complete. (b) The Company has all requisite corporate power and authority to execute and deliver this AgreementAgreement and the Collateral Documents, to perform its obligations hereunder thereunder and to consummate the transactions contemplated herebyhereby and thereby. The execution and delivery of this AgreementAgreement and the Collateral Documents, the performance of the Company's Buyer’s obligations hereunder and thereunder and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized by the Board of Directors of the Company Buyer and no other corporate proceedings or actions on the part of the CompanyBuyer, its Board of Directors or stockholders are necessary therefor. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby Collateral Documents will not (i) violate any provision of the certificate charter or bylaws or similar organizational instrument of incorporation or by-laws of the Company Buyer or any of its SubsidiariesAffiliates, (ii) except as disclosed in Schedule 3.1 hereto, and except as provided in the Credit Agreement, violate or conflict with any provision of, or be an event that is (or with the passage of time will result in) a violation or conflict of, or result in the termination or acceleration of or entitle any party to terminate or accelerate (whether after the giving of notice or lapse of time or both) any obligation under, or constitute a default (with or without notice or lapse of time, or both), or result in (or with notice or the passage of time would result in) the imposition of any lien upon or the creation of a security interest in any of the Company's Buyer’s or any of its Subsidiaries' Affiliates’ assets or properties pursuant to, any mortgage, lien, lease, agreement, instrument, order, arbitration award, judgment Contract or decree Order to which the Company Buyer or any of its Subsidiaries Affiliates is a party or by which Buyer or any of them or their assets are its Affiliates is bound, or (iii) except as described in Section 3.1(c) hereof or as listed on Schedule 3.1 hereto, violate or conflict with any law, order, judgment, injunction, decree, ordinance, regulation or ruling other material restriction of any governmental authority kind or character to which the Company Buyer or any of its Subsidiaries Affiliates is subject, except for those that, in the case of either of clauses (ii) and or (iii) would not), would, individually or in the aggregate, reasonably be expected to have an Adverse Effect on Buyer or Buyer and its subsidiaries, taken as a Material Adverse Effectwhole. This Agreement has been been, and upon Closing the Collateral Documents will be, duly executed and delivered by the CompanyBuyer, and, assuming the due execution hereof and thereof by BuyerSeller, this Agreement constitutes constitutes, and the Collateral Documents will constitute, the legal, valid and binding obligation of the CompanyBuyer, enforceable against the Company Buyer in accordance with its respective terms, except for (i) the effect of any applicable bankruptcy, insolvency, reorganization, moratorium and similar laws relating to or affecting the rights of creditors generally and (ii) the effect of equitable principles of general application. (c) No registrations, filings, applications, notices, consents, approvals, orders, qualifications, authorizations or waivers are required to be made, filed, given or obtained by the Company or any of its Subsidiaries (or, by reason of facts pertaining to the Company or its Subsidiaries, on the part of Buyer) with, to or from any Persons (including governmental authorities) in connection with the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby, except for (i) those set forth on Schedule 3.1, (ii) filings under the HSR Act, (iii) those that become applicable solely as a result of the specific regulatory status of Buyer or its Affiliates, or (iv) those that the failure to make, file, give or obtain would not, individually or in the aggregate, have a Material Adverse Effect.

Incorporation; Authorization; Etc. (a) Each of the The Company and its Subsidiaries is a corporation duly organized, validly existing and in good standing under the laws of the state of Delaware. The Company is duly authorized to conduct business as a foreign corporation and is in good standing in each jurisdiction of its organization. Each in which the property owned, leased or operated by the Company, or the nature of the business conducted by the Company and its Subsidiaries makes such qualification necessary. The Company has all requisite corporate power and authority to own, lease and operate its own or use the properties and assets that it purports to own or use and to carry on conduct its business as it is now being conducted, and is in good standing and is duly qualified to transact business in each jurisdiction in which the nature of property owned or leased by it or the conduct of its business requires it to be so qualified, except where the failure to have such power or authority, to be in good standing or to be duly qualified to transact business, would not, individually or in the aggregate, have a Material Adverse Effect. The Company has delivered to Investor true and complete copies of the certificate Certificate of incorporation Incorporation and by-laws (in each case, together with all amendments thereto) the bylaws of the Company and each of its Subsidiaries which have been previously delivered or made available (as amended to Buyer are true, correct and complete. (b) date). The Company has all requisite corporate full power and authority authority, to execute and deliver this Agreement, Agreement and the Ancillary Agreements to Investor and to perform its obligations hereunder and thereunder and to consummate the transactions contemplated herebyhereby and thereby. The execution and delivery of this AgreementAgreement and the Ancillary Agreements, the performance of the Company's ’s obligations hereunder and thereunder and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized by the Board of Directors of the Company and no other corporate all necessary proceedings or actions on the part of the Company, its Board of Directors or stockholders are necessary therefor. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby will not (i) violate any provision of the certificate of incorporation or by-laws of the Company or any of its Subsidiaries, (ii) except as disclosed in Schedule 3.1 hereto, and except as provided in the Credit Agreement, violate or conflict with any provision of, or be an event that is (or with the passage of time will result in) a violation or conflict of, or result in the termination or acceleration of or entitle any party to terminate or accelerate (whether after the giving of notice or lapse of time or both) any obligation under, or constitute a default (with or without notice or lapse of time, or both), or result in (or with notice or the passage of time would result in) the imposition of any lien upon or the creation of a security interest in any of the Company's or any of its Subsidiaries' assets or properties pursuant to, any mortgage, lien, lease, agreement, instrument, order, arbitration award, judgment or decree to which the Company or any of its Subsidiaries is a party or by which any of them or their assets are bound, or (iii) except as described in Section 3.1(c) hereof or as listed on Schedule 3.1 hereto, violate or conflict with any law, order, judgment, injunction, decree, ordinance, regulation or ruling of any governmental authority to which the Company or any of its Subsidiaries is subject, except for those that, in the case of clauses (ii) and (iii) would not, individually or in the aggregate, have a Material Adverse Effect. This Agreement has been been, and when executed and delivered the Ancillary Agreements to which each of them is are a party will be, duly executed and delivered by the Company, and, assuming the due execution hereof by Buyer, this Agreement constitutes Company and constitute and will constitute the legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its their terms, except for (i) the effect of any as limited by applicable bankruptcy, insolvency, reorganization, moratorium and similar other laws relating to or of general application affecting the enforcement of creditors’ rights of creditors generally and (ii) as limited by laws relating to the effect of equitable principles effects of general applicationequitable principles, including the availability of specific performance, injunctive relief or other equitable remedies. (c) No registrations, filings, applications, notices, consents, approvals, orders, qualifications, authorizations or waivers are required to be made, filed, given or obtained by the Company or any of its Subsidiaries (or, by reason of facts pertaining to the Company or its Subsidiaries, on the part of Buyer) with, to or from any Persons (including governmental authorities) in connection with the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby, except for (i) those set forth on Schedule 3.1, (ii) filings under the HSR Act, (iii) those that become applicable solely as a result of the specific regulatory status of Buyer or its Affiliates, or (iv) those that the failure to make, file, give or obtain would not, individually or in the aggregate, have a Material Adverse Effect.

Incorporation; Authorization; Etc. (a) Each of the Company and its the Subsidiaries is a corporation duly organized, organized and validly existing and in good standing and, with respect to those corporations organized under the laws of the jurisdiction of its organization. Each one of the Company and its Subsidiaries has all requisite corporate power and authority to own, lease and operate its properties and assets and to carry on its business as it is now being conducted, and is in good standing and is duly qualified to transact business in each jurisdiction in which the nature of property owned or leased by it or the conduct of its business requires it to be so qualified, except where the failure to have such power or authority, to be in good standing or to be duly qualified to transact business, would not, individually or in the aggregate, have a Material Adverse Effect. The copies states of the certificate United States of incorporation and by-laws America (in each case, together with all amendments thereto) of the Company and each of its Subsidiaries which have been previously delivered or made available to Buyer are true, correct and complete.a "U.S. (b) The Company Seller has all requisite full corporate power and authority to execute and deliver this Agreement, Agreement and to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement, the performance of the Company's obligations hereunder Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by the Board of Directors of the Company and no other all necessary corporate proceedings or actions on the part of the CompanySeller, its Board of Directors or stockholders are necessary thereforand stockholders. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby will not (i) violate any provision of Seller's or the certificate Company's Certificate of incorporation Incorporation or By-laws, (ii) violate any provision of any Subsidiary's charter or by-laws of the Company or any of its Subsidiariessimilar organizational instrument, (iiiii) except as disclosed in on Schedule 3.1 3.1(b) hereto, and except as provided in the Credit Agreement, violate or conflict with any provision of, or be an event that is (or with the passage of time will result in) a violation or conflict of, or result in the termination or acceleration of or entitle any party to terminate or accelerate (whether after the giving of notice or lapse of time or both) any obligation under, or constitute a default (with or without notice or lapse of time, or both), or result in (or with notice or the passage of time would result in) the imposition of any lien Lien upon any of the Shares or the creation of a security interest in any of the Company's or any of its the Subsidiaries' assets or properties pursuant to, any mortgage, lienLien, lease, agreement, instrument, order, arbitration award, judgment or decree to which Seller, the Company or any of its the Subsidiaries is a party or by which any of them or their assets are is bound, or (iiiiv) except as described in Section 3.1(c) hereof or as listed on Schedule 3.1 3.1(b) hereto, violate or conflict with any material provision of law, order, judgment, injunction, decree, ordinance, regulation judgment or ruling of any governmental authority or any other material restriction of any kind or character to which Seller, the Company or any of its the Subsidiaries is subject, except for those that, in the case of clauses (ii) and (iii) would not, individually or in the aggregate, have a Material Adverse Effect. This Agreement has been duly executed and delivered by the Company, and, assuming the due execution hereof by Buyer, this Agreement constitutes the legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except for (i) the effect of any applicable bankruptcy, insolvency, reorganization, moratorium and similar laws relating to or affecting the rights of creditors generally and (ii) the effect of equitable principles of general application.in (c) No registrations, filings, applications, notices, consents, approvals, orders, qualifications, authorizations or waivers are required to be made, filed, given or obtained by the Company or any of its Subsidiaries (or, by reason of facts pertaining to the Company or its Subsidiaries, on the part of Buyer) with, to or from any Persons (including governmental authorities) in connection with the execution and delivery of this Agreement or the Upon consummation of the transactions Stock Purchase at the Closing, as contemplated herebyby this Agreement, except for (i) those set forth on Schedule 3.1, (ii) filings under Seller will deliver to Buyer good title to the HSR Act, (iii) those that become applicable solely as a result Shares free and clear of the specific regulatory status of Buyer or its Affiliates, or (iv) those that the failure to make, file, give or obtain would not, individually or in the aggregate, have a Material Adverse Effectany Liens.

Incorporation; Authorization; Etc. (a) Each of the Company and its Subsidiaries Buyer is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction State of its organizationMaryland. Each of the Company and its Subsidiaries Buyer (1) has all requisite corporate power and authority to own, lease and operate own all of its properties and assets and to carry on its business as it is now being conducted, and (2) is in good standing standing, and is duly licensed, authorized or qualified to transact business in each jurisdiction in which the nature ownership or lease of real property owned or leased by it or the conduct of its business requires it to be so qualified, qualified except where the failure to have such power or authority, to be in good standing or to be duly licensed, authorized or qualified to transact business, would notnot reasonably be expected to, individually or in the aggregate, have a Material Adverse Effectmaterial adverse effect on the Business Condition of Buyer and its Subsidiaries, taken as a whole. The Buyer has heretofore delivered or made available to the Stockholders complete and correct copies of the its certificate of incorporation and by-laws (as in each case, together with all amendments thereto) of effect on the Company and each of its Subsidiaries which have been previously delivered or made available to Buyer are true, correct and completedate hereof. (b) The Company has all requisite corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement, the performance of the Company's obligations hereunder and the consummation of the transactions contemplated hereby have been duly and validly authorized by the Board of Directors of the Company and no other corporate proceedings or actions on the part of the Company, its Board of Directors or stockholders are necessary therefor. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by the Board of Directors of Buyer, and no additional proceedings (corporate or otherwise) on the part of Buyer or its stockholders are necessary to authorize the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby. This Agreement has been duly executed and delivered by, and, assuming the due execution and delivery thereof by the Company and the Stockholders, constitutes the legal, valid and binding obligation of, Buyer and is enforceable against Buyer in accordance with its terms. (c) The execution and delivery of this Agreement by Buyer and the consummation by Buyer of the transactions contemplated by this Agreement will not (i1) violate any provision of the certificate of incorporation or by-laws or similar organizational instrument of the Company Buyer or any of its material Subsidiaries, (ii2) except as disclosed result in Schedule 3.1 hereto, and except as provided in the Credit Agreement, violate or conflict with a violation of any provision of, or be an event that is constitute a default (with or with the passage without notice or lapse of time will result intime) a violation or conflict ofunder, or result in the termination give rise to a right of termination, cancellation or acceleration of (or entitle any party to terminate or accelerate (whether after the giving of notice or lapse of time or both) any obligation under, or constitute a default (with or without notice or lapse of time, or both), or result in (or with notice or the passage of time would result in) the imposition of any lien upon or the creation of a security interest in any of the CompanyBuyer's or any of its Subsidiaries' assets or properties pursuant to, any note, bond, debt instrument, mortgage, indenture, lien, lease, agreement, agreement or other instrument, orderor any judgment, arbitration awardinjunction, judgment order or decree to which the Company Buyer or any of its Subsidiaries is a party or by which any of them or their assets are is bound, or (iii3) except as described in Section 3.1(c) hereof or as listed on Schedule 3.1 hereto, violate or conflict with any law, order, judgment, injunction, decree, ordinance, regulation Law or ruling of any governmental authority Order applicable to which the Company Buyer or any of its Subsidiaries is subjectSubsidiaries, except for those thatexcept, in the case of clauses (ii2) and (iii) 3), for any such violations, defaults, rights or restrictions that would not, individually or in the aggregate, (A) have a Material Adverse Effect. This Agreement has been duly executed material adverse effect on the Business Condition of Buyer and delivered by its Subsidiaries, taken as a whole, (B) an adverse effect on the Company, and, assuming the due execution hereof by Buyer, this Agreement constitutes the legal, valid and binding obligation value of the Company, enforceable against Buyer Shares or (C) on adverse effect on the Company in accordance with its terms, except for (i) ability of Buyer to consummate the effect of any applicable bankruptcy, insolvency, reorganization, moratorium and similar laws relating to or affecting the rights of creditors generally and (ii) the effect of equitable principles of general applicationStock Exchange. (cd) No registrationsconsent, filingsapproval, applicationsorder or authorization of, noticesor registration, consentsdeclaration or filing with (1) any Governmental Authority or (2) any individual, approvals, orders, qualifications, authorizations corporation or waivers are required to be made, filed, given or obtained by the Company or other entity (including any of its Subsidiaries (or, by reason of facts pertaining to the Company or its Subsidiaries, on the part holder of Buyer's securities) with, is required by or with respect to or from any Persons (including governmental authorities) Buyer in connection with the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby, except for (A) satisfaction of all information and waiting period requirements of the HSR Act and any regulations promulgated thereunder, (B) such consents, approvals, orders, authorizations, registrations, declarations and filings as may be required under federal securities laws (including an order of effectiveness with respect to the Registration Statement), applicable state "blue sky" laws, and the securities laws of any foreign country, and (C) such other consents, authorizations, filings, approvals and registrations which, if not obtained or made, would not be reasonably likely to have (i) those set forth a material adverse effect on Schedule 3.1the Business Condition of Buyer and its Subsidiaries, taken as a whole or (ii) filings under an adverse effect on the HSR Act, (iii) those that become applicable solely as a result value of the specific regulatory status of Buyer or its Affiliates, or (iv) those that the failure to make, file, give or obtain would not, individually or in the aggregate, have a Material Adverse EffectShares.

Incorporation; Authorization; Etc. (a) Each DHC and each of the Company and its DHC's Subsidiaries is a corporation duly organizedincorporated, validly existing and in good standing under the laws of the its jurisdiction of its organization. Each of the Company DHC and its Subsidiaries (i) has all requisite corporate power and authority to own, lease and operate own its properties and assets and to carry on its business as it is now being conducted, conducted and (ii) is in good standing and is duly qualified to transact business in each domestic and foreign jurisdiction in which the nature of property owned or leased by it or the conduct of its business requires it to be so qualified, except where the failure to have such power or authority, to be in good standing or to be duly qualified to transact business, business would not, individually or in the aggregate, have a Material Adverse Effect. The copies of the certificate of incorporation and by-laws (in each case, together with all amendments thereto) of the Company and each of its Subsidiaries which have been previously delivered or made available to Buyer are true, correct and completematerial adverse effect on DHC. (b) The Company DHC has all requisite corporate full power to consummate the Restructuring and authority to execute and deliver this Agreement, Agreement and the other Restructuring Documents to which DHC is or will be party and to perform its obligations hereunder and to consummate under the transactions contemplated herebyother Restructuring Documents. The execution and delivery of this Agreement, Agreement and the other Restructuring Documents and the performance of the CompanyDHC's obligations hereunder and under the consummation of the transactions contemplated hereby other Restructuring Documents have been duly and validly authorized by all necessary proceedings on the Board part of Directors of the Company DHC and no other corporate proceedings or actions on the part of the CompanyDHC, its Board of Directors Directors, stockholders, or stockholders debtholders are necessary therefor. The execution, delivery and performance by DHC of this Agreement and the consummation of the transactions contemplated hereby other Restructuring Documents will not (i) violate any provision of the certificate DHC's Restated Certificate of incorporation Incorporation or by-laws of the Company or any of its Subsidiariesother organizational documents, (ii) except as disclosed in Schedule 3.1 hereto, and except as provided in the Credit Agreement, violate or conflict with any provision of, or be an event that is (or with notice or the passage of time or both will result in) a violation or conflict of, or result in the termination or acceleration of or entitle any party to terminate or accelerate (whether after the giving of notice or lapse of time or both) any obligation under, or constitute a default (with or without notice or lapse of time, or both), or result in (or with notice or the passage of time would result in) the imposition of any lien upon or Encumbrance upon, the creation of a security interest in any of the Company's or any of its Subsidiaries' assets or properties of DHC or its Subsidiaries pursuant to, to any mortgage, lien, lease, agreement, instrument, order, arbitration award, judgment judgment, injunction, decree, permit or decree "employee benefit plan" (as defined in Section 3(3) of ERISA) to which the Company DHC or any of its Subsidiaries is a party or by which any of them DHC or their assets are bound, or (iii) except as described in Section 3.1(c) hereof or as listed on Schedule 3.1 hereto, violate or conflict with any law, order, judgment, injunction, decree, ordinance, regulation or ruling of any governmental authority to which the Company or any of its Subsidiaries is subjectbound, except for those that, in the case of clauses (ii) and (iii) would notthat would, individually or in the aggregate, have a Material Adverse Effectmaterial adverse effect on DHC or that would prevent the consummation of any part of the Restructuring, or (iii) violate or conflict with any statute, rule or regulation applicable to DHC or its Subsidiaries or any of its assets or properties or any other material restriction of any kind or character to which DHC or its Subsidiaries is subject, that would, individually or in the aggregate, have a material adverse effect on DHC or would prevent the consummation of any part of the Restructuring. This Agreement has been been, and each other Restructuring Document to which DHC will be a party, will be, duly executed and delivered by the Company, DHC and, assuming the due execution and delivery hereof and thereof by Buyerthe other Parties hereto, this Agreement constitutes the legal, valid and binding obligation of the CompanyDHC, enforceable against the Company DHC in accordance with its terms, except for (i) the effect of any subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar or other laws relating to or affecting the rights and remedies of creditors generally and (ii) the effect of equitable to general principles of general applicationequity (regardless of whether in equity or at law). (c) No registrations, filings, applications, notices, consents, approvals, orders, qualifications, authorizations or waivers are required to be made, filed, given or obtained by the Company or any of its Subsidiaries (or, by reason of facts pertaining to the Company or its Subsidiaries, on the part of Buyer) with, to or from any Persons (including governmental authorities) in connection with the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby, except for (i) those set forth on Schedule 3.1, (ii) filings under the HSR Act, (iii) those that become applicable solely as a result of the specific regulatory status of Buyer or its Affiliates, or (iv) those that the failure to make, file, give or obtain would not, individually or in the aggregate, have a Material Adverse Effect.

Incorporation; Authorization; Etc. (a) Each of the Company and its Subsidiaries Sunburst is a corporation duly organizedincorporated, validly existing and in good standing under the laws of the jurisdiction of its organizationMassachusetts. Each of the Company and its Subsidiaries Sunburst has all requisite corporate power and authority to own, lease and operate own all of its properties and assets and to carry on its business as it is now being conducted, . Sunburst is duly qualified to do business as a foreign corporation and is in good standing and is duly qualified to transact business in each jurisdiction in which where the nature character of the property owned or leased by it or the conduct nature of its business requires it to be so qualifiedactivities makes such qualification necessary, except for those jurisdictions where the failure to have such power or authority, to be in good standing or to be duly so qualified to transact business, would not, individually or in the aggregate, have a Material Adverse Effectmaterial adverse effect. The Sunburst has heretofore delivered to the Trust true and complete copies of the certificate corporate charter and bylaws of incorporation and by-laws (Sunburst as currently in each case, together with all amendments thereto) of the Company and each of its Subsidiaries which have been previously delivered or made available to Buyer are true, correct and completeeffect. (b) The Company Chase is a corporation duly incorporated, validly existing and in good standing under the laws of Massachusetts. Chase has all requisite corporate power and authority to execute own all of its properties and deliver assets, to carry on its business as it is now being conducted and to enter into this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. . (c) The execution and delivery of this AgreementAgreement and all Related Agreements does not, the performance of the Company's obligations hereunder and the consummation of the transactions contemplated hereby have been duly and validly authorized by the Board of Directors of the Company and no other corporate proceedings or actions on the part of the Company, its Board of Directors or stockholders are necessary therefor. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby thereby will not (i) violate any provision of the certificate Chase’s Articles of incorporation Organization or byBy-laws of the Company or any of its Subsidiarieslaws, (ii) except as disclosed in Schedule 3.1 hereto, and except as provided in the Credit Agreement, violate or conflict with any provision of, or be an event that is (is, or with the passage of time will result in) , a violation or conflict of, or result in the termination or acceleration of or entitle any party to terminate or accelerate (whether after the giving of notice or lapse of time or both) any obligation under, or constitute a default (with or without notice or lapse of time, or both), or result in (or with notice or the passage of time would result in) the imposition of any lien upon or the creation of a security interest or encumbrance of any kind in the Sunburst Shares or in any of the Company's or any of its Subsidiaries' Sunburst’s assets or properties pursuant to, to any mortgage, lien, lease, agreement, instrument, order, arbitration award, judgment or decree to which the Company Sunburst or any of its Subsidiaries Chase is a party or by which any either of them or their assets are is bound, or (iii) except as described in Section 3.1(c) hereof or as listed on Schedule 3.1 hereto, violate or conflict with any law, order, judgment, injunction, decree, ordinance, regulation or ruling other restriction of any governmental authority kind or character to which the Company Sunburst or any of its Subsidiaries Chase is subject, or (iv) give rise to a loss of any benefit to which Sunburst is entitled under any provision of any agreement or instrument binding upon Sunburst or Chase or by which any of the assets of Sunburst may be bound, except for those thatas may appropriately result from the transactions contemplated hereby such as Sunburst’s debt restructuring. (d) The execution, in delivery and performance by Chase of this Agreement and the case Related Agreements, and the consummation by Chase of clauses (ii) the transactions contemplated hereby and (iii) would notthereby, individually or in are within the aggregate, Chase’s corporate powers and have a Material Adverse Effectbeen duly authorized by all necessary corporate action on the part of Chase. This Each of this Agreement and each Related Agreement has been duly executed and delivered by the Company, and, assuming the due execution hereof by Buyer, this Agreement Chase and constitutes the legal, a valid and binding obligation agreement of the CompanyChase, enforceable against the Company in accordance with its terms, except for (i) the effect of any applicable bankruptcy, insolvency, reorganization, moratorium and similar laws relating to or affecting the rights of creditors generally and (ii) the effect of equitable principles of general application. (c) No registrations, filings, applications, notices, consents, approvals, orders, qualifications, authorizations or waivers are required to be made, filed, given or obtained by the Company or any of its Subsidiaries (or, by reason of facts pertaining to the Company or its Subsidiaries, on the part of Buyer) with, to or from any Persons (including governmental authorities) in connection with the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby, except for (i) those set forth on Schedule 3.1, (ii) filings under the HSR Act, (iii) those that become applicable solely as a result of the specific regulatory status of Buyer or its Affiliates, or (iv) those that the failure to make, file, give or obtain would not, individually or in the aggregate, have a Material Adverse Effect.

Incorporation; Authorization; Etc. (a) Each of the Company and its the Subsidiaries is a corporation duly organized, organized and validly existing and and, with respect to those corporations organized under the laws of one of the states of the United States of America (a "U.S. Corporation"), in good standing standing, under the laws of the jurisdiction of its organization. Each of the Company and its the Subsidiaries (i) has all requisite corporate power and authority to own, lease and operate own its properties and assets and to carry on its business as it is now being conducted, ; and (ii) is in good standing (with respect to U.S. Corporations) and is duly qualified to transact business in each jurisdiction in which the nature of property owned or leased by it or the conduct of its business requires it to be so qualified, except where the failure to have such power or authority, to be in good standing or to be duly qualified to transact business, would not, individually or in the aggregate, have a Material Adverse Effect. The copies material adverse effect on the business, results of operations or financial condition (collectively, the certificate of incorporation and by-laws (in each case, together with all amendments thereto"Business Condition") of the Company Automotive Business. Seller is a corporation duly organized, validly existing and each in good standing under the laws of its Subsidiaries which have been previously delivered or made available to Buyer are true, correct and complete. (b) The Company has the State of Delaware with all requisite corporate power and authority to own the Shares. (b) Seller has full corporate power to execute and deliver this Agreement, Agreement and to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement, the performance of the Company's obligations hereunder Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by the Board of Directors of the Company and no other all necessary corporate proceedings or actions on the part of the CompanySeller, its Board of Directors or stockholders are necessary thereforand stockholders. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby will not (i) violate any provision of Seller's or the certificate Company's Certificate of incorporation Incorporation or By-laws, (ii) violate any provision of any Subsidiary's charter or by-laws of the Company or any of its Subsidiariessimilar organizational instrument, (iiiii) except as disclosed in on Schedule 3.1 3.1(b) hereto, and except as provided in the Credit Agreement, violate or conflict with any provision of, or be an event that is (or with the passage of time will result in) a violation or conflict of, or result in the termination or acceleration of or entitle any party to terminate or accelerate (whether after the giving of notice or lapse of time or both) any obligation under, or constitute a default (with or without notice or lapse of time, or both), or result in (or with notice or the passage of time would result in) the imposition of any lien Lien upon any of the Shares or the creation of a security interest in any of the Company's or any of its the Subsidiaries' assets or properties pursuant to, any mortgage, lienLien, lease, agreement, instrument, order, arbitration award, judgment or decree to which Seller, the Company or any of its the Subsidiaries is a party or by which any of them or their assets are is bound, or (iiiiv) except as described in Section 3.1(c) hereof or as listed on Schedule 3.1 3.1(b) hereto, violate or conflict with any material provision of law, order, judgment, injunction, decree, ordinance, regulation judgment or ruling of any governmental authority or any other material restriction of any kind or character to which Seller, the Company or any of its the Subsidiaries is subject, except for those that, in the case of either of clauses (iiiii) and (iii) would notiv), would, individually or in the aggregate, have a Material Adverse Effectmaterial adverse effect on the Business Condition of the Automotive Business or prevent the Stock Purchase. This Agreement has been duly executed and delivered by the CompanySeller, and, assuming the due execution hereof by Buyer, this Agreement constitutes the legal, valid and binding obligation of the CompanySeller, enforceable against the Company Seller in accordance with its terms, except for (i) subject to the effect of any applicable bankruptcy, insolvency, reorganization, liquidation, dissolution, moratorium and or other similar laws relating to or affecting the rights of creditors generally and (ii) to the effect of equitable the application of general principles of general applicationequity (regardless of whether considered in proceedings at law or in equity). (c) No registrations, filings, applications, notices, consents, approvals, orders, qualifications, authorizations or waivers are required to be made, filed, given or obtained by the Company or any of its Subsidiaries (or, by reason of facts pertaining to the Company or its Subsidiaries, on the part of Buyer) with, to or from any Persons (including governmental authorities) in connection with the execution and delivery of this Agreement or the Upon consummation of the transactions Stock Purchase at the Closing, as contemplated herebyby this Agreement, except for (i) those set forth on Schedule 3.1, (ii) filings under Seller will deliver to Buyer good title to the HSR Act, (iii) those that become applicable solely as a result Shares free and clear of the specific regulatory status of Buyer or its Affiliates, or (iv) those that the failure to make, file, give or obtain would not, individually or in the aggregate, have a Material Adverse Effectany Liens.

Incorporation; Authorization; Etc. (a) Each of the The Company and its Subsidiaries is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization. Each of the Significant Subsidiaries of the Company is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization. Each of the Company and its Significant Subsidiaries has all requisite corporate power and authority to own, lease and operate its properties and assets and to carry on its business as it is now being conducted, and is in good standing and is duly qualified to transact business in each jurisdiction in which the nature of property owned or leased by it or the conduct of its business requires it to be so qualified, except where the failure to have such power or authority, to be in good standing or to be duly qualified to transact business, has not had or would not, individually or in the aggregate, be reasonably likely to have a Material Adverse Effect. The copies of the certificate of incorporation and by-laws bylaws, or other organizational documents (in each case, together with all amendments thereto) of the Company and each of its Significant Subsidiaries which that have been previously delivered or made available to Buyer Parent are true, correct true and complete. The Company and the Significant Subsidiaries are not in material default or in violation of any provisions of their respective organizational documents. (b) The Company has all requisite corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and and, subject to the approval of the stockholders of the Company as required by the DGCL ("Company Stockholder Approval"), to consummate the transactions contemplated hereby. The execution and delivery of this Agreement, the performance of the Company's obligations hereunder and the consummation of the transactions contemplated hereby have been duly and validly authorized by the Board of Directors of the Company Company, and no other corporate proceedings or actions on the part of the Company, its the Board of Directors of the Company or the stockholders of the Company are necessary thereforto authorize the execution and delivery of this Agreement, to perform the Company's obligations hereunder and, except for the Company Stockholder Approval, to consummate the transactions contemplated hereby. This Agreement has been duly executed and delivered by the Company, and, assuming the due execution and delivery of this Agreement by Parent and Merger Sub, this Agreement constitutes the legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except for (i) the effect of any applicable bankruptcy, insolvency, reorganization, moratorium and similar laws relating to or affecting the rights of creditors generally and (ii) the effect of equitable principles of general application. (c) The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby will not (i) violate any provision of the certificate of incorporation or by-laws bylaws, or similar organizational documents, of the Company or any of its Significant Subsidiaries, (ii) except as disclosed in the Company Disclosure Schedule 3.1 hereto, and except as provided in the Credit Agreements, the Stockholders' Agreement, the Company Option Plan (and related option agreements), the Company Warrant Agreement, the Company Warrants, or any Individual Agreement, violate or conflict with any provision of, or be an event that is (or with the passage of time will result in) a violation or conflict of, or result in the termination or acceleration of or entitle any party to terminate terminate, accelerate, modify or accelerate cancel (whether after the giving of notice or lapse of time or both) any obligation under, or constitute a default (with or without notice or lapse of time, or both), or result in (or with notice or the passage of time would result in) the imposition of any lien upon or the creation of a security interest in any of the Company's or any of its Subsidiaries' assets or properties or require notice to any Person pursuant to, any mortgage, lien, lease, agreement, instrument, contract, license, order, arbitration award, judgment judgment, decree or decree other arrangement to which the Company or any of its Subsidiaries is a party or by which any of them or their assets are bound, or (iii) except as described in Section 3.1(c) hereof or as listed on Schedule 3.1 heretothe Company Disclosure Schedule, violate or conflict with any law, order, judgment, injunction, decree, ordinance, regulation regulation, rule or ruling of any governmental authority Governmental Authority to which the Company or any of its Subsidiaries is subject, except for those that, in the case of clauses (ii) and (iii) would notabove, individually or in the aggregate, have a Material Adverse Effect. This Agreement has been duly executed and delivered by the Company, and, assuming the due execution hereof by Buyer, this Agreement constitutes the legal, valid and binding obligation of the Company, enforceable against that are material to the Company in accordance with and its terms, except for (i) the effect of any applicable bankruptcy, insolvency, reorganization, moratorium and similar laws relating to or affecting the rights of creditors generally and (ii) the effect of equitable principles of general applicationSubsidiaries taken as a whole. (cd) No registrations, filings, applications, notices, consents, approvals, orders, qualifications, authorizations or waivers are required to be made, filed, given or obtained by the Company or any of its Significant Subsidiaries (or, by reason of facts pertaining to the Company or its Subsidiaries, on the part of Buyer) with, to or from any Persons foreign, federal, state, local or other governmental or administrative authority or regulatory agency, commission, department or other governmental or administrative subdivision, court, tribunal or body (including governmental authoritieseach, a "Governmental Authority") in connection with the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby, except for (i) those set forth on Schedule 3.1in the Company Disclosure Schedule, (ii) filings under the HSR Act, (iii) the filing and recordation of appropriate merger documents as required by the DGCL and other appropriate documents with the relevant Governmental Authorities of other states in which the Company is authorized to do business, (iv) those that become applicable solely as a result of the specific regulatory status or identity of Buyer Parent or its Affiliates, or (ivv) those that the failure to make, file, give or obtain would not, individually or in the aggregate, have be material to the Company and its Subsidiaries taken as a Material Adverse Effectwhole (clauses (i) through (iv) collectively, the "Company Required Governmental Approvals"). (e) The Board of Directors of the Company, at a meeting duly called and held, adopted resolutions that are in full force and effect as, of the date of this Agreement, (i) approving and declaring advisable the Merger and this Agreement, (ii) declaring that the Merger and this Agreement are in the best interests of the Company's stockholders, (iii) recommending that the Company's stockholders approve and adopt this Agreement, and (iv) exempting to the extent necessary, this Agreement and the transactions contemplated hereby from the restrictions of Section 203 of the DGCL. (f) The only vote of the holders of any class or series of capital stock of the Company necessary to approve this Agreement, the Merger and the other transactions contemplated hereby is the affirmative vote of the holders of a majority of the outstanding shares of Company Common Stock and Company Preferred Stock, voting together as a single class, with each share of Company Common Stock entitled to one vote and each share of Company Preferred stock entitled to such number of votes as is equal to the whole number of shares of Common Stock into which such shares of Company Preferred Stock are convertible.

Incorporation; Authorization; Etc. (a) Each The name of each of the Company and its Subsidiaries Business Entities is a corporation listed on Schedule 3.1(a) to the Seller Disclosure Letter. Each Business Entity is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization. Each of the Company and its Subsidiaries Business Entities (i) has all the requisite corporate power and authority to own, lease and operate own its properties and assets and to carry on its business as it is now being conducted, conducted and (ii) is in good standing and is duly qualified to transact business in each other jurisdiction in which the nature of property owned or leased by it or the conduct of its business requires it to be so qualified, except where the failure to have such power or authority, to be in good standing or to be duly qualified to transact business, business would not, individually or in the aggregate, have or reasonably be expected to have a Business Material Adverse Effect. The copies Seller is a corporation duly organized and validly existing under the laws of the certificate State of incorporation and by-laws (in each case, together with all amendments thereto) of the Company and each of its Subsidiaries which have been previously delivered or made available to Buyer are true, correct and completeDelaware. (b) The Each of Seller and the Company has all the requisite corporate power and authority to execute and deliver this Agreement, Agreement and to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery by Seller and the Company of this Agreement, the performance by Seller and the Company of the Company's their respective obligations hereunder and the consummation by Seller and the Company of the transactions contemplated hereby have been duly and validly authorized by the Board respective Boards of Directors of Seller and the Company Company, by the stockholders of Seller and by Seller in its capacity as sole stockholder of the Company, and no other corporate proceedings or actions on the part of Seller or the Company, its Board their respective Boards of Directors or stockholders are necessary therefor. The This Agreement has been duly executed and delivered by Seller and the Company. (c) Except as set forth on Schedule 3.1(c) to the Seller Disclosure Letter and, with respect to clauses (ii) and (iii), subject to obtaining the consents set forth thereon, the execution, delivery and performance by Seller and the Company of this Agreement and the consummation of the transactions contemplated hereby will not (i) violate any provision of the Seller’s or any Business Entity’s respective certificate of incorporation or by-laws of the Company (or any of its Subsidiariesequivalent organizational documents), (ii) except as disclosed violate in Schedule 3.1 hereto, and except as provided in the Credit Agreement, violate or conflict with any material respect any provision of, or be an event that is (or with the passage of time will result in) a violation in any material respect by Seller or conflict the Company of, or result in the termination or acceleration of or entitle any party to terminate accelerate or accelerate exercise (whether after the giving of notice or lapse of time or both) any material right or obligation of the Seller or any Business Entity, under, or constitute a default (with or without notice or lapse of time, or both), or result in (or with notice or the passage of time would result in) the imposition of any lien Lien upon or the creation of a security interest in any of the Company's Shares or any of its Subsidiaries' Business Entity’s assets or properties pursuant to, any mortgage, lien, lease, material agreement, instrument, order, arbitration award, judgment or decree to which the Company Seller or any of its Subsidiaries Business Entity is a party or by which any of them or their assets are is bound, or (iii) except as described in Section 3.1(c) hereof or as listed on Schedule 3.1 hereto, violate or conflict in any material respect with any law, order, judgment, injunction, decree, ordinance, regulation or ruling of any governmental authority Law to which the Company Seller or any of its Subsidiaries Business Entity is subject, except for those that, in the case of clauses (ii) and (iii) would not, individually or in the aggregate, have a Material Adverse Effect. This Agreement has been duly executed and delivered by the Company, and, assuming Assuming the due execution hereof of this Agreement by Buyer, this Agreement constitutes the legal, valid and binding obligation obligations of Seller and the Company, enforceable against Seller and the Company in accordance with its terms, except for (i) the effect of any subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws relating to or affecting the creditors’ rights of creditors and remedies generally and (ii) the effect of equitable to general principles of equity. At the Closing, the Escrow Agreement will be duly executed and delivered by Seller, and, assuming the due execution and delivery thereof by the other parties thereto, at the Closing the Escrow Agreement will constitute the legal, valid and binding obligations of Seller, enforceable against Seller in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally and to general applicationprinciples of equity. Seller has provided to Buyer true and correct copies of the certificate of incorporation and by laws or similar organizational documents, each as amended to date, of each of the Business Entities. (cd) No registrationsSince at least January 1, filings1990, applications, notices, consents, approvals, orders, qualifications, authorizations or waivers are required to be made, filed, given or obtained by the Company or Business Entities have not operated any of its Subsidiaries (or, by reason of facts pertaining to business other than the Company or its Subsidiaries, on the part of Buyer) with, to or from any Persons (including governmental authorities) in connection with the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby, except for (i) those set forth on Schedule 3.1, (ii) filings under the HSR Act, (iii) those that become applicable solely as a result of the specific regulatory status of Buyer or its Affiliates, or (iv) those that the failure to make, file, give or obtain would not, individually or in the aggregate, have a Material Adverse EffectBusiness.

Incorporation; Authorization; Etc. (a) Each Vectura Party is duly incorporated, validly existing and in good standing under the laws of the Company and its Subsidiaries jurisdiction of organization. Each Vectura Party Subsidiary is a corporation duly organized, validly existing and in good standing under the laws of the its jurisdiction of its organization, except as would not have a material adverse effect on the Vectura Parties. Each of the Company Vectura Party and its Subsidiaries each Vectura Party Subsidiary (i) has all requisite corporate power and authority to own, lease and operate own its properties and assets and to carry on its business as it is now being conducted, conducted and (ii) is in good standing and is duly qualified to transact business in each domestic and foreign jurisdiction in which the nature of property owned or leased by it or the conduct of its business requires it to be so qualified, except where the failure to have such power or authority, to be in good standing or to be duly qualified to transact business, business would not, individually or in the aggregate, have a Material Adverse Effectmaterial adverse effect on the Vectura Parties. The copies Attached to Schedule 4.1 is a true and complete list of all Vectura Party Subsidiaries as of the certificate date hereof (noting the ownership of incorporation and by-laws (in each case, together with all amendments thereto) of the Company Vectura Party and each Vectura Party Subsidiary, noting which of its such Subsidiaries will not be Subsidiaries of ACL Holdings following the Closing Date, noting the jurisdiction of organization of each Vectura Party and each Vectura Party Subsidiary and noting all domestic and foreign jurisdictions in which have been previously delivered or made available any Vectura Party and each Vectura Party Subsidiary is qualified to Buyer are true, correct and completetransact business). (b) The Company Each Vectura Party has all requisite corporate full power and authority to execute and deliver this Agreement, Agreement and to perform its obligations hereunder and to consummate the transactions contemplated herebyhereunder. The execution and delivery of this Agreement, Agreement and the performance of the Companyeach Vectura Party's obligations hereunder and the consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary proceedings on the Board part of Directors of the Company such Vectura Party and no other corporate proceedings or actions on the part of the Companysuch Vectura Party, its Board of Directors or stockholders are necessary therefor. The execution, delivery and performance by each Vectura Party of this Agreement and the consummation of the transactions contemplated hereby will not (i) violate any provision of the certificate such Vectura Party's Certificate of incorporation Incorporation or byBy-laws of the Company or any of its Subsidiariesother organizational documents, (ii) except as disclosed in Schedule 3.1 hereto, and except as provided in the Credit Agreement4.1, violate or conflict with any provision of, or be an event that is (or with notice or the passage of time or both will result in) a violation or conflict of, or result in the termination or acceleration of or entitle any party to terminate or accelerate (whether after the giving of notice or lapse of time or both) any obligation under, or constitute a default (with or without notice or lapse of time, or both), or result in (or with notice or the passage of time would result in) the imposition of any lien lien, pledge or encumbrance upon or the creation of a security interest in any of the Company's or any of its Subsidiaries' assets or properties of any Vectura Party or its Subsidiaries pursuant to, any mortgage, lien, lease, agreement, instrument, order, arbitration award, judgment judgment, injunction, decree, permit or decree Vectura "employee benefit plan" (as defined in Section 3(3) of ERISA) to which the Company any Vectura Party or any of its Subsidiaries Subsidiary is a party or by which any of them Vectura Party or their assets are bound, or its Subsidiary is bound and (iii) except as described disclosed in Section 3.1(c) hereof or as listed on Schedule 3.1 hereto4.8, violate or conflict with any lawstatute, order, judgment, injunction, decree, ordinance, rule or regulation applicable to any Vectura Party or ruling of any governmental authority to which the Company its Subsidiary or any of its Subsidiaries properties or assets or any other material restriction of any kind or character to which any Vectura Party or its Subsidiary is subject, except for those that, in the case of clauses (ii) and (iii) would not), would, individually or in the aggregate, have a Material Adverse Effectmaterial adverse effect on the Vectura Parties or would prevent the consummation of the Recapitalization Transactions. This Agreement has been duly executed and delivered by the Company, each Vectura Party and, assuming the due execution and delivery hereof by BuyerCSX, this Agreement constitutes the legal, valid and binding obligation of the Companyeach Vectura Party, enforceable against the Company in accordance with its terms, except for (i) the effect of any applicable bankruptcy, insolvency, reorganization, moratorium and similar laws relating to or affecting the rights of creditors generally and (ii) the effect of equitable principles of general application. (c) No registrations, filings, applications, notices, consents, approvals, orders, qualifications, authorizations or waivers are required to be made, filed, given or obtained by the Company or any of its Subsidiaries (or, by reason of facts pertaining to the Company or its Subsidiaries, on the part of Buyer) with, to or from any Persons (including governmental authorities) in connection with the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby, except for (i) those set forth on Schedule 3.1, (ii) filings under the HSR Act, (iii) those that become applicable solely as a result of the specific regulatory status of Buyer or its Affiliates, or (iv) those that the failure to make, file, give or obtain would not, individually or in the aggregate, have a Material Adverse Effect.enforceable

Incorporation; Authorization; Etc. (a) Each of the Company and its Subsidiaries Seller is a corporation duly organizedincorporated, validly existing and in good standing under the laws of the jurisdiction State of its organizationDelaware. Each of the Company and its Subsidiaries Seller (i) has all requisite corporate power and authority to own, lease and operate own its properties and assets and to carry on its business as it is now being conducted, and (ii) is in good standing and is duly qualified to transact business in each domestic jurisdiction in which the nature of property owned or leased by it or the conduct of its business requires it to be so qualified, except where the failure to be in good standing or to be duly qualified to transact business, would not, individually or in the aggregate, have a Material Adverse Effect. (b) Schedule 3.1(b) sets forth a list of each Transferred Subsidiary, together with its jurisdiction of organization and its authorized and outstanding capital stock or other equity interests. Each such entity is duly organized, validly existing, and in good standing under the laws of its jurisdiction of organization and has all requisite corporate or similar power and authority to own and operate its properties and assets and to carry on its portion of the Business as presently conducted and is duly qualified to do business and is in good standing as a foreign corporation or authorityother entity in each jurisdiction where the ownership or operation of its properties and assets or the conduct of its business requires such qualification, except where the failure to be in good standing or to be duly qualified to transact business, would not, individually or in the aggregate, have a Material Adverse Effect. The Seller has heretofore delivered to Buyer true, complete and correct copies of the certificate of incorporation and by-laws (each such entity's governing documents as in each case, together with all amendments thereto) effect as of the Company and each of its Subsidiaries which have been previously delivered or made available to Buyer are true, correct and completedate hereof. (bc) The Company Seller has all requisite full corporate power and authority to execute and deliver this Agreement, Agreement and to perform its obligations hereunder and to consummate the transactions contemplated herebyhereunder. The execution and delivery of this Agreement, Agreement and the performance of the CompanySeller's obligations hereunder and the consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate proceedings on the Board part of Directors of the Company Seller and no other corporate or stockholder proceedings or actions on the part of Seller or its Affiliates or any of their partners, boards of directors, or stockholders, as the Companycase may be, its Board of Directors or stockholders are necessary therefor. The execution, delivery and performance by Seller of this Agreement and the consummation of the transactions contemplated hereby will not (i) violate any provision of the Seller's certificate of incorporation or by-laws, (ii) violate any provision of any Transferred Subsidiary's certificate of incorporation or by-laws of the Company or any of its Subsidiariessimilar organizational instrument, (iiiii) except as disclosed in Schedule 3.1 hereto, and except as provided in the Credit Agreement, violate or conflict with any provision of, or be an event that is (or with the passage of time will result in) a violation or conflict of, or result in the termination or acceleration of or entitle any party to terminate or accelerate (whether after the giving of notice or lapse of time or both) any obligation under, or constitute a default (with or without notice or lapse of time, or both), or result in (or with notice or the passage of time would result in) the imposition of any lien upon or the creation of a security interest in any of the Company's Assets or any of its the Transferred Subsidiaries' assets or properties pursuant to, any mortgage, lien, lease, agreement, instrument, order, arbitration award, judgment judgment, injunction or decree to which the Company Seller or any of its Subsidiaries Affiliates is a party or by which any of them or their assets are is bound, or (iiiiv) except as described disclosed in Section 3.1(cSchedule 3.9(a) hereof or as listed on Schedule 3.1 hereto3.9(b), violate or conflict with any lawstatute, order, judgment, injunction, decree, ordinance, rule or regulation or ruling of any governmental authority applicable to which the Company Seller or any of its Subsidiaries Affiliates or any of their properties or assets or any other material restriction of any kind or character to which Seller or any of its Affiliates is subject, except for those thatexcept, in the case of any of clauses (ii), (iii) and (iii) iv), such violations as would not, individually or in the aggregate, have a Material Adverse EffectEffect or prevent or make unlawful the Asset Purchase. This Agreement has been duly executed and delivered by the CompanySeller, and, assuming the due execution and delivery hereof by Buyer, this Agreement constitutes the legal, valid and binding obligation of the CompanySeller, enforceable against the Company Seller in accordance with its terms, except for (i) the effect of any subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar or other laws relating to or affecting the rights and remedies of creditors generally and (ii) the effect of equitable to general principles of general applicationequity (regardless of whether in equity or at law). (cd) No registrations, filings, applications, notices, consents, approvals, orders, qualifications, authorizations or waivers are required Seller has all requisite power to be made, filed, given or obtained by the Company or any of its Subsidiaries (or, by reason of facts pertaining transfer to Buyer good and marketable title to the Company or its Subsidiaries, on the part Assets free and clear of Buyer) with, to or from any Persons (including governmental authorities) in connection with the execution and delivery of this Agreement or the consummation of the transactions contemplated herebyall Encumbrances, except for (i) those set forth on Schedule 3.1, (ii) filings under the HSR Act, (iii) those that become applicable solely as a result of the specific regulatory status of Buyer or its Affiliates, or (iv) those that the failure to make, file, give or obtain would not, individually or in the aggregate, have a Material Adverse EffectPermitted Liens.

Incorporation; Authorization; Etc. (a) Each of the Company SCGI, Purchaser and its Subsidiaries is a corporation SCGI's subsidiaries has been duly organized, is validly existing and in good standing under the laws of the jurisdiction of its organizationincorporation. Each of the Company SCGI, Purchaser and its Subsidiaries SCGI's subsidiaries has all requisite full corporate power and authority to own, lease and operate own its properties and assets and to carry on conduct its business as it is now being conducted, conducted and is in good standing and is duly qualified to transact business in each jurisdiction in which the nature of property owned or leased by it or the conduct of its business busi- ness requires it to be so qualified, except where the failure to have such power or authority, to be in good standing or to be duly so qualified to transact business, would not, individually or in the aggregate, have a an SCGI Material Adverse Effect. The copies of the certificate of incorporation and by-laws (in each case, together with all amendments thereto) of the Company and each of its Subsidiaries which have been previously delivered or made available to Buyer are true, correct and complete. (b) The Company Each of SCGI and Purchaser has all requisite full corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery of this AgreementAgreement by SCGI and Purchaser, the performance by SCGI and Purchaser of the Company's their obligations hereunder and the consummation by SCGI and Purchaser of the transactions contemplated hereby have been duly and validly authorized by the Board respective Boards of Directors of SCGI and Purchaser and, except for (i) obtaining the Company Required SCGI Vote for the issuance of the Purchase Price Shares pursuant hereto (the "SCGI SHARE ISSUANCE") and (ii) the filing of articles supplementary with the Maryland State Department of Assessments and Taxation in connection with the Charter Amendment, no other corporate proceedings proceeding or actions action on the part of the Company, its Board SCGI or Purchaser or their respective Boards of Directors or and stockholders are necessary therefor. . (c) The execution, delivery and performance of this Agreement by SCGI and the consummation of the transactions contemplated hereby Purchaser will not (i) (assuming the Charter Amendment has become effective), violate or conflict with any provision of the certificate respective charters (or similar organizational documents) of incorporation or by-laws of the Company or any of its SubsidiariesSCGI, Purchaser and SCGI's subsidiaries, (ii) except as disclosed set forth in Schedule 3.1 heretoSection 4.1(c) of the SCGI Disclosure Schedule, and except as provided in the Credit Agreementconflict with, violate or conflict with constitute a default under any provision of, or be an event that is (or with the giving of notice or passage of time or both will result in) a violation of or conflict ofdefault under, or result in the termination or acceleration of or entitle any party to terminate or accelerate (whether after the giving of notice or lapse of time or both) any obligation or right under, or constitute a default (with or without notice or lapse of time, or both), or result in (or with notice or the passage of time would result in) the imposition of any lien upon or the creation of a security interest in any of the Company's Purchase Price Shares or any of the assets or properties of SCGI or any of its Subsidiaries' assets or properties subsidiaries pursuant to, or require a consent or create a penalty or increase SCGI's or any such subsidiary's payment or performance obligations under, any material mortgage, lien, lease, agreement, instrument, order, arbitration award, judgment or decree decree, or any material contract, agreement, license or permit, to which the Company SCGI or any of its Subsidiaries subsidiaries is a party or by which any of them or any of their assets are property is bound, or (iii) except as assuming that all consents, approvals, authorizations and other actions described in Section 3.1(c) hereof or as listed on Schedule 3.1 hereto4.7 have been obtained and all filings and obligations set forth in Section 4.7 have been made, violate or conflict with in any material respect, or result in the imposition of any material lien upon any of the Purchase Price Shares or any of the assets or properties of SCGI and its subsidiaries pursuant to, any provision of law, orderregulation, judgmentrule, writ, injunction, decree, ordinancestatute, regulation order, judgment or ruling of any governmental authority Governmental Authority or any other material restriction of any kind or character to which the Company SCGI or any of its Subsidiaries subsidiaries is subject, except for those that, in the case or may be subject or by which any of clauses (ii) and (iii) would not, individually them or in the aggregate, have a Material Adverse Effectany of their property is or may be bound. This Agreement has been duly executed and delivered by the CompanySCGI and Purchaser, and, assuming the due execution hereof by BuyerUSRealty, this Agreement constitutes the legal, valid and binding obligation of the CompanySCGI and Purchaser, enforceable against the Company SCGI and Purchaser in accordance with its terms, except for (i) the effect of any applicable as may be limited or otherwise affected by bankruptcy, insolvency, reorganization, moratorium and similar moratorium, fraudulent conveyance or other laws relating to or affecting the rights of creditors generally and (ii) the effect of equitable principles of general applicationequity, whether considered at law or in equity, including concepts of materiality, reasonableness, public policy and unconscionability. (cd) No registrationsUpon consummation of the Equity Purchase at the Purchase and Sale Closing, filingsas contemplated by this Agreement, applicationsPurchaser will deliver to USRealty good and valid title to the Purchase Price Shares, noticesfree and clear of any liens, consentsclaims, approvalscharges, orderssecurity interests, qualifications, authorizations options or waivers are required to be made, filed, given other legal or obtained equitable encumbrances or other rights of third parties (except those imposed by the Company any action taken or arrangement made by USRealty or any of its Subsidiaries subsidiaries). (or, by reason of facts pertaining e) SCGI has made available to the Company or its Subsidiaries, on the part of Buyer) with, to or from any Persons (including governmental authorities) in connection with the execution USRealty complete and delivery of this Agreement or the consummation correct copies of the transactions contemplated herebycharters (or similar instruments), except for (i) those set forth on Schedule 3.1as amended to date, (ii) filings under of SCGI and each of its subsidiaries, and has made available to USRealty the HSR Act, (iii) those that become applicable solely as a result corporate minute books containing the records of meetings of the specific regulatory status stockholders and boards of Buyer directors of SCGI and each of its subsidiaries. None of SCGI, Purchaser or its Affiliates, or (iv) those that the failure to make, file, give or obtain would not, individually SCGI's subsidiaries is in default under or in the aggregate, have a Material Adverse Effectviolation of any provision of its charter (or similar instruments).

Incorporation; Authorization; Etc. (a) Each of the Company and its the Subsidiaries has been duly organized and is a corporation duly organized, validly existing and in good standing (to the extent such term is applicable) under the laws of the jurisdiction of its organizationincorporation. Each of the Company and its the Subsidiaries has all requisite full corporate power and authority to own, lease and operate own its properties and assets and to carry on conduct its business as it is now being conducted, conducted and is in good standing (to the extent such term is applicable) and is duly qualified to transact business in each jurisdiction in which the nature of property owned or leased by it or the conduct of its business requires it to be so qualified, except where the failure to have such power or authority, to be in good standing or to be duly so qualified to transact business, would not, individually or in the aggregate, not have a Material Adverse Effect. The copies of the certificate of incorporation and by-laws (in each case, together with all amendments thereto) of material adverse effect on the Company and each of its Subsidiaries the Subsidiaries, taken as a whole. Each jurisdiction in which have been previously delivered the Company or made available any Subsidiary is qualified to Buyer are true, correct and completedo business is set forth on Schedule 3.1(a). (b) The Company Seller has all requisite been duly organized, is validly existing and is in good standing under the laws of the British Virgin Islands. (c) Seller has full corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery of this AgreementAgreement by Seller, the performance of the CompanySeller's obligations hereunder and the consummation by Seller of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate proceedings on the Board part of Directors of the Company Seller, and no other corporate proceedings proceeding or actions action on the part of the Company, Seller or its Board of Directors or and stockholders are is necessary therefor. . (d) The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby by Seller will not (i) violate or conflict with any provision of the certificate memorandum of incorporation association or by-laws articles of association (or similar instruments) of any of Seller, the Company or any of its SubsidiariesSubsidiary, (ii) except as disclosed in set forth on Schedule 3.1 hereto3.1(d), and except as provided in the Credit Agreementconflict with, violate or conflict with constitute a default under any provision of, or be an event that is (or with the giving of notice or passage of time or both will result in) a violation of or conflict ofdefault under, or result in the termination or acceleration of or entitle any party to terminate or accelerate (whether after the giving of notice or lapse of time or both) any obligation or right under, or constitute a default (with or without notice or lapse of time, or both), or result in (or with notice or the passage of time would result in) the imposition of any lien upon or the creation of a security interest in any of the Shares or any of the assets or properties of the Company or any of the Subsidiaries pursuant to, or require a consent or create a penalty or increase the Company's or any of its Subsidiaries' assets Subsidiary's payment or properties pursuant toperformance obligations under, any material mortgage, lien, lease, agreement, instrument, order, arbitration award, judgment or decree decree, or any material contract, agreement, license or permit, to which Seller, the Company or any of its Subsidiaries Subsidiary is a party or by which any of them or any of their assets are property is bound, or (iii) except as assuming that all consents, approvals, authorizations and other actions described in Section 3.1(c3.7(b) hereof or as listed on Schedule 3.1 heretohave been obtained and all filings and obligations set forth in Section 3.7(b) have been made, violate or conflict with in any material respect, or result in the imposition of any material lien (other than liens arising from any actions taken or arrangements made by Parent or any of its subsidiaries) upon any of the Shares, or any of the assets or properties of the Company or any Subsidiary pursuant to, any provision of law, orderregulation, judgmentrule, writ, injunction, decree, ordinancestatute, regulation order, judgment or ruling of any governmental federal, state, local, foreign, supernational or supranational court or tribunal (including any court or tribunal dealing with labor matters), governmental, regulatory or administrative agency, department, bureau, authority or commission or arbitral panel ("GOVERNMENTAL AUTHORITY") or any other material restriction of any kind or character to which Seller, the Company or any Subsidiary is or may be subject or by which any of its Subsidiaries them or any of their property is subject, except for those that, in the case of clauses (ii) and (iii) would not, individually or in the aggregate, have a Material Adverse Effectmay be bound. This Agreement has been duly executed and delivered by the Company, Seller and, assuming the due execution hereof by BuyerParent and THEH, this Agreement constitutes the legal, valid and binding obligation obligations of the Company, Seller enforceable against the Company Seller in accordance with its terms, terms except for (i) the effect of as such enforceability may be limited by any applicable bankruptcy, insolvency, reorganization, moratorium and or other similar laws relating to or affecting creditors' rights generally, and except as the rights of creditors generally and (ii) the effect availability of equitable remedies may be limited by the application of general principles of general applicationequity (regardless of whether such equitable principles are applied in a proceeding at law or in equity). (ce) No registrationsUpon consummation of the Stock Purchase at the Closing, filingsas contemplated by this Agreement, applicationsSeller will deliver to THEH good and valid title to all of the outstanding Shares free and clear of any liens, noticesclaims, consentscharges, approvalssecurity interests, ordersoptions or other legal or equitable encumbrances or other rights of third parties (except those imposed by the United States federal securities laws or any action taken or arrangement made by Parent or any of its subsidiaries). (f) Seller has made available to THEH complete and correct copies of the memorandum of association and articles of association (or similar instruments), qualificationsas amended to date, authorizations or waivers of Seller, the Company and each of the Subsidiaries, and has made available to THEH the corporate minute books containing the records of meetings of the stockholders and boards of directors, the stock certificate books and the stock record books of the Company and the Subsidiaries. The stock record books of the Company and the Subsidiaries which Seller has made available to THEH are required to be made, filed, given or obtained complete and correct in all respects and accurately reflect the ownership of all of the outstanding shares of the Company's and the Subsidiaries' respective capital stock and all other securities issued by the Company or any of its Subsidiaries (or, the Subsidiaries. All material corporate actions taken by reason of facts pertaining to the Company or its Subsidiaries, on and the part of Buyer) with, to or from Subsidiaries since their respective organization and incorporation have been duly authorized and subsequently ratified as necessary. Neither the Company nor any Persons (including governmental authorities) in connection with the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby, except for (i) those set forth on Schedule 3.1, (ii) filings Subsidiaries is in default under the HSR Act, (iii) those that become applicable solely as a result of the specific regulatory status of Buyer or its Affiliates, or (iv) those that the failure to make, file, give or obtain would not, individually or in the aggregateviolation of any provision of its articles of incorporation, have a Material Adverse Effectbylaws or similar instruments.

Incorporation; Authorization; Etc. (a) Each of the Company Parent and its Subsidiaries THEH has been duly incorporated and is a corporation duly organized, validly existing and as a company limited by shares in good standing under the laws of the jurisdiction of its organizationBritish Virgin Islands. Each of the Company and its Subsidiaries THEH has all requisite full corporate power and authority to own, lease and operate own its properties and assets property and to carry on conduct its business as it is now being conducted, conducted and is duly qualified as a foreign corporation to transact business and is in good standing and (to the extent such term is duly qualified to transact business applicable) in each jurisdiction in which the nature of property owned or leased by it or the conduct of its business or ownership or leasing of property requires it such qualification, except to the extent that the failure to be so qualified, except where the failure to have such power qualified or authority, to be in good standing or to be duly qualified to transact business, would not, individually or in the aggregate, not have a Material Adverse Effectmaterial adverse effect on Parent and its subsidiaries, taken as a whole. The copies Each of the certificate of incorporation Parent and by-laws (in each case, together with all amendments thereto) of the Company and each of its Subsidiaries which have been previously delivered or made available to Buyer are true, correct and complete. (b) The Company THEH has all requisite full corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement, Agreement by Parent and THEH and the performance by Parent and THEH of the Company's their respective obligations hereunder and the consummation of the transactions contemplated hereby by Parent and THEH have been duly and validly authorized by the Board of Directors of the Company Parent and THEH, as applicable, and no other corporate proceedings or actions on the part of the Company, its Board Parent or THEH or their respective Boards of Directors or stockholders are necessary therefor. . (b) The execution, delivery and performance by Parent and THEH of this Agreement and the consummation of the transactions contemplated hereby will not (i) violate or conflict with any provision of the certificate memorandum of incorporation association or by-laws articles of the Company association (or any similar instruments) of its SubsidiariesParent or THEH, (ii) except as disclosed in Schedule 3.1 hereto, and except as provided in the Credit Agreementconflict with, violate or conflict with constitute a default under any provision of, or be an event that is (or with the giving of notice or passage of time or both will result in) a violation of or conflict ofdefault under, or result in the termination or acceleration of or entitle any party to terminate or accelerate (whether after the giving of notice or lapse of time or both) any obligation or right under, or constitute a default (with or without notice or lapse of time, or both), or result in (or with notice or the passage of time would result in) the imposition of any lien upon or the creation of a security interest in any of the Companyassets or properties of Parent or its subsidiaries pursuant to, or require a consent or create a penalty or increase Parent's or any of its Subsidiaries' assets subsidiary's payment or properties pursuant toperformance obligations under, any mortgage, lien, lease, agreement, instrument, order, arbitration award, judgment or decree decree, or any contract, agreement, license or permit, to which the Company Parent or any of its Subsidiaries subsidiaries is a party or by which any of them or any of their assets are property is bound, or (iii) except as assuming that all consents, approvals, authorizations and other actions described in Section 3.1(c) hereof or as listed on Schedule 3.1 hereto4.2 have been obtained and all filings and obligations set forth in Section 4.2 have been made, violate or conflict with with, or result in the imposition of any lien (other than liens arising from any actions taken or arrangements made by any Seller Affiliate) upon any of the assets or properties of Parent or any of its subsidiaries pursuant to, any provision of law, orderregulation, judgmentrule, writ, injunction, decree, ordinancestatute, regulation order, judgment or ruling of any governmental authority Governmental Authority or any other restriction of any kind or character to which the Company Parent or any of its Subsidiaries subsidiaries is subject, except for those thator may be subject or by which any of them or any of their property is or may be bound except, in the case of clauses (ii) and or (iii) for such conflicts, violations, defaults, accelerations or liens which would not, individually or in the aggregate, have a Material Adverse Effectmaterial adverse effect on Parent and its subsidiaries taken as a whole or on the ability of Parent and THEH to consummate the Stock Purchase and the other transactions contemplated hereby. This Agreement has been duly executed and delivered by the Company, Parent and THEH and, assuming the due execution hereof by BuyerSeller, this Agreement constitutes the legal, valid and binding obligation obligations of the Company, Parent and THEH enforceable against the Company such parties in accordance with its terms, terms except for (i) the effect of as such enforceability may be limited by any applicable bankruptcy, insolvency, reorganization, moratorium and or other similar laws relating to or affecting creditors' rights generally, and except as the rights of creditors generally and (ii) the effect availability of equitable remedies may be limited by the application of general principles of general application. equity (c) No registrations, filings, applications, notices, consents, approvals, orders, qualifications, authorizations or waivers regardless of whether such equitable principles are required to be made, filed, given or obtained by the Company or any of its Subsidiaries (or, by reason of facts pertaining to the Company or its Subsidiaries, on the part of Buyer) with, to or from any Persons (including governmental authorities) applied in connection with the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby, except for (i) those set forth on Schedule 3.1, (ii) filings under the HSR Act, (iii) those that become applicable solely as a result of the specific regulatory status of Buyer or its Affiliates, or (iv) those that the failure to make, file, give or obtain would not, individually proceeding at law or in the aggregate, have a Material Adverse Effectequity).

Incorporation; Authorization; Etc. (a) Each of the Company and its Subsidiaries Buyer is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction State of its organizationMaryland. Each of the Company and its Subsidiaries Buyer (1) has all requisite corporate power and authority to own, lease and operate own all of its properties and assets and to carry on its business as it is now being conducted, and (2) is in good standing standing, and is duly licensed, authorized or qualified to transact business in each jurisdiction in which the nature ownership or lease of real property owned or leased by it or the conduct of its business requires it to be so qualified, qualified except where the failure to have such power or authority, to be in good standing or to be duly licensed, authorized or qualified to transact business, would notnot reasonably be expected to, individually or in the aggregate, have a Material Adverse Effectmaterial adverse effect on the Business Condition of Buyer. The Buyer has heretofore delivered or made available to the Stockholders complete and correct copies of the its certificate of incorporation and by-laws (as in each case, together with all amendments thereto) of effect on the Company and each of its Subsidiaries which have been previously delivered or made available to Buyer are true, correct and completedate hereof. (b) The Company has all requisite corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement, the performance of the Company's obligations hereunder and the consummation of the transactions contemplated hereby have been duly and validly authorized by the Board of Directors of the Company and no other corporate proceedings or actions on the part of the Company, its Board of Directors or stockholders are necessary therefor. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by the Board of Directors of Buyer, and no additional proceedings (corporate or otherwise) on the part of Buyer or its stockholders are necessary to authorize the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby. This Agreement has been duly executed and delivered by, and, assuming the due execution and delivery thereof by the Company and the Stockholders, constitutes the legal, valid and binding obligation of, Buyer and is enforceable against Buyer in accordance with its terms, subject to general principles of equity. (c) The execution and delivery of this Agreement by Buyer and the consummation by Buyer of the transactions contemplated by this Agreement will not (i1) violate any provision of the certificate of incorporation or by-laws or similar organizational instrument of the Company or any of its SubsidiariesBuyer, (ii2) except as disclosed result in Schedule 3.1 hereto, and except as provided in the Credit Agreement, violate or conflict with a violation of any provision of, or be an event that is constitute a default (with or with the passage without notice or lapse of time will result intime) a violation or conflict ofunder, or result in the termination give rise to a right of termination, cancellation or acceleration of (or entitle any party to terminate or accelerate (whether after the giving of notice or lapse of time or both) any obligation under, or constitute a default (with or without notice or lapse of time, or both), or result in (or with notice or the passage of time would result in) the imposition of any lien upon or the creation of a security interest in any of the CompanyBuyer's or any of its Subsidiaries' assets or properties pursuant to, any note, bond, debt instrument, mortgage, indenture, lien, lease, agreement, agreement or other instrument, orderor any judgment, arbitration awardinjunction, judgment order or decree to which the Company Buyer or any of its Subsidiaries is a party or by which any of them or their assets are is bound, or (iii3) except as described in Section 3.1(c) hereof or as listed on Schedule 3.1 hereto, violate or conflict with any lawLaw or Order applicable to Buyer, order, judgment, injunction, decree, ordinance, regulation or ruling of any governmental authority to which the Company or any of its Subsidiaries is subject, except for those thatexcept, in the case of clauses (ii2) and (iii) 3), for any such violations, defaults, rights or restrictions that would not, individually or in the aggregate, (A) have a Material Adverse Effect. This Agreement has been duly executed and delivered by material adverse effect on the Company, and, assuming the due execution hereof by Business Condition of Buyer, this Agreement constitutes (B) an adverse effect on the legal, valid and binding obligation value of the Company, enforceable against Buyer Shares or (C) on adverse effect on the Company in accordance with its terms, except for (i) ability of Buyer to consummate the effect of any applicable bankruptcy, insolvency, reorganization, moratorium and similar laws relating to or affecting the rights of creditors generally and (ii) the effect of equitable principles of general applicationStock Exchange. (cd) No registrationsconsent, filingsapproval, applicationsorder or authorization of, noticesor registration, consentsdeclaration or filing with (1) any Governmental Authority or (2) any individual, approvals, orders, qualifications, authorizations corporation or waivers are required to be made, filed, given or obtained by the Company or other entity (including any of its Subsidiaries (or, by reason of facts pertaining to the Company or its Subsidiaries, on the part holder of Buyer's securities) with, is required by or with respect to or from any Persons (including governmental authorities) Buyer in connection with the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby, except for (A) satisfaction of all information and waiting period requirements of the HSR Act and any regulations promulgated thereunder, (B) such consents, approvals, orders, authorizations, registrations, declarations and filings as may be required under federal securities laws (including an order of effectiveness with respect to the Registration Statement), applicable state "blue sky" laws, and the securities laws of any foreign country, and (C) such other consents, authorizations, filings, approvals and registrations which, if not obtained or made, would not be reasonably likely to have (i) those set forth a material adverse effect on Schedule 3.1the Business Condition of Buyer, or (ii) filings under an adverse effect on the HSR Act, (iii) those that become applicable solely as a result value of the specific regulatory status of Buyer or its Affiliates, or (iv) those that the failure to make, file, give or obtain would not, individually or in the aggregate, have a Material Adverse EffectShares.

Incorporation; Authorization; Etc. (a) Each of the The Company and its Subsidiaries is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization. Each of the Subsidiaries of the Company is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization. Each of the Company and each of its Subsidiaries has all requisite corporate power and authority to own, lease and operate its properties and assets and to carry on its business as it is now being conducted, . Each of the Company and each of its Subsidiaries is in good standing and is duly qualified as a foreign entity to transact business in each jurisdiction in which the nature of property owned or leased by it or the conduct of its business requires it to be so qualified, qualified except where the failure to have such power or authority, to be in good standing or to be duly qualified to transact business, would notlack of qualifications, individually or in the aggregate, have not or would not reasonably be expected to have a Material Materially Adverse Effect. The . (b) True and complete copies of (i) the certificate or articles of incorporation incorporation, (ii) bylaws, (iii) minutes of meetings, or written consents in lieu of meetings, of the stockholders, boards of directors and by-laws committees of the boards of directors, (iv) stock certificates and stock transfer ledgers and (v) other organizational documents (in each case, together with all amendments thereto) of the Company and each of its Subsidiaries which have been previously delivered or made available to Buyer are trueParent. Neither the Company nor any of the Company’s Subsidiaries is in default under or in violation of any provision of its organizational documents. The minute books of the Company and each of its Subsidiaries previously made available to Parent contain, correct in all material respects, complete and completeaccurate records of all meetings held in 2011 and accurately reflect, in all material respects, all other corporate action of the stockholders, boards of directors and committees of the boards of directors of the Company and its Subsidiaries taken in 2011. (bc) The Company has all requisite corporate power and authority to execute and deliver this AgreementAgreement and the other agreements and documents to be delivered by the Company in connection with this Agreement (collectively, the “Ancillary Agreements”), to perform its obligations hereunder and thereunder and to consummate the transactions contemplated herebyhereby and thereby. The execution and delivery of this AgreementAgreement and the Ancillary Agreements, the performance of the Company's ’s obligations hereunder and thereunder and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized by the Board of Directors of the Company and no all necessary corporate or other corporate proceedings or actions action on the part of the Company, its Board of Directors or stockholders are necessary therefor. The execution, delivery and performance of this This Agreement and the consummation of the transactions contemplated hereby will not (i) violate any provision of the certificate of incorporation or by-laws of the Company or any of its Subsidiaries, (ii) except as disclosed in Schedule 3.1 hereto, and except as provided in the Credit Agreement, violate or conflict with any provision of, or be an event that is (or with the passage of time will result in) a violation or conflict of, or result in the termination or acceleration of or entitle any party to terminate or accelerate (whether after the giving of notice or lapse of time or both) any obligation under, or constitute a default (with or without notice or lapse of time, or both), or result in (or with notice or the passage of time would result in) the imposition of any lien upon or the creation of a security interest in any of the Company's or any of its Subsidiaries' assets or properties pursuant to, any mortgage, lien, lease, agreement, instrument, order, arbitration award, judgment or decree each Ancillary Agreement to which the Company or any of its Subsidiaries is a party or by which any of them or their assets are bound, or (iii) except as described in Section 3.1(c) hereof or as listed on Schedule 3.1 hereto, violate or conflict with any law, order, judgment, injunction, decree, ordinance, regulation or ruling of any governmental authority to which the Company or any of its Subsidiaries is subject, except for those that, in the case of clauses (ii) and (iii) would not, individually or in the aggregate, have a Material Adverse Effect. This Agreement has been duly executed and delivered by the Company, and, Company and (assuming the due execution hereof by Buyer, this Agreement constitutes the other parties hereto and thereto) constitute the legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its their terms. (d) Except as set forth in Schedule 4.1(d), except for the execution, delivery and performance of this Agreement and the Ancillary Agreements do not, and the consummation of the transactions contemplated hereby and thereby will not, conflict with, result in the imposition or creation of a material Encumbrance upon, result in any material breach or violation of or material default under (with or without notice or lapse of time, or both), or give rise to any right of termination, cancellation, modification or acceleration, or any obligation or loss of any material benefit under or in respect of (i) any provision of the effect certificate of incorporation or bylaws, or similar organizational documents, of the Company or any applicable bankruptcy, insolvency, reorganization, moratorium and similar laws relating to or affecting the rights of creditors generally and its Subsidiaries; (ii) any Material Contract, Permit or Regulatory Approval to which the effect Company or any of equitable principles its Subsidiaries is a party or to which any of general applicationtheir respective properties or assets are bound; or (iii) any Law or Order to which the Company or any of its Subsidiaries is subject. (ce) No registrations, filings, applications, notices, consents, approvals, orders, qualifications, authorizations or waivers are required to be made, filed, given or obtained by the Company or any of its Subsidiaries (or, by reason of facts pertaining to the Company or its Subsidiaries, on the part of Buyer) with, to or from any Persons United States or foreign, federal, state, local or other governmental, administrative or regulatory authority, agency, bureau, commission, department or other governmental or administrative instrumentality, subdivision, court, arbitrator, tribunal or body (including governmental authorities) each, a “Governmental Authority”), in connection with the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby, except for (i) those as set forth on Schedule 3.14.1(e) (collectively with the approvals listed on Schedule 4.1(d), the “Company Approvals”), (ii) filings under the HSR Act, (iii) those that become applicable solely as a result the filing and recordation of the specific regulatory status Certificate of Buyer Merger. (f) Attached as Exhibit F is an accurate and complete copy of a voting agreement executed by Xx. Xxxx (which voting agreement has not been amended or modified since its Affiliatesdate of execution), or (iv) those that pursuant to which Xx. Xxxx has agreed to vote all of his direct and indirect shares of Company Common Stock in favor of adoption of this Agreement, on the failure terms and subject to makethe conditions contained in this Agreement. The agreements of Xx. Xxxx contained therein are sufficient to approve this Agreement, filethe Ancillary Agreements, give or obtain would not, individually or in the aggregate, have a Material Adverse EffectMerger and the other transactions contemplated hereby and thereby.

Incorporation; Authorization; Etc. (a) Each of the Company and its Subsidiaries Buyer is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction State of its organizationVirginia. Each of the Company and its Subsidiaries Buyer has all requisite full corporate power and authority to own, lease and operate its properties and assets and to carry on its business as it is now being conducted, and is in good standing and is duly qualified to transact business in each jurisdiction in which the nature of property owned or leased by it or the conduct of its business requires it to be so qualified, except where the failure to have such power or authority, to be in good standing or to be duly qualified to transact business, would not, individually or in the aggregate, have a Material Adverse Effect. The copies of the certificate of incorporation and by-laws (in each case, together with all amendments thereto) of the Company and each of its Subsidiaries which have been previously delivered or made available to Buyer are true, correct and complete. (b) The Company has all requisite corporate power and authority to execute and deliver this AgreementAgreement and each of the Ancillary Agreements to which it is a party, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated herebyhereby and thereby. The execution and delivery of this AgreementAgreement and each of the Ancillary Agreements to which it is a party, the performance of the Company's its obligations hereunder and thereunder and the consummation of the transactions contemplated hereby have and thereby by Buyer has been duly and validly authorized by the Board of Directors of the Company Buyer and no other corporate proceedings or actions proceed- ings on the part of the Company, its Board of Directors or stockholders Buyer are necessary therefor. The Other than as contemplated by Section 5.2 or those consents listed on Schedule 5.2 as required to be received at or prior to the Closing, the execution, delivery and performance by Buyer of this Agreement and the consummation each of the transactions contemplated hereby Ancillary Agreements to which it is a party will not (i) violate or conflict with any provision pro- vision of the certificate Certificate of incorporation Incorporation or byBy-laws Laws of the Company or any of its SubsidiariesBuyer, (ii) except as disclosed in Schedule 3.1 hereto, and except as provided in the Credit Agreementconflict with, violate or conflict with constitute a default under any provision of, or be an event that is (or with the giving of notice or passage of time or both will result in) a violation of or conflict ofdefault under, or result in the termination or acceleration of or entitle any party to terminate or accelerate (whether after the giving giv- ing of notice or lapse of time or both) any obligation or right under, or constitute a default (with or without notice or lapse of time, or both), or result in (or with notice or the passage of time would result in) the imposition or creation of any lien Lien in or upon or the creation of a security interest in any of the CompanyBuyer's or any of its Subsidiaries' assets or properties pursuant to, or require a consent or waiver or create a penalty or in- crease Buyer's payment or performance obligations under, any mortgage, lienLien, lease, agreement, instrument, order, arbitration award, judgment or decree to decree, or any material lease, contract, license, commitment, agreement, arrangement or permit, by which the Company Buyer or any of its Subsidiaries property is a party bound, or (iii) after giving effect to the consents contemplated by Section 5.2, violate or con- flict with any provision of statute, law, regulation, ordi- xxxxx, rule, judgment, order, injunction or decree of any Governmental Authority or any other material restriction of any kind or character to which Buyer or any of its property is or may be subject or by which any of them is or their assets are may be bound, or (iii) except as described in Section 3.1(c) hereof or as listed on Schedule 3.1 hereto, violate or conflict with any law, order, judgment, injunction, decree, ordinance, regulation or ruling of any governmental authority to which the Company or any of its Subsidiaries is subject, except for those that, in the case of clauses (ii) and (iii) would notof this Section 5.1, individually or in the aggregate, could reason- ably be expected to have a Material Adverse Effectmaterial adverse effect on Buyer's ability to consummate the transactions contemplated hereby or would otherwise impair the performance of the other obliga- tions of Buyer under this Agreement or any of the Ancillary Agreements to which it is a party. This Agreement has been been, and on the Closing Date each of the Ancillary Agreements to which it is a party will be, duly executed and delivered by the CompanyBuyer, and, assuming the due execution hereof and thereof by Buyerthe Company and any other party thereto, this Agreement constitutes con- stitutes, and on the Closing Date each of the Ancillary Agreements to which it is a party will constitute, the legal, valid and binding obligation obligations of the CompanyBuyer, each enforceable against the Company Buyer in accordance with its respective terms, except for (i) the effect of any applicable bankruptcy, insolvency, reorganization, moratorium and similar laws relating to or affecting the rights of creditors generally and (ii) the effect of equitable principles of general application. (c) No registrations, filings, applications, notices, consents, approvals, orders, qualifications, authorizations or waivers are required to be made, filed, given or obtained by the Company or any of its Subsidiaries (or, by reason of facts pertaining to the Company or its Subsidiaries, on the part of Buyer) with, to or from any Persons (including governmental authorities) in connection with the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby, except for (i) those set forth on Schedule 3.1, (ii) filings under the HSR Act, (iii) those that become applicable solely as a result of the specific regulatory status of Buyer or its Affiliates, or (iv) those that the failure to make, file, give or obtain would not, individually or in the aggregate, have a Material Adverse Effect.

Incorporation; Authorization; Etc. (a) Each of the The Company and its Subsidiaries each Company Subsidiary is a corporation corporation, limited liability company or other legal entity duly organized, validly existing and in good standing under the laws of the jurisdiction state of its organizationincorporation or formation, as applicable. Each of the The Company and its Subsidiaries each Company Subsidiary has all requisite corporate power and authority to own, lease and operate its properties and assets and to carry on its business as it is now being currently conducted, . Each of the Company and each Company Subsidiary is in good standing and is duly qualified as a foreign entity to transact business in each jurisdiction in which the nature of property owned or leased by it or the conduct of its business requires it to be so qualified, except where the failure to have such power or authority, to be in good standing or to be duly qualified to transact business, would not, individually or in the aggregate, have not constitute a Material Adverse Effect. The Neither the Company nor any Company Subsidiary owns or controls, or has an option or outstanding offer to acquire, directly or indirectly, any interest in any other corporation, partnership, trust, joint venture, limited liability company, association or other business entity. Neither the Company nor any Company Subsidiary is a participant in any joint venture, partnership or similar arrangement. Schedule 4.1(a) lists each Company Subsidiary and its place of organization. A correct and complete list of the directors and officers of the Company and each Company Subsidiary is set forth in Schedule 4.1(a). (b) True and complete copies of (i) the certificate or articles of incorporation incorporation, (ii) bylaws, (iii) minutes of meetings, or written consents in lieu of meetings, of the stockholders, boards of directors and by-laws committees of the boards of directors, (iv) stock certificates and stock transfer ledgers and (v) other Organizational Documents (in each case, together with all amendments thereto) of the Company and each of its the Company Subsidiaries which have been previously delivered or made available to Buyer Parent. Neither the Company nor any of the Company Subsidiaries is in default under or in violation of any provision of its Organizational Documents. The minute books of the Company and the Company Subsidiaries previously made available to Parent contain, in all material respects, complete and accurate records of all meetings and accurately reflect, in all material respects, all other corporate action of the stockholders, board of directors and committees of the board of directors (or equivalent body) of the Company and the Company Subsidiaries. The stock certificate books and stock transfer ledgers of the Company and the Company Subsidiaries previously made available to Parent are true, correct and complete. At the Closing, the minute books of the Company and the Company Subsidiaries will be in the possession of the Company. (bc) The Company has all requisite corporate power and authority to execute and deliver this AgreementAgreement and the Ancillary Agreements to which it is a party, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated herebyhereby and thereby. The (i) affirmative vote or consent of the holders of a majority of the outstanding Company Capital Stock (on an as-converted to Company Common Stock basis) entitled to vote on the adoption of this Agreement on the record date chosen for purposes of determining the stockholders of the Company entitled to vote on the approval of this Agreement; (ii) affirmative vote or consent of the holders of a majority of the outstanding shares of Company Preferred Stock (voting on an as-converted basis as a single class), (iii) Catalyst Investors QP IV, L.P., (voting as a separate class) and (iv) either (A) the holders of a majority of outstanding shares of Series A Preferred Stock (voting as a separate class) or (B) the holders of a majority of the outstanding shares of Series B Preferred Stock (voting as a separate class), are the only votes of the holders of any Company Capital Stock necessary under the DGCL and/or the Charter to adopt this Agreement (collectively, the “Required Stockholder Vote”). The Written Consent, when executed and delivered, will satisfy all requirements for consents, votes or approvals by the holders of any classes or series of Company Capital Stock necessary to approve and adopt, and consummate, this Agreement and the transactions contemplated hereby and thereby in accordance with the Charter and applicable Law. The execution and delivery by the Company of this AgreementAgreement and the Ancillary Agreements, the performance of the Company's ’s obligations hereunder and thereunder and the consummation by the Company of the transactions contemplated hereby and thereby have been duly and validly authorized by the Board of Directors of the Company and no all necessary corporate or other corporate proceedings or actions action on the part of the Company, its Board of Directors or stockholders are necessary therefor. The execution, delivery and performance of this This Agreement and the consummation of the transactions contemplated hereby will not (i) violate any provision of the certificate of incorporation or by-laws of the Company or any of its Subsidiaries, (ii) except as disclosed in Schedule 3.1 hereto, and except as provided in the Credit Agreement, violate or conflict with any provision of, or be an event that is (or with the passage of time will result in) a violation or conflict of, or result in the termination or acceleration of or entitle any party to terminate or accelerate (whether after the giving of notice or lapse of time or both) any obligation under, or constitute a default (with or without notice or lapse of time, or both), or result in (or with notice or the passage of time would result in) the imposition of any lien upon or the creation of a security interest in any of the Company's or any of its Subsidiaries' assets or properties pursuant to, any mortgage, lien, lease, agreement, instrument, order, arbitration award, judgment or decree each Ancillary Agreement to which the Company or any of its Subsidiaries is a party or by which any of them or their assets are bound, or (iii) except as described in Section 3.1(c) hereof or as listed on Schedule 3.1 hereto, violate or conflict with any law, order, judgment, injunction, decree, ordinance, regulation or ruling of any governmental authority to which the Company or any of its Subsidiaries is subject, except for those that, in the case of clauses (ii) and (iii) would not, individually or in the aggregate, have a Material Adverse Effect. This Agreement has been duly executed and delivered by the Company, and, Company and (assuming the due execution hereof by Buyer, this Agreement constitutes the other parties hereto and thereto) constitute the legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its their terms, except for except, as to enforceability (iA) the effect of any as limited by applicable bankruptcy, insolvency, reorganization, moratorium moratorium, fraudulent conveyance and other similar laws relating to or of general application affecting the enforcement of creditors’ rights of creditors generally and (iiB) that the effect availability of the remedy of specific performance or injunctive or other forms of equitable principles relief may be subject to equitable defenses and would be subject to the discretion of general applicationthe court before which any proceeding therefor may be brought. (cd) The execution, delivery and performance of this Agreement and the Ancillary Agreements do not, and the consummation of the transactions contemplated hereby and thereby will not, conflict with, result in the imposition or creation of an Encumbrance (other than a Permitted Encumbrance) upon, give rise to any obligation to provide notice or obtain consent under, result in any breach or violation of or default under (with or without notice or lapse of time, or both), or give rise to any right of termination, cancellation, modification or acceleration, or any obligation or loss of any benefit under or in respect of (i) any provision of the Organizational Documents of the Company or any Company Subsidiary; (ii) any Material Contract or Material Permit to which the Company or any Company Subsidiary is a party or to which any of its properties or assets are bound; or (iii) any Law or Order to which the Company or the Company Subsidiary is subject, with the exception of the Company Approvals. (e) No registrations, filings, applications, notices, consents, approvals, orders, qualifications, authorizations or waivers are required to be made, filed, given or obtained by the Company or any of its Subsidiaries (or, by reason of facts pertaining to the Company or its Subsidiaries, on the part of Buyer) with, to or Subsidiary from any Persons United States or foreign, federal, state, local or other governmental, administrative or regulatory authority, agency, bureau, commission, department or other governmental or administrative instrumentality, subdivision, court, arbitrator, tribunal or body (including governmental authorities) each, a “Governmental Authority”), in connection with the execution and delivery by the Company of this Agreement Agreement, the Ancillary Agreements or the consummation of the transactions contemplated hereby, except for such filings or consents as may be required under (i) those set forth on Schedule 3.1the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”) and (ii) filings under from the HSR Act, Education Regulatory Authorities and (iii) those that become applicable solely as a result the filing and recordation of the specific regulatory status Certificate of Buyer or its AffiliatesMerger (collectively, or (iv) those that the failure to make, file, give or obtain would not, individually or in the aggregate, have a Material Adverse Effect“Company Approvals”).

Incorporation; Authorization; Etc. (a) Each of the Company and its Subsidiaries APCOA is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization. Each of the Company and its Subsidiaries APCOA (A) has all requisite corporate or comparable power and authority to own, lease and operate own its properties and assets and to carry on its business as it is now being conducted, conducted and (B) is in good standing and is duly qualified to transact business in each domestic jurisdiction in which the nature of property owned or leased by it or the conduct of its business requires it to be so qualified, except where the failure to have such power or authority, to be in good standing or to be duly qualified to transact business, would not, individually or in the aggregate, have a Material Adverse Effect. The copies material adverse effect on the APCOA Business Condition or otherwise impair consummation of the certificate of incorporation and by-laws (in each case, together with all amendments thereto) of the Company and each of its Subsidiaries which have been previously delivered or made available to Buyer are true, correct and completeCombination. (b) The Company APCOA has all requisite full corporate or comparable power and authority to execute and deliver this Agreement, Agreement and to perform its obligations hereunder and to consummate the transactions contemplated herebyhereunder. The execution and delivery of this Agreement, Agreement and the performance of the CompanyAPCOA's obligations hereunder and the consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary proceedings on the Board part of Directors of the Company APCOA and no other corporate proceedings or actions on the part of the CompanyAPCOA, its Board board of Directors directors or stockholders are necessary therefor. The Except as set forth in Schedule 4.1(b), the execution, delivery and performance by APCOA of this Agreement and the consummation of the transactions contemplated hereby will not (i) violate any provision of the APCOA's certificate of incorporation or by-laws of the Company or any of its Subsidiarieslaws, (ii) except for Management Contracts or as disclosed in Schedule 3.1 hereto, and except as provided in the Credit Agreement4.1(b), violate or conflict with any provision of, or be an event that is (or with the passage of time will result in) a violation or conflict of, or result in the termination or acceleration of or entitle any party to terminate or accelerate (whether after the giving of notice or lapse of time or both) any obligation under, or constitute a default (with or without notice or lapse of time, or both), or result in (or with notice or the passage of time would result in) the imposition of any lien upon or the creation of a security interest in any the assets of the Company's or any of its Subsidiaries' assets or properties APCOA pursuant to, any mortgage, lien, lease, agreement, instrument, order, arbitration award, judgment judgment, injunction or decree to which the Company or any of its Subsidiaries APCOA is a party or by which any of them or their assets are it is bound, or (iii) except as described disclosed in Section 3.1(cSchedule 4.1(b) hereof or as listed on Schedule 3.1 hereto4.12, violate or conflict with any lawstatute, order, judgment, injunction, decree, ordinance, rule or regulation or ruling of any governmental authority applicable to which the Company APCOA or any of its Subsidiaries properties or assets or any other material restriction of any kind or character to which APCOA is subject, except for those that, in the case of any of clauses (ii) and (iii) would not), would, individually or in the aggregate, have a Material Adverse Effectmaterial adverse effect on the APCOA Business Condition or impair the consummation of the Combination. This Agreement has been duly executed and delivered by the CompanyAPCOA, and, assuming the due execution and delivery hereof by Buyereach Standard Owner, this Agreement constitutes the legal, valid and binding obligation of the CompanyAPCOA, enforceable against the Company APCOA in accordance with its terms, except for (i) the effect of any subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar or other laws relating to or affecting the rights and remedies of creditors generally and (ii) the effect of equitable to general principles of general application. equity (c) No registrations, filings, applications, notices, consents, approvals, orders, qualifications, authorizations regardless of whether in equity or waivers are required to be made, filed, given or obtained by the Company or any of its Subsidiaries (or, by reason of facts pertaining to the Company or its Subsidiaries, on the part of Buyer) with, to or from any Persons (including governmental authorities) in connection with the at law. The execution and delivery of this Agreement or the consummation of the transactions contemplated herebyEmployment Agreement and the Consulting Agreement by APCOA, except for (iand all payments that may become due thereunder, have been approved in a manner that would satisfy the requirements of Section 280G(b)(5)(A)(ii) those set forth on Schedule 3.1, (iiand 280G(b)(5)(B) filings under the HSR Act, (iii) those that become applicable solely as a result of the specific regulatory status Code with respect to a change of Buyer or control of APCOA and its Affiliatesaffiliates, or (iv) those that assuming such change of control were to take place immediately after the failure to make, file, give or obtain would not, individually or in the aggregate, have a Material Adverse EffectClosing Date.

Incorporation; Authorization; Etc. (a) Each of the The Company and its Subsidiaries is a corporation corporation, duly organized, organized and validly existing and in good standing under the laws of the jurisdiction State of its organizationDelaware. Each of the Company and its Subsidiaries The Company (i) has all requisite corporate power and authority to own, lease and operate own all of its properties and assets and to carry on its business as it is now being conducted, and (ii) is in good standing standing, and is duly licensed, authorized or qualified to transact business in each jurisdiction in which the nature ownership or lease of real property owned or leased by it or the conduct of its business requires it i to be so qualified, qualified except where the failure to have such power or authority, to be in good standing or to be duly licensed, authorized or qualified to transact business, would notnot reasonably be expected to, individually or in the aggregate, have a Material Adverse Effect. The copies Effect on the business, assets, results of operations, or financial condition (collectively, the certificate of incorporation and by-laws (in each case, together with all amendments thereto"Business Condition") of the Company. The Company and each of its Subsidiaries which have been previously has heretofore delivered or made available to Buyer are true, Purchaser complete and correct and completecopies of its organizational documents as in effect o the date hereof. (b) The Company Each of the Stockholders has all requisite corporate power full power, capacity and authority to execute and deliver this Agreement, Agreement and to perform its his or her obligations hereunder under this Agreement. This Agreement has been duly executed and to consummate delivered by and is the transactions contemplated hereby. The legal, valid and binding obligation of each of the Stockholders and, assuming the due execution and delivery of this Agreementthereof by Purchaser, the performance is enforceable against each of the Company's obligations hereunder and the consummation of the transactions contemplated hereby have been duly and validly authorized by the Board of Directors of the Company and no other corporate proceedings or actions on the part of the Company, Stockholders in accordance with its Board of Directors or stockholders are necessary therefor. terms. (c) The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by the Board of Directors of the Company, and no additional proceedings (corporate or otherwise) on the part of any of the Stockholders or the Company are necessary to authorize the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby. This Agreement has been duly executed and delivered by and assuming the due execution and delivery thereof of Purchaser, constitutes the legal, valid and binding obligation of the Company and is enforceable against the Company in accordance with its terms. (d) Except as set forth in Schedule 4.1(d), the execution and delivery of this Agreement by the Company and the Stockholders and the consummation by the Company and the Stockholders of the transactions contemplated by this Agreement will not (i) violate any provision of the certificate of incorporation or by-laws or similar organizational instrument of the Company or any of its SubsidiariesCompany, (ii) except as disclosed result in Schedule 3.1 hereto, and except as provided in the Credit Agreement, violate or conflict with a violation of any provision of, or be an event that is constitute a default (with or with the passage without notice or lapse --------------- of time will result intime) a violation or conflict ofunder, or result in the termination give rise to a right of termination, cancellation or acceleration of (or entitle any party to terminate or accelerate (whether after the giving of notice or lapse of time or both) any obligation under, or constitute a default (with or without notice or lapse of time, or both), or result in (or with notice or the passage of time would result in) the imposition of any lien upon or the creation of a security interest in any of the Company's Shares or any of its Subsidiaries' the Company's assets or properties pursuant to, any note, bond, debt instrument, mortgage, indenture, lien, lease, agreement, lease agreement or other instrument, orderor any judgment, arbitration awardinjunction, judgment order or decree decre to which the Company or any of its Subsidiaries the Stockholders is a party or by which any of them or their assets are is bound, or (iii) except as described in Section 3.1(c) hereof or as listed on Schedule 3.1 hereto, violate or conflict with any United States (federal, state or local) or foreign (federal, provincial or local) law, statute, ordinance, rule or regulation ("Law") or any order, writ, injunction, judgment, injunctionaward, decree, ordinance, regulation stipulation or ruling of decree rendered by any governmental authority Governmental Authority (as defined herein) ("Order") applicable to which the Company or any of its Subsidiaries is subjectmaterial properties or assets or any of the Stockholders. (e) No consent, except for those thatapproval, in the case of clauses order or authorization of, or registration, declaration or filing with (i) any Governmental Authority or (ii) and any individual, corporation or other entity (iii) would not, individually or in the aggregate, have a Material Adverse Effect. This Agreement has been duly executed and delivered by the Company, and, assuming the due execution hereof by Buyer, this Agreement constitutes the legal, valid and binding obligation including any holder of the Company, enforceable against the Company in accordance 's securities) is required by or with its terms, except for (i) the effect of any applicable bankruptcy, insolvency, reorganization, moratorium and similar laws relating respect to or affecting the rights of creditors generally and (ii) the effect of equitable principles of general application. (c) No registrations, filings, applications, notices, consents, approvals, orders, qualifications, authorizations or waivers are required to be made, filed, given or obtained by the Company or any of its Subsidiaries (or, by reason of facts pertaining to the Company or its Subsidiaries, on the part of Buyer) with, to or from any Persons (including governmental authorities) Stockholder in connection with the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby, except for (iA) such consents, approvals, orders, authorizations, registrations, declarations and filings as may be required under federal securities laws, applicable state "blue sky" laws, and the securities laws of any foreign country, (B) those set forth on in Schedule 3.14.1(e), and (iiC) filings under the HSR Actsuch other consents, (iii) those that become applicable solely as a result of the specific regulatory status of Buyer authorizations, filings, approvals and registrations which, if not obtained or its Affiliatesmade, or (iv) those that the failure to make, file, give or obtain would notnot be reasonably likely, individually or in the aggregate, to have a Material Adverse EffectEffect on the Business Condition of the Company.

Incorporation; Authorization; Etc. (a) Each of Holdings and the Company Holdings Subsidiaries has been duly organized and its Subsidiaries is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its organizationincorporation. Each of Holdings and the Company and its Holdings Subsidiaries has all requisite full corporate power and authority to own, lease and operate own its properties and assets and to carry on conduct its business as it is now being conducted, and is in good standing conducted and is duly qualified to transact business in each jurisdiction in which the nature of property owned or leased by it or the conduct of its business requires it to be so qualified, except where the failure to be so qualified or to have such power or authority, to be in good standing or to be duly qualified to transact business, authority would not, individually or in the aggregate, not have a Holdings Material Adverse Effect. The copies Each jurisdiction in which Holdings or any of the certificate of incorporation and by-laws (Holdings Subsidiaries is qualified to do business is set forth in each case, together with all amendments theretoSection 3.1(a) of the Company and each of its Subsidiaries which have been previously delivered or made available to Buyer are true, correct and completeUSRealty Disclosure Schedule. (b) The Company USRealty has all requisite been duly organized and is validly existing under the laws of Luxembourg. (c) USRealty has full corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery of this AgreementAgreement by USRealty, the performance by USRealty of the Company's its obligations hereunder and the consummation by USRealty of the transactions contemplated hereby have been duly and validly authorized by the USRealty Board of Directors of and, except for obtaining the Company and USRealty Stockholders Approval, no other corporate proceedings proceeding or actions action on the part of USRealty, the Company, its USRealty Board or the stockholders of Directors or stockholders are USRealty is necessary therefor. . (d) The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby by USRealty will not (i) violate or conflict with any provision of the certificate respective articles of incorporation of USRealty or by-laws of the Company or any of its SubsidiariesHoldings, (ii) except as disclosed set forth in Schedule 3.1 heretoSection 3.1(d) of the USRealty Disclosure Schedule, and except as provided in the Credit Agreementconflict with, violate or conflict with constitute a default under any provision of, or be an event that is (or with the giving of notice or passage of time or both will result in) a violation of or conflict ofdefault under, or result in the termination or acceleration of or entitle any party to terminate or accelerate (whether after the giving of notice or lapse of time or both) any obligation or right under, or constitute a default (with or without notice or lapse of time, or both), or result in (or with notice or the passage of time would result in) the imposition of any lien upon or the creation of a security interest in any of the Company's Holdings Shares or any of its Subsidiaries' the assets or properties of Holdings or any of the Holdings Subsidiaries pursuant to, or require a consent or create a penalty or increase Holdings' or any Holdings Subsidiary's payment or performance obligations under, any mortgage, lien, lease, agreement, instrument, order, arbitration award, judgment or decree decree, or any contract, agreement, license or permit, to which the Company USRealty, Holdings or any of its Subsidiaries Holdings Subsidiary is a party or by which any of them or any of their assets are property is bound, or (iii) except other than as described in Section 3.1(c) hereof or as listed on Schedule 3.1 hereto, violate or conflict with any law, order, judgment, injunction, decree, ordinance, regulation or ruling of any governmental authority to which the Company or any of its Subsidiaries is subject, except for those that, in the case of clauses (ii) and (iii) would not, individually or in the aggregate, have a Holdings Material Adverse EffectEffect or materially delay the consummation of the Equity Purchase and the transactions contemplated by the Plan of Liquidation or (iii) assuming that all consents, approvals, authorizations and other actions described in Section 3.7(b) have been obtained and all filings and obligations set forth in Section 3.7(b) have been made, violate or conflict with, or result in the imposition of any lien (other than liens arising from any actions taken or arrangements made by SCGI or any of its subsidiaries) upon any of the Holdings Shares, or any of the assets or properties of Holdings or any Holdings Subsidiary pursuant to, any provision of law, regulation, rule, writ, injunction, decree, statute, order, judgment or ruling of any federal, state, local, foreign, supernational or supranational court or tribunal (including any court or tribunal dealing with labor matters), governmental, regulatory or administrative agency, department, bureau, authority or commission or arbitral panel ("GOVERNMENTAL AUTHORITY") or any other restriction of any kind or character to which USRealty, Holdings or any Holdings Subsidiary is or may be subject or by which any of them or any of their property is or may be bound, other than violations, conflicts, liens and restrictions that would not, individually or in the aggregate, have a Holdings Material Adverse Effect or materially delay the consummation of the Equity Purchase and the transactions contemplated by the Plan of Liquidation. This Agreement has been duly executed and delivered by the CompanyUSRealty, and, assuming the due execution hereof by BuyerSCGI and Purchaser, this Agreement constitutes the legal, valid and binding obligation of the Company, USRealty enforceable against the Company USRealty in accordance with its terms, except for (i) the effect of any applicable bankruptcy, insolvency, reorganization, moratorium and similar as may be limited or otherwise affected by Luxembourg laws relating to or affecting the rights collective procedures of creditors generally and (ii) the effect undertaking of equitable principles of general applicationcollective investment. (ce) No registrationsUpon consummation of the Equity Purchase at the Purchase and Sale Closing, filingsas contemplated by this Agreement, applicationsUSRealty will deliver to SCGI good and valid title to all of the outstanding Holdings Shares that it owns, noticesfree and clear of any liens, consentsclaims, approvalscharges, orderssecurity interests, qualifications, authorizations options or waivers are required to be made, filed, given other legal or obtained equitable encumbrances or other rights of third parties (except those imposed by the Company any action taken or arrangement made by SCGI or any of its subsidiaries). (f) USRealty has made available to SCGI complete and correct copies of the articles of incorporation (or similar instruments), as amended to date, of USRealty, Holdings and each of the Holdings Subsidiaries, and has made available to SCGI the corporate minute books containing the records of meetings of the stockholders and boards of directors, the stock certificate books and the stock record books of Holdings and the Holdings Subsidiaries. The stock record books of Holdings and the Holdings Subsidiaries which USRealty has made available to SCGI are complete and correct in all material respects and accurately reflect the ownership of all of the outstanding shares of Holdings' and the Holdings Subsidiaries' respective capital stock and all other securities issued by any of Holdings or the Holdings Subsidiaries. Neither Holdings nor any of the Holdings Subsidiaries is in default under or in violation of any provision of its articles of incorporation (or, by reason or similar instruments). (g) The sale of facts pertaining the Holdings Shares pursuant hereto and the liquidation of USRealty pursuant to the Company Plan of Liquidation will not give rise to any material Tax for or to USRealty or Holdings in Luxembourg or any of its Subsidiariespolitical subdivisions, on the part of Buyer) withother than Taxes, to or if any, arising from any Persons (including governmental authorities) in connection with the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby, except for (i) those set forth on Schedule 3.1, (ii) filings under the HSR Act, (iii) those that become applicable solely as a result of the specific regulatory status of Buyer or its Affiliates, or (iv) those that the failure to make, file, give or obtain would not, individually or in the aggregate, have a Material Adverse Effectby Section 5.15.

Incorporation; Authorization; Etc. (a) Each The Company and each of the Company and its Subsidiaries is a corporation duly organizedincorporated, validly existing and in good standing under the laws of the jurisdiction state of its organizationincorporation. Each The Company and each of the Company and its Subsidiaries (i) has all requisite full corporate power and authority to own, lease and operate own all of its properties and assets and to carry on its business as it is now being conducted, and (ii) is duly qualified to do business and is in good standing standing, and is duly licensed, authorized or qualified to transact business in each jurisdiction in which the nature ownership or lease of real property owned or leased by it or the conduct of its business requires it to be so qualified, except where the failure to have such power or authority, to be in good standing or to be duly qualified to transact business, would not, individually or so qualify could not in the aggregate, aggregate reasonably be expected to have a Material Adverse Effect. (b) The Company and each of its subsidiaries and Parent Enterprises, Inc. (whether or not such subsidiaries hold assets or are subject to liabilities relating to the Business) has full corporate or other power and authority to effect the transactions contemplated by this Agreement and each of the Purchase Agreements to which it is a party. The copies consummation of the certificate of incorporation transactions contemplated hereby and by-laws (in each case, together with by the Purchase Agreements have been duly authorized and approved by all amendments thereto) necessary corporate or other action on the part of the Company and each of its Subsidiaries which have been previously subsidiaries and Parent Enterprises, Inc. (whether or not such subsidiaries hold assets or are subject to liabilities relating to the Business). Except as set forth on Section 3.1(b) of the disclosure schedule delivered or made available to Buyer are trueby the Sellers on the date hereof (the "Disclosure Schedule"), correct and complete. (b) The Company has all requisite corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement, the performance Agreement and each of the Company's obligations hereunder Purchase Agreements does not, and the consummation of the transactions contemplated hereby have been duly and validly authorized by the Board of Directors of the Company and no other corporate proceedings or actions on the part of the Companythereby will not, its Board of Directors or stockholders are necessary therefor. The executionviolate, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby will not (i) violate any provision of the certificate of incorporation or by-laws of the Company or any of its Subsidiaries, (ii) except as disclosed in Schedule 3.1 hereto, and except as provided in the Credit Agreement, violate breach or conflict with any provision of, or be constitute an event that is (or with the passage of time will result in) a violation or conflict of, or result in the termination or acceleration of or entitle any party to terminate or accelerate which (whether after the giving of notice or lapse the passage of time or both) will result in a violation of or breach of, or result in the acceleration, termination or modification of, or entitle any party to accelerate, terminate or modify (whether after the giving of notice or the passage of time or both) any obligation under, or constitute a default (with or without notice or lapse of time, or both), or result in (or with notice or the passage of time would result in) the imposition of any lien upon or the creation of a security interest in any Lien upon any of the Company's assets or properties of the Company or any of its Subsidiaries' assets the Company Subsidiaries or properties Parent Enterprises, Inc. pursuant to, any mortgage, lienLien, lease, agreement, instrument, certificate of incorporation, by-law, deed of trust other organizational or governing document, order, arbitration award, judgment or decree to which the Company or any of its Subsidiaries Company Subsidiary or Parent Enterprises, Inc. is a party or by which any such party or any of them their respective properties or their assets are bound, or (iii) except as described in Section 3.1(c) hereof or as listed on Schedule 3.1 hereto, violate or conflict with any law, order, judgment, injunction, decree, ordinance, regulation or ruling of any governmental authority to which the Company or any of its Subsidiaries is subject, except for those thatsuch violations, in the case breaches, accelerations, terminations, modifications, creations or impositions of clauses (ii) and (iii) would notLiens which, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect. This Agreement has been duly executed and delivered by the Company, andor which are cured, assuming the due execution hereof by Buyer, this Agreement constitutes the legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except for (i) the effect of any applicable bankruptcy, insolvency, reorganization, moratorium and similar laws relating to waived or affecting the rights of creditors generally and (ii) the effect of equitable principles of general application. (c) No registrations, filings, applications, notices, consents, approvals, orders, qualifications, authorizations or waivers are required to be made, filed, given or obtained by the Company or any of its Subsidiaries (or, by reason of facts pertaining terminated prior to the Company or its Subsidiaries, on the part of Buyer) with, to or from any Persons (including governmental authorities) in connection with the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby, except for (i) those set forth on Schedule 3.1, (ii) filings under the HSR Act, (iii) those that become applicable solely as a result of the specific regulatory status of Buyer or its Affiliates, or (iv) those that the failure to make, file, give or obtain would not, individually or in the aggregate, have a Material Adverse EffectClosing Date.

Incorporation; Authorization; Etc. (a) Each of the The Company and its Subsidiaries is a an Oregon corporation duly organized, organized and validly existing and in good standing under the laws of the jurisdiction State of its organizationOregon. Each of the Company and its Subsidiaries The Company (1) has all requisite corporate power and authority to own, lease and operate own all of its properties and assets and to carry on its business as it is now being conducted, and (2) is in good standing standing, and is duly licensed, authorized or qualified to transact business in each jurisdiction in which the nature ownership or lease of real property owned or leased by it or the conduct of its business requires it to be so qualified, qualified except where the failure to have such power or authority, to be in good standing or to be duly licensed, authorized or qualified to transact business, would notnot reasonably be expected to, individually or in the aggregate, have a Material Adverse Effect. The copies material adverse effect on the business, assets, results of operations, or financial condition (collectively, the certificate of incorporation and by-laws (in each case, together with all amendments thereto"Business Condition") of the Company. ------------------ As used in the Agreement, "Subsidiary" with respect to the Company, shall mean ---------- each corporation, partnership, limited liability company or other legal entity set forth on Stockholder Disclosure Schedule 2.1(a)(1) and, with respect to Buyer, shall mean a corporation, partnership, limited liability company or other legal entity more than 50% of the voting power of whose outstanding voting securities or equity interests are, directly or indirectly, owned by Buyer. Stockholder Disclosure Schedule 2.1(a)(1) lists all entities in which the Company and each owns, directly or indirectly, more than 50% of its Subsidiaries which have been previously the voting power of an entity's voting securities or equity interests. The Company has heretofore delivered or made available to Buyer are truecomplete and correct copies of its ' organizational documents as in effect on the date hereof. Stockholder Disclosure Schedule 2.1(a)(2) lists all other entities, correct and completeif any, in which the Company holds less than a 50% equity interest. (b) The Company Stockholder has all requisite corporate power full power, capacity and authority to execute and deliver this Agreement, Agreement and to perform her obligations under this Agreement. This Agreement has been duly executed and delivered by and is the legal, valid and binding obligation of the Stockholder and, assuming the due execution and delivery thereof by Buyer, is enforceable against the Stockholder in accordance with its obligations hereunder and to consummate terms. (c) Except as set forth in Stockholder Disclosure Schedule 2.1(c), the transactions contemplated hereby. The execution and delivery of this Agreement, Agreement by the performance of Company and the Company's obligations hereunder Stockholder and the consummation by the Stockholder of the transactions contemplated hereby have been duly and validly authorized by the Board of Directors of the Company and no other corporate proceedings or actions on the part of the Company, its Board of Directors or stockholders are necessary therefor. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby will not (i1) violate any provision of the certificate articles of incorporation or by-laws or similar organizational instrument of the Company or any of its SubsidiariesCompany, (ii2) except as disclosed result in Schedule 3.1 hereto, and except as provided in the Credit Agreement, violate or conflict with a violation of any provision of, or be an event that is constitute a default (with or with the passage without notice or lapse of time will result intime) a violation or conflict ofunder, or result in the termination give rise to a right of termination, cancellation or acceleration of (or entitle any party to terminate or accelerate (whether after the giving of notice or lapse of time or both) any obligation under, or constitute a default (with or without notice or lapse of time, or both), or result in (or with notice or the passage of time would result in) the imposition of any lien upon or the creation of a security interest in any of the Company's Shares or any of its Subsidiaries' the Company's assets or properties pursuant to, any note, bond, debt instrument, mortgage, indenture, lien, lease, agreement, agreement or other instrument, orderor any judgment, arbitration awardinjunction, judgment order or decree to which the Company or any of its Subsidiaries the Stockholder is a party or by which any either of them or their assets are is bound, or (iii3) except as described in Section 3.1(c) hereof or as listed on Schedule 3.1 hereto, violate or conflict with any United States (federal, state or local) or foreign (federal, provincial or local) law, statute, ordinance, rule or regulation ("Law") or any order, writ, injunction, judgment, injunctionaward, decree--- stipulation or decree rendered by any Governmental Authority (as defined herein) ("Order") applicable to the Company, ordinanceor its material properties or ----- assets or the Stockholder, regulation or ruling (4) trigger the rights of any governmental authority to which the Company under any shareholder rights plan or any of its Subsidiaries is subjectsimilar arrangement, except for those that, in the case of clauses (ii2) and (iii3), for any such violations, defaults, rights or restrictions that would not (A) would not, individually or in the aggregate, have a Material Adverse Effect. This Agreement has been duly executed and delivered by material adverse effect on the Company, and, assuming the due execution hereof by Buyer, this Agreement constitutes the legal, valid and binding obligation Business Condition of the Company, enforceable against (B) an adverse effect on the Company in accordance with its terms, except for value of the Shares or (iC) an adverse effect on the effect ability of any applicable bankruptcy, insolvency, reorganization, moratorium and similar laws relating Stockholder to or affecting consummate the rights of creditors generally and (ii) the effect of equitable principles of general applicationStock Exchange. (cd) No registrationsconsent, filingsapproval, applicationsorder or authorization of, noticesor registration, consentsdeclaration or filing with (1) any Governmental Authority or (2) any individual, approvals, orders, qualifications, authorizations corporation or waivers are other entity is required to be made, filed, given by or obtained by the Company or any of its Subsidiaries (or, by reason of facts pertaining with respect to the Company or its Subsidiaries, on the part of Buyer) with, to or from any Persons (including governmental authorities) Stockholder in connection with the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby, except for (i) those set forth on in Stockholder Disclosure Schedule 3.12.1 (d) and such other consents, (ii) filings under the HSR Actauthorizations, (iii) those that become applicable solely as a result of the specific regulatory status of Buyer filings, approvals and registrations which, if not obtained or its Affiliatesmade, or (iv) those that the failure to make, file, give or obtain would notnot be reasonably likely, individually or in the aggregate, to have a Material Adverse Effectmaterial adverse effect on the Business Condition of the Company.

Incorporation; Authorization; Etc. (a) Each of the Company Parent and its Subsidiaries Merger Sub is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its organizationDelaware. Each of the Company Parent and its Subsidiaries Merger Sub has all requisite full corporate power and authority to own, lease and operate its properties and assets and to carry on its business as it is now being conducted, and is in good standing and is duly qualified to transact business in each jurisdiction in which the nature of property owned or leased by it or the conduct of its business requires it to be so qualified, except where the failure to have such power or authority, to be in good standing or to be duly qualified to transact business, would not, individually or in the aggregate, have a Material Adverse Effect. The copies of the certificate of incorporation and by-laws (in each case, together with all amendments thereto) of the Company and each of its Subsidiaries which have been previously delivered or made available to Buyer are true, correct and complete. (b) The Company has all requisite corporate power and authority to execute and deliver this Agreement, to perform its respective obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement, the performance of the CompanyParent's and Merger Sub's obligations hereunder and the consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate or other proceedings on the Board part of Parent and Merger Sub, their respective Boards of Directors of the Company and their respective stockholders or members and no other corporate proceedings or actions on the part of the Company, its Board of Directors Parent or stockholders Merger Sub are necessary thereforto authorize this Agreement or for Parent or Merger Sub to consummate the transactions contemplated hereby. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby will not (i) violate any provision of the certificate of incorporation charter or by-laws or similar organizational instrument of the Company Parent, Merger Sub or any of its their respective Subsidiaries, (ii) except as disclosed in Schedule 3.1 hereto, and except as provided in the Credit Agreement, violate or conflict with any provision of, or be an event that is (or with the passage of time will result in) a violation or conflict of, or result in the termination or acceleration of or entitle any party to terminate or accelerate (whether after the giving of notice or lapse of time or both) any obligation under, or constitute a default (with or without notice or lapse of time, or both), or result in (or with notice or the passage of time would result in) the imposition of any lien Lien upon or the creation of a security interest in any of the CompanyParent's, Merger Sub's or any of its their respective Subsidiaries' assets or properties pursuant to, any mortgage, lienLien, lease, agreement, instrument, order, arbitration award, judgment or decree to which the Company Parent, Merger Sub or any of its Subsidiaries their respective Affiliates is a party or by which Parent, Merger Sub or any of them or their assets are respective Affiliates is bound, or (iii) except as described in Section 3.1(c) hereof or as listed on Schedule 3.1 hereto, violate or conflict with any law, order, judgment, injunction, decree, ordinance, regulation or ruling other material restriction of any governmental authority kind or character to which the Company Parent, Merger Sub or any of its Subsidiaries their respective Affiliates is subject, except for those that, in the case of clauses (ii) and (iii) ), would notreasonably be expected to have, individually or in the aggregate, have a Parent Material Adverse EffectEffect or a material adverse effect on any of the Fully-Diluted Stockholders, or (iv) assuming the consents, approvals, authorizations or permits and filings or notifications referred to in Section 5.2(c) are duly and timely obtained or made and the approval of the Merger by the stockholders of the Company in accordance with the DGCL has been obtained, violate any order, writ, injunction, decree, statute, rule or regulation applicable to Parent or Merger Sub or to any of their respective assets, except for violations which would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect or a material adverse effect on any of the Fully-Diluted Stockholders. This Agreement has been duly executed and delivered by the CompanyParent and Merger Sub, and, assuming the due execution hereof by Buyerthe Company, this Agreement constitutes the legal, valid and binding obligation of the CompanyParent and Merger Sub, enforceable against the Company Parent and Merger Sub in accordance with its terms, except for (i) subject to the effect of any applicable bankruptcy, insolvency, reorganization, liquidation, dissolution, moratorium and or other similar laws relating to or affecting the rights of creditors generally and (ii) to the effect of equitable the application of general principles of general application. equity (c) No registrations, filings, applications, notices, consents, approvals, orders, qualifications, authorizations or waivers are required to be made, filed, given or obtained by the Company or any regardless of its Subsidiaries (or, by reason of facts pertaining to the Company or its Subsidiaries, on the part of Buyer) with, to or from any Persons (including governmental authorities) whether considered in connection with the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby, except for (i) those set forth on Schedule 3.1, (ii) filings under the HSR Act, (iii) those that become applicable solely as a result of the specific regulatory status of Buyer or its Affiliates, or (iv) those that the failure to make, file, give or obtain would not, individually proceedings at law or in the aggregate, have a Material Adverse Effectequity).

Incorporation; Authorization; Etc. (a) Each of the Company and its Subsidiaries Buyer is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction State of its organizationMaryland. Each of the Company and its Subsidiaries Buyer (1) has all requisite corporate power and authority to own, lease and operate own all of its properties and assets and to carry on its business as it is now being conducted, and (2) is in good standing standing, and is duly licensed, authorized or qualified to transact business in each jurisdiction in which the nature ownership or lease of real property owned or leased by it or the conduct of its business requires it to be so qualified, qualified except where the failure to have such power or authority, to be in good standing or to be duly licensed, authorized or qualified to transact business, would notnot reasonably be expected to, individually or in the aggregate, have a Material Adverse Effectmaterial adverse effect on the Business Condition of Buyer and its Subsidiaries, taken as a whole. The Buyer has heretofore delivered or made available to the Stockholder complete and correct copies of the its certificate of incorporation and by-laws (as in each case, together with all amendments thereto) of effect on the Company and each of its Subsidiaries which have been previously delivered or made available to Buyer are true, correct and completedate hereof. (b) The Company has all requisite corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement, the performance of the Company's obligations hereunder and the consummation of the transactions contemplated hereby have been duly and validly authorized by the Board of Directors of the Company and no other corporate proceedings or actions on the part of the Company, its Board of Directors or stockholders are necessary therefor. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by the Board of Directors of Buyer, and no additional proceedings (corporate or otherwise) on the part of Buyer or its Stockholder are necessary to authorize the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby. This Agreement has been duly executed and delivered by, and, assuming the due execution and delivery thereof by the Company and the Stockholder, constitutes the legal, valid and binding obligation of, Buyer and is enforceable against Buyer in accordance with its terms. (c) The execution and delivery of this Agreement by Buyer and the consummation by Buyer of the transactions contemplated by this Agreement will not (i1) violate any provision of the certificate of incorporation or by-laws or similar organizational instrument of the Company Buyer or any of its material Subsidiaries, (ii2) except as disclosed result in Schedule 3.1 hereto, and except as provided in the Credit Agreement, violate or conflict with a violation of any provision of, or be an event that is constitute a default (with or with the passage without notice or lapse of time will result intime) a violation or conflict ofunder, or result in the termination give rise to a right of termination, cancellation or acceleration of (or entitle any party to terminate or accelerate (whether after the giving of notice or lapse of time or both) any obligation under, or constitute a default (with or without notice or lapse of time, or both), or result in (or with notice or the passage of time would result in) the imposition of any lien Liens upon or the creation of a security interest in any of the CompanyBuyer's or any of its Subsidiaries' assets or properties pursuant to, any note, bond, debt instrument, mortgage, indenture, lien, lease, agreement, agreement or other instrument, orderor any judgment, arbitration awardinjunction, judgment order or decree to which the Company or any of its Subsidiaries Buyer is a party or by which any of them or their assets are is bound, or (iii3) except as described in Section 3.1(c) hereof or as listed on Schedule 3.1 hereto, violate or conflict with any lawLaw or Order applicable to Buyer , order, judgment, injunction, decree, ordinance, regulation or ruling of any governmental authority to which the Company or any of its Subsidiaries is subject, except for those thatexcept, in the case of clauses (ii2) and (iii) 3), for any such violations, defaults, rights or restrictions that would not, individually or in the aggregate, (A) have a Material Adverse Effect. This Agreement has been duly executed material adverse effect on the Business Condition of Buyer and delivered by its Subsidiaries, taken as a whole, (B) an adverse effect on the Company, and, assuming the due execution hereof by Buyer, this Agreement constitutes the legal, valid and binding obligation value of the Company, enforceable against Buyer Shares or (C) on adverse effect on the Company in accordance with its terms, except for (i) ability of Buyer to consummate the effect of any applicable bankruptcy, insolvency, reorganization, moratorium and similar laws relating to or affecting the rights of creditors generally and (ii) the effect of equitable principles of general applicationStock Exchange. (cd) No registrationsconsent, filingsapproval, applicationsorder or authorization of, noticesor registration, consentsdeclaration or filing with (1) any Governmental Authority or (2) any individual, approvals, orders, qualifications, authorizations corporation or waivers are required to be made, filed, given or obtained by the Company or other entity (including any of its Subsidiaries (or, by reason of facts pertaining to the Company or its Subsidiaries, on the part holder of Buyer's securities) with, is required by or with respect to or from any Persons (including governmental authorities) Buyer in connection with the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby, except for for (A) such consents, approvals, orders, authorizations, registrations, declarations and filings as may be required under federal securities laws (including an order of effectiveness with respect to the Registration Statement), applicable state "blue sky" laws, and the securities laws of any foreign country, and (B) such other consents, authorizations, filings, approvals and registrations which, if not obtained or made, would not be reasonably likely to have (i) those set forth a material adverse effect on Schedule 3.1the Business Condition of Buyer and its Subsidiaries, taken as a whole or (ii) filings under an adverse effect on the HSR Act, (iii) those that become applicable solely as a result value of the specific regulatory status of Buyer or its Affiliates, or (iv) those that the failure to make, file, give or obtain would not, individually or in the aggregate, have a Material Adverse EffectShares.

Incorporation; Authorization; Etc. (a) Each of the Company General Xxxxx and each of its Subsidiaries is a corporation duly organized, organized and validly existing and and, with respect to each U.S. Corporation, in good standing standing, under the laws of the jurisdiction of its organization. Each of the Company General Xxxxx and each of its Subsidiaries (i) has all the requisite corporate or similar power and authority to own, lease and operate own its properties and assets and to carry on its business as it is now being conductedconducted and (ii) with respect to each U.S. Corporation, and is in good standing and is duly qualified to transact business in each jurisdiction in which the nature of property owned or leased by it or the conduct of its business requires it to be so qualified, except where the failure to have such power be so organized or authority, to be in good standing or to be duly qualified to transact business, or to have such power and authority, would not, individually or in the aggregate, have or reasonably be expected to have a Material Adverse Effect. The copies material adverse effect on the business, assets, liabilities, condition (financial or otherwise) or results of the certificate operations of incorporation General Xxxxx and by-laws its Subsidiaries, taken as a whole (in each case, together with all amendments thereto) of the Company and each of its Subsidiaries which have been previously delivered or made available to Buyer are true, correct and completea "GENERAL XXXXX MATERIAL ADVERSE EFFECT"). (bc) The Company has all requisite corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement, the performance of the Company's obligations hereunder and the consummation of the transactions contemplated hereby have been duly and validly authorized by the Board of Directors of the Company and no other corporate proceedings or actions on the part of the Company, its Board of Directors or stockholders are necessary therefor. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby Ancillary Agreements will not (i) subject to effecting the Charter Amendment, violate any provision of the General Xxxxx' or any of its Subsidiaries' respective certificate of incorporation or by-laws of the Company (or any of its Subsidiariesequivalent organizational documents instruments), (ii) except as disclosed in Schedule 3.1 hereto, and except as provided in the Credit Agreement, violate or conflict with any provision of, or be an event that is (or with the passage of time will result in) a violation or conflict of, or result in the termination or acceleration of or entitle any party to terminate accelerate or accelerate exercise (whether after the giving of notice or lapse of time or both) any obligation or right under, or constitute a default (with or without notice or lapse of time, or both), or result in (or with notice or the passage of time would result in) the imposition of any lien Lien upon or the creation of a security interest in any shares of the Company's capital stock of General Xxxxx or its Subsidiaries or any of General Xxxxx' or any of its Subsidiaries' assets or properties pursuant to, any mortgage, lien, leaseLien, agreement, instrument, order, arbitration award, judgment or decree to which the Company General Xxxxx or any of its Subsidiaries is a party or by which any of them or their assets are is bound, or (iii) except as described in Section 3.1(c) hereof or as listed on Schedule 3.1 hereto, violate or conflict with any law, order, judgment, injunction, decree, ordinance, regulation or ruling other restriction of any governmental authority kind or character to which the Company General Xxxxx or any of its Subsidiaries is subject, except for those that, in the case of clauses (ii) and or (iii) would notwould, individually or in the aggregate, have or reasonably be expected to have a General Xxxxx Material Adverse EffectEffect or prevent the Merger and the Subsidiary Purchases from occurring prior to the Termination Date. This Agreement has been duly executed and delivered by the CompanyGeneral Xxxxx and Merger Sub, and, assuming the due execution hereof by BuyerDiageo and Pillsbury, this Agreement constitutes the legal, valid and binding obligation obligations of the CompanyGeneral Xxxxx and Merger Sub, enforceable against the Company General Xxxxx and Merger Sub in accordance with its terms, except for (i) subject to the effect of any applicable bankruptcy, insolvency, reorganization, liquidation, dissolution, moratorium and or other similar laws relating to or affecting the rights of creditors generally and (ii) to the effect of equitable the application of general principles of general application. equity (c) No registrationsregardless of whether considered in proceedings at law or in equity). At the Closing, filingseach of the Ancillary Agreements to which General Xxxxx or a Buying Affiliate is a party will be duly executed and delivered by General Xxxxx and such Buying Affiliates, applicationsas applicable, noticesand, consents, approvals, orders, qualifications, authorizations or waivers are required to be made, filed, given or obtained by assuming the Company or any of its Subsidiaries (or, by reason of facts pertaining to the Company or its Subsidiaries, on the part of Buyer) with, to or from any Persons (including governmental authorities) in connection with the due execution and delivery thereof by the other parties thereto, at the Closing will constitute the legal, valid and binding obligations of this Agreement General Xxxxx and such Buying Affiliates, enforceable against General Xxxxx and such Buying Affiliates in accordance with its terms, subject to the effect of bankruptcy, insolvency, reorganization, liquidation, dissolution, moratorium or other similar laws relating to or affecting the consummation rights of creditors generally and to the effect of the transactions contemplated hereby, except for application of general principles of equity (i) those set forth on Schedule 3.1, (ii) filings under the HSR Act, (iii) those that become applicable solely as a result regardless of whether considered in proceedings at law or in equity). General Xxxxx has delivered to Diageo true and correct copies of the specific regulatory status certificate of Buyer or its Affiliatesincorporation and by-laws, or (iv) those that the failure as amended to makedate, file, give or obtain would not, individually or in the aggregate, have a Material Adverse Effectof General Xxxxx.

Incorporation; Authorization; Etc. (a) Each of the Company and its Subsidiaries Buyer is a corporation duly organized, organized and validly existing and in good standing under the laws of the jurisdiction Commonwealth of its organizationVirginia. Each of Buyer (i) has the Company and its Subsidiaries has all requisite corporate power and authority to own, lease and operate own its properties and assets and to carry on its business as it is now being conducted, conducted and (ii) is in good standing and is duly qualified to transact business in each other jurisdiction in which the nature of property owned or leased by it or the conduct of its business requires it to be so qualified, except where the failure to have such power or authority, to be in good standing or to be duly qualified to transact business, business would not, individually or in the aggregate, have or reasonably be expected to have a material adverse effect on the ability of Buyer to consummate the Stock Purchase or would otherwise prevent the performance of the obligations of Buyer under this Agreement (a “Buyer Material Adverse Effect. The copies of the certificate of incorporation and by-laws (in each case, together with all amendments thereto) of the Company and each of its Subsidiaries which have been previously delivered or made available to Buyer are true, correct and complete”). (b) The Company Buyer has all the requisite corporate power and authority to execute and deliver this Agreement, Agreement and to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery by Buyer of this Agreement, the performance by Buyer of the Company's its obligations hereunder and the consummation by Buyer of the transactions contemplated hereby have been duly and validly authorized by the Board of Directors of the Company Buyer, and no other corporate proceedings or actions on the part of the CompanyBuyer, its Board of Directors or stockholders stockholder(s) are necessary therefor. This Agreement has been duly executed and delivered by Buyer. (c) The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby will not (i) violate any provision of the Buyer’s certificate of incorporation or by-laws of the Company or any of its Subsidiarieslaws, (ii) except as disclosed in Schedule 3.1 hereto, and except as provided in the Credit Agreement, violate or conflict with any provision of, or be an event that is (or with the passage of time will result in) a violation or conflict of, or result in the termination or acceleration of or entitle any party to terminate accelerate or accelerate exercise (whether after the giving of notice or lapse of time or both) any obligation or right under, or constitute a default (with or without notice or lapse of time, or both), or result in (or with notice or the passage of time would result in) the imposition of any lien Lien upon or the creation of a security interest in any shares of the Company's capital stock of Buyer or its Subsidiaries or any of its Subsidiaries' Buyer’s assets or properties pursuant to, any mortgage, lien, lease, agreement, instrument, order, arbitration award, judgment or decree to which the Company Buyer or any of its Subsidiaries is a party or by which any of them or their assets are is bound, or (iii) except as described in Section 3.1(c) hereof or as listed on Schedule 3.1 hereto, violate or conflict with any law, order, judgment, injunction, decree, ordinance, regulation or ruling other restriction of any governmental authority kind or character to which the Company Buyer or any of its Subsidiaries is subject, except for those that, in the case of clauses (ii) and or (iii) would notwould, individually or in the aggregate, reasonably be expected to have a Buyer Material Adverse Effect. This Agreement has been duly executed and delivered by the Company, and, assuming Assuming the due execution hereof of this Agreement by BuyerSeller and the Company, this Agreement constitutes the legal, valid and binding obligation obligations of the CompanyBuyer, enforceable against the Company Buyer in accordance with its terms, except for (i) the effect of any subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws relating to or affecting the creditors’ rights of creditors and remedies generally and (ii) the effect of equitable to general principles of general application. (c) No registrationsequity. At the Closing, filingsthe Escrow Agreement will be duly executed and delivered by Buyer and, applications, notices, consents, approvals, orders, qualifications, authorizations or waivers are required to be made, filed, given or obtained by assuming the Company or any of its Subsidiaries (or, by reason of facts pertaining to the Company or its Subsidiaries, on the part of Buyer) with, to or from any Persons (including governmental authorities) in connection with the due execution and delivery thereof by the other parties thereto, at the Closing the Escrow Agreement will constitute the legal, valid and binding obligations of this Agreement or the consummation Buyer, enforceable against Buyer in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally and to general principles of the transactions contemplated hereby, except for (i) those set forth on Schedule 3.1, (ii) filings under the HSR Act, (iii) those that become applicable solely as a result of the specific regulatory status of Buyer or its Affiliates, or (iv) those that the failure to make, file, give or obtain would not, individually or in the aggregate, have a Material Adverse Effectequity.

Incorporation; Authorization; Etc. (a) Each of the Company and its Subsidiaries Buyer is a corporation duly organizedincorporated, validly existing and in good standing under the laws of the jurisdiction of its organizationWashington. Each of the Company and its Subsidiaries Buyer has all requisite full corporate power and authority to own, lease and operate its properties and assets and to carry on its business as it is now being conducted, and is in good standing and is duly qualified to transact business in each jurisdiction in which the nature of property owned or leased by it or the conduct of its business requires it to be so qualified, except where the failure to have such power or authority, to be in good standing or to be duly qualified to transact business, would not, individually or in the aggregate, have a Material Adverse Effect. The copies of the certificate of incorporation and by-laws (in each case, together with all amendments thereto) of the Company and each of its Subsidiaries which have been previously delivered or made available to Buyer are true, correct and complete. (b) The Company has all requisite corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement, the performance of the CompanyBuyer's obligations hereunder and the consummation of the transactions contemplated hereby have been duly and validly authorized by the Board of Directors of the Company Buyer and no other corporate proceedings or actions on the part of the CompanyBuyer, its Board of Directors or stockholders are necessary therefor. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby will not (i) violate any provision of the certificate charter or bylaws or similar organizational instrument of incorporation or by-laws of the Company Buyer or any of its Subsidiariesaffiliates, (ii) except as disclosed in Schedule 3.1 hereto, and except as provided in the Credit Agreement, violate or conflict with any provision of, or be an event that is (or with the passage of time will result in) a violation or conflict of, or result in the termination or acceleration of or entitle any party to terminate or accelerate (whether after the giving of notice or lapse of time or both) any obligation under, or constitute a default (with or without notice or lapse of time, or both), or result in (or with notice or the passage of time would result in) the imposition of any lien upon or the creation of a security interest in any of the CompanyBuyer's or any of its Subsidiariesaffiliates' assets or properties pursuant to, any mortgage, lien, lease, agreement, instrument, order, arbitration award, judgment or decree to which the Company Buyer or any of its Subsidiaries affiliates is a party or by which Buyer or any of them or their assets are its affiliates is bound, or (iii) except as described in Section 3.1(c) hereof or as listed on Schedule 3.1 hereto, violate or conflict with any law, order, judgment, injunction, decree, ordinance, regulation or ruling other material restriction of any governmental authority kind or character to which the Company Buyer or any of its Subsidiaries affiliates is subject, except for those that, in the case of clauses (ii) and (iii) would not), would, individually or in the aggregate, reasonably be expected to (x) have a Material Adverse Effectmaterial adverse effect on the Business Condition of the Robotic Tape Business of Buyer and its subsidiaries, taken as a whole, (y) materially impair Buyer's ability to perform its obligations under this Agreement, or (z) prevent or materially delay the consummation of the Acquisition. This Agreement has been duly executed and delivered by the CompanyBuyer, and, assuming the due execution hereof by BuyerSeller, this Agreement constitutes the legal, valid and binding obligation of the CompanyBuyer, enforceable against the Company Buyer in accordance with its terms, except for (i) the effect of any applicable bankruptcy, insolvency, reorganization, moratorium and similar laws relating to or affecting the rights of creditors generally and (ii) the effect of equitable principles of general application. (c) No registrations, filings, applications, notices, consents, approvals, orders, qualifications, authorizations or waivers are required to be made, filed, given or obtained by the Company or any of its Subsidiaries (or, by reason of facts pertaining to the Company or its Subsidiaries, on the part of Buyer) with, to or from any Persons (including governmental authorities) in connection with the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby, except for (i) those set forth on Schedule 3.1, (ii) filings under the HSR Act, (iii) those that become applicable solely as a result of the specific regulatory status of Buyer or its Affiliates, or (iv) those that the failure to make, file, give or obtain would not, individually or in the aggregate, have a Material Adverse Effect.

Incorporation; Authorization; Etc. (a) Each of the The Company and its Subsidiaries is a corporation professional service corporation, duly organized, organized and validly existing and in good standing under the laws of the jurisdiction State of its organizationMaryland. Each of the Company and its Subsidiaries The Company (1) has all requisite corporate power and authority to own, lease and operate own all of its properties and assets and to carry on its business as it is now being conducted, and (2) is in good standing standing, and is duly licensed, authorized or qualified to transact business in each jurisdiction in which the nature ownership or lease of real property owned or leased by it or the conduct of its business requires it to be so qualified, qualified except where the failure to have such power or authority, to be in good standing or to be duly licensed, authorized or qualified to transact business, would notnot reasonably be expected to, individually or in the aggregate, have a Material Adverse Effect. The copies material adverse effect on the business, assets, results of operations, or financial condition (collectively, the certificate of incorporation and by-laws (in each case, together with all amendments thereto"Business Condition") of the Company. The Company and each of its Subsidiaries which have been previously has heretofore delivered or made available to Buyer are true, complete and correct and completecopies of its organizational documents as in effect on the date hereof. (b) The Company Each of the Stockholders has all requisite corporate power full power, capacity and authority to execute and deliver this Agreement, Agreement and to perform its his obligations hereunder under this Agreement. This Agreement has been duly executed and to consummate delivered by and is the transactions contemplated hereby. The legal, valid and binding obligation of each of the Stockholders and, assuming the due execution and delivery of this Agreementthereof by Buyer, the performance is enforceable against each of the Company's obligations hereunder and the consummation of the transactions contemplated hereby have been duly and validly authorized by the Board of Directors of the Company and no other corporate proceedings or actions on the part of the Company, Stockholders in accordance with its Board of Directors or stockholders are necessary therefor. terms. (c) The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by the Board of Directors of the Company, and no additional proceedings (corporate or otherwise) on the part of any of the Stockholders of the Company are necessary to authorize the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby. This Agreement has been duly executed and delivered by and, assuming the due execution and delivery thereof by Buyer, constitutes the legal, valid and binding obligation of the Company and is enforceable against the Company in accordance with its terms, subject to general principles of equity. (d) Except as set forth in Schedule 2.1(d), the execution and delivery of this Agreement by the Company and the Stockholders and the consummation by the Company and the Stockholders of the transactions contemplated by this Agreement will not (i1) violate any provision of the certificate of incorporation or by-laws or similar organizational instrument of the Company or any of its SubsidiariesCompany, (ii2) except as disclosed result in Schedule 3.1 hereto, and except as provided in the Credit Agreement, violate or conflict with a violation of any provision of, or be an event that is constitute a default (with or with the passage without notice or lapse of time will result intime) a violation or conflict ofunder, or result in the termination give rise to a right of termination, cancellation or acceleration of (or entitle any party to terminate or accelerate (whether after the giving of notice or lapse of time or both) any obligation under, or constitute a default (with or without notice or lapse of time, or both), or result in (or with notice or the passage of time would result in) the imposition of any lien upon or the creation of a security interest in any of the Company's Shares or any of its Subsidiaries' the Company's assets or properties pursuant to, any note, bond, debt instrument, mortgage, indenture, lien, lease, agreement, agreement or other instrument, orderor any judgment, arbitration awardinjunction, judgment order or decree to which the Company or any of its Subsidiaries the Stockholders is a party or by which any of them or their assets are is bound, or (iii3) except as described in Section 3.1(c) hereof or as listed on Schedule 3.1 hereto, violate or conflict with any United States (federal, state or local) or foreign (federal, provincial or local) law, statute, ordinance, rule or regulation ("Law") or any order, writ, injunction, judgment, injunctionaward, decree, ordinance, regulation stipulation or ruling of decree rendered by any governmental authority Governmental Authority (as defined herein) ("Order") applicable to which the Company or any of its Subsidiaries is subjecttheir material respective properties or assets or any of the Stockholders, except for those thatviolations or conflicts, in the case of clauses (ii) and (iii) if any, that would notnot reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect. This Agreement has been duly executed and delivered by material adverse effect on the Company, and, assuming the due execution hereof by Buyer, this Agreement constitutes the legal, valid and binding obligation Business Condition of the Company, enforceable against the Company in accordance with its terms, except for (i4) the effect of any applicable bankruptcy, insolvency, reorganization, moratorium and similar laws relating to or affecting trigger the rights of creditors generally the Company under any shareholder rights plan or similar arrangement or (5) restrict any business combination between the Buyer or any of its subsidiaries and (ii) the effect of equitable principles of general applicationCompany. (ce) No registrationsconsent, filingsapproval, applicationsorder or authorization of, noticesor registration, consentsdeclaration or filing with (1) any Governmental Authority or (2) any individual, approvals, orders, qualifications, authorizations corporation or waivers are other entity (including any holder of the Company's securities) is required by or with respect to be made, filed, given or obtained by the Company or any of its Subsidiaries (or, by reason of facts pertaining to the Company or its Subsidiaries, on the part of Buyer) with, to or from any Persons (including governmental authorities) Stockholder in connection with the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby, except for (iA) satisfaction of all information and waiting period requirements of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvement Act of 1976 and any regulations promulgated thereunder (the "HSR Act"), if any, (B) such consents, approvals, orders, authorizations, registrations, declarations and filings as may be required under federal securities laws , applicable state "blue sky" laws, and the securities laws of any foreign country, (C) those set forth on in the Schedule 3.12.1(e), and (iiD) filings under the HSR Actsuch other consents, (iii) those that become applicable solely as a result of the specific regulatory status of Buyer authorizations, filings, approvals and registrations which, if not obtained or its Affiliatesmade, or (iv) those that the failure to make, file, give or obtain would notnot be reasonably likely, individually or in the aggregate, to have a Material Adverse Effectmaterial adverse effect on the Business Condition of the Company.

Incorporation; Authorization; Etc. (a) Each of the Company and its Subsidiaries Purchaser is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its organizationDelaware. Each of the Company and its Subsidiaries Purchaser has all requisite corporate power and authority to own, lease lease, and operate its properties and assets and to carry on its business as it is now being conducted, and . Purchaser is not in good standing and is duly qualified to transact business default under or in each jurisdiction in which the nature violation of property owned or leased by it or the conduct any provision of its business requires it to be so qualified, except where the failure to have such power or authority, to be in good standing or to be duly qualified to transact business, would not, individually or in the aggregate, have a Material Adverse Effect. The copies of the certificate of incorporation and by-laws (in each case, together with all amendments thereto) of the Company and each of its Subsidiaries which have been previously delivered or made available to Buyer are true, correct and completeorganizational documents. (b) The Company Purchaser has all requisite corporate power and authority to execute and deliver this Agreementthe Transaction Agreements to which it is a party, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated herebyhereby and thereby. The execution and delivery of this Agreementthe Transaction Agreements to which Purchaser is a party, the performance of the Company's Purchaser’s obligations hereunder and thereunder and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized by the Board of Directors of the Company Purchaser and no other corporate proceedings proceeding or actions action on the part of Purchaser, the Company, its Board of Directors of Purchaser or the stockholders of Purchaser are necessary therefor. The Transaction Agreements to which Purchaser is a party have been duly executed and delivered by Purchaser and (assuming due execution by the other parties thereto) constitute the legal, valid and binding obligation of Purchaser, enforceable against Purchaser in accordance with their terms. (c) The execution, delivery and performance of this Agreement the Transaction Agreements do not, and the consummation of the transactions contemplated hereby and thereby will not (i) violate any provision of the certificate of incorporation or by-laws of the Company or any of its Subsidiariesnot, (ii) except as disclosed in Schedule 3.1 hereto, and except as provided in the Credit Agreement, violate or conflict with any provision of, or be an event that is (or with the passage of time will result in) a violation or conflict ofwith, or result in the termination imposition of an Encumbrance upon, or acceleration result in any breach or violation of or entitle any party to terminate or accelerate (whether after the giving of notice or lapse of time or both) any obligation under, or constitute a default under (with or without notice or lapse of time, or both), or result give rise to any right of termination, cancellation, modification or acceleration, or any obligation or loss of ay benefit under or in respect of (or with notice or the passage of time would result ini) the imposition of any lien upon or the creation of a security interest in any provision of the Company's or organizational documents of Purchaser, (ii) any of its Subsidiaries' assets or properties pursuant to, any mortgage, lien, lease, agreement, instrument, order, arbitration award, judgment or decree Contract to which the Company or any of its Subsidiaries Purchaser is a party or by to which any of them its properties or their assets are bound, bound or (iii) except as described in Section 3.1(c) hereof any Law or as listed on Schedule 3.1 hereto, violate or conflict with any law, order, judgment, injunction, decree, ordinance, regulation or ruling of any governmental authority Order to which the Company or any of its Subsidiaries Purchaser is subject, except for those that, in the case of clauses (ii) and (iii) would not, individually or in the aggregate, have a Material Adverse Effect. This Agreement has been duly executed and delivered by the Company, and, assuming the due execution hereof by Buyer, this Agreement constitutes the legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except for (i) the effect of any applicable bankruptcy, insolvency, reorganization, moratorium and similar laws relating to or affecting the rights of creditors generally and (ii) the effect of equitable principles of general application. (cd) No registrations, filings, applications, notices, consents, approvals, orders, qualifications, authorizations qualifications or waivers are required to be made, filed, given or obtained by the Company or any of its Subsidiaries (or, by reason of facts pertaining to the Company or its Subsidiaries, on the part of Buyer) Purchaser with, to or from any Persons (Person, including governmental authorities) any Governmental Authority, in connection with the execution and delivery of this Agreement the Transaction Agreements or the consummation of the transactions contemplated hereby, except for (i) those set forth on Schedule 3.1, (ii) filings under the HSR Act, (iii) those that become applicable solely as a result of the specific regulatory status of Buyer or its Affiliates, or (iv) those that the failure to make, file, give or obtain would not, individually or in the aggregate, have a Material Adverse Effecthereby and thereby.

Incorporation; Authorization; Etc. (a) Each of the Company and its Subsidiaries Seller is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction State of its organization. Each of the Company and its Subsidiaries has all requisite corporate power and authority to own, lease and operate its properties and assets and to carry on its business as it is now being conducted, and is in good standing Delaware and is duly qualified to transact business in each jurisdiction in which the nature of property owned or leased by it on behalf of Seller or the conduct of its business Seller requires it to be so qualified, except where the failure to have such power be in good standing or authorityto be duly qualified to transact business would not, individually or in the aggregate, adversely affect the Business in any material respect. The UK Subsidiary is a limited company duly organized, validly existing and in good standing under the laws of England and Wales and is duly qualified to transact business in each jurisdiction in which the nature of property owned or leased on behalf of UK Seller or the conduct of the UK Subsidiary requires it to be so qualified, except where the failure to be in good standing or to be duly qualified to transact business, business would not, individually or in the aggregate, have a Material Adverse Effect. The copies of adversely affect the certificate of incorporation and by-laws (Business in each case, together with all amendments thereto) of the Company and each of its Subsidiaries which have been previously delivered or made available to Buyer are true, correct and completeany material respect. (b) The Company Seller and the UK Subsidiary has all requisite corporate power and authority to own the assets related to the Business, to carry on the Business as it is now being conducted, to execute and deliver this Agreement, to perform its obligations hereunder Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement, the performance of the Company's obligations hereunder Agreement and the consummation of the transactions contemplated hereby have been will be duly and validly authorized by the Board of Directors of the Company all necessary corporate and no other corporate proceedings or actions shareholder action on the part of Seller in advance of the Company, its Board of Directors or stockholders are necessary thereforClosing Date. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby will not (i) violate any provision of Seller’s or the UK Subsidiary’s certificate of incorporation incorporation, bylaws or by-laws other organizational documents, as applicable. This Agreement has been duly executed and delivered by Seller, and, assuming the due execution hereof by Buyer, this Agreement constitutes the legal, valid and binding obligation of Seller, enforceable against Seller in accordance with its terms. (c) The execution, delivery and performance of this Agreement and the consummation of the Company or any of its Subsidiaries, (ii) transactions contemplated hereby will not except as disclosed in Schedule 3.1 hereto3.1(c), and except as provided in the Credit Agreement, (i) violate or conflict with any provision of, or be an event that is (or with the passage of time will result in) a violation or conflict of, or result in the termination or acceleration of or entitle any party Person to terminate or accelerate (whether after the giving of notice or lapse of time or both) any material obligation under, or constitute a default (with or without notice or lapse of time, or both)entitle any Person to terminate any Contract related to the Business, or result in (or with notice or the passage of time would result in) the imposition of any lien Lien upon or the creation of a security interest in any of the Company's Acquired Assets, (ii) require the consent of any third party or any increase in any payment or change in any term provided for under any Contract related to the Business involving annual payments in excess of its Subsidiaries' assets or properties pursuant to$30,000 in order to effect an assignment of such Contract, any mortgage, lien, lease, agreement, instrument, order, arbitration award, judgment or decree where the failure to which the Company or any of its Subsidiaries is so obtain consent to such assignment would be reasonably likely to result in a party or by which any of them or their assets are boundMaterial Adverse Effect, or (iii) except as described in Section 3.1(c) hereof or as listed on Schedule 3.1 hereto, violate or conflict with any law, order, judgment, injunction, decree, ordinance, regulation or ruling other material restriction of any governmental authority kind or character to which Seller or the Company or any of its Subsidiaries UK Subsidiary is subject, except for those that, in the case of clauses (ii) and (iii) would not, individually or in the aggregate, have a Material Adverse Effect. This Agreement has been duly executed and delivered by the Company, and, assuming the due execution hereof by Buyer, this Agreement constitutes the legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except for (i) the effect of any applicable bankruptcy, insolvency, reorganization, moratorium and similar laws relating to or affecting the rights of creditors generally and (ii) the effect of equitable principles of general application. (cd) No registrationsExcept as otherwise expressly set out in this Agreement, filingsat the Closing, applicationsSeller and the UK Subsidiary will deliver to Buyer and UK Buyer good and exclusive title to the Acquired Assets free and clear of all Liens, noticesexcept Permitted Liens. (e) To Seller’s knowledge, consentsthere is no contract, approvals, orders, qualifications, authorizations or waivers are required to be made, filed, given or obtained by the Company option or any other right of its Subsidiaries (ora third party binding upon Seller or the UK Subsidiary or which at any time in the future may become binding upon Seller or the UK Subsidiary, by reason to sell, transfer, assign, pledge, charge, mortgage or in any other way dispose of facts pertaining or encumber any of the Assets, other than pursuant to the Company or its Subsidiaries, on the part of Buyer) with, to or from any Persons (including governmental authorities) in connection with the execution and delivery provisions of this Agreement or the consummation of the transactions contemplated hereby, except for (i) those set forth on Schedule 3.1, (ii) filings under the HSR Act, (iii) those that become applicable solely as a result of the specific regulatory status of Buyer or its Affiliates, or (iv) those that the failure to make, file, give or obtain would not, individually or in the aggregate, have a Material Adverse EffectAgreement.

Incorporation; Authorization; Etc. (a) Each of the Company and its Subsidiaries Buyer is a corporation duly organizedincorporated, validly existing and in good standing under the laws of the jurisdiction of its organizationDelaware. Each of the Company and its Subsidiaries Buyer has all requisite full corporate power and authority to own, lease and operate its properties and assets and to carry on its business as it is now being conducted, and is in good standing and is duly qualified to transact business in each jurisdiction in which the nature of property owned or leased by it or the conduct of its business requires it to be so qualified, except where the failure to have such power or authority, to be in good standing or to be duly qualified to transact business, would not, individually or in the aggregate, have a Material Adverse Effect. The copies of the certificate of incorporation and by-laws (in each case, together with all amendments thereto) of the Company and each of its Subsidiaries which have been previously delivered or made available to Buyer are true, correct and complete. (b) The Company has all requisite corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement, the performance of the CompanyBuyer's obligations hereunder and the consummation of the transactions contemplated hereby have been duly and validly authorized by the Board of Directors of the Company Buyer and no other corporate proceedings or actions on the part of the CompanyBuyer, its Board of Directors or stockholders are necessary therefor. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby will not (ia) violate any provision of the certificate of incorporation charter or by-laws or similar organizational instrument of the Company Buyer or any of its SubsidiariesAffiliates, (iib) except as disclosed in Schedule 3.1 hereto, and except as provided in the Credit Agreement, violate or conflict with any provision of, or be an event that is (or with the passage of time will result in) a violation or conflict of, or result in the termination or acceleration of or entitle any party to terminate or accelerate (whether after the giving of notice or lapse of time or both) any obligation under, or constitute a default (with or without notice or lapse of time, or both), or result in (or with notice or the passage of time would result in) the imposition of any lien Lien upon or the creation of a security interest in any of the CompanyBuyer's or any of its SubsidiariesAffiliates' assets or properties pursuant to, any mortgage, lienLien, lease, agreement, instrument, order, arbitration award, judgment or decree to which the Company Buyer or any of its Subsidiaries Affiliates is a party or by which Buyer or any of them or their assets are its Affiliates is bound, or (iiic) except as described in Section 3.1(c) hereof or as listed on Schedule 3.1 hereto, violate or conflict with any law, order, judgment, injunction, decree, ordinance, regulation or ruling other material restriction of any governmental authority kind or character to which the Company Buyer or any of its Subsidiaries Affiliates is subject, except for those that, in the case of clauses (iib) and (iii) would notc), would, individually or in the aggregate, have a Material Adverse Effectmaterial adverse effect on the Business Condition of Buyer or of Buyer and its subsidiaries, taken as a whole, or would prevent the Stock Purchase. This Agreement has been duly executed and delivered by the CompanyBuyer, and, assuming the due execution hereof by BuyerSeller, this Agreement constitutes the legal, valid and binding obligation of the CompanyBuyer, enforceable against the Company Buyer in accordance with its terms, except for (i) subject to the effect of any applicable bankruptcy, insolvency, reorganization,liquidation, dissolution, moratorium and or other similar laws relating to or affecting the rights of creditors generally and (ii) to the effect of equitable the application of general principles of general application. equity (c) No registrations, filings, applications, notices, consents, approvals, orders, qualifications, authorizations or waivers are required to be made, filed, given or obtained by the Company or any regardless of its Subsidiaries (or, by reason of facts pertaining to the Company or its Subsidiaries, on the part of Buyer) with, to or from any Persons (including governmental authorities) whether considered in connection with the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby, except for (i) those set forth on Schedule 3.1, (ii) filings under the HSR Act, (iii) those that become applicable solely as a result of the specific regulatory status of Buyer or its Affiliates, or (iv) those that the failure to make, file, give or obtain would not, individually proceedings at law or in the aggregate, have a Material Adverse Effectequity).

Incorporation; Authorization; Etc. (a) Each of the Company and its Subsidiaries The Seller is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization. Each of the Company and its Subsidiaries has all requisite corporate power and authority to own, lease and operate its properties and assets and to carry on its business as it is now being conducted, and is in good standing organization and is duly qualified to transact business in each jurisdiction in which the nature of property owned or leased by it on behalf of the Seller or the conduct of its business the Seller requires it to be so qualified, except where the failure to lack of such qualification would not have such power an adverse effect on the Acquired Assets or authority, to be in good standing or to be duly qualified to transact business, would not, individually or in a material adverse effect on the aggregate, have a Material Adverse Effect. The copies of the certificate of incorporation and by-laws (in each case, together with all amendments thereto) of the Company and each of its Subsidiaries which have been previously delivered or made available to Buyer are true, correct and completeBusiness. (b1) The Company Seller has all requisite corporate power and authority to own the properties and assets employed by Seller, including the Acquired Assets, to execute and deliver this Agreementthe Transactional Documents, to perform its obligations hereunder and thereunder, and to consummate the transactions contemplated herebyhereby and thereby. The execution and delivery of this Agreementthe Transactional Documents, the performance of the Company's Seller’s obligations hereunder and thereunder, and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate proceedings on the part of Seller and its Board of Directors of (or similar body under the Company loans if its jurisdiction) and no other corporate proceedings or actions on the part of the CompanySeller, its Board of Directors or stockholders are necessary therefortherefore. The execution, delivery delivery, and performance of this Agreement the Transactional Documents and the consummation of the transactions contemplated hereby and thereby will not (i) violate any provision of the Seller’s or its Affiliate’s certificate of incorporation or by-laws of the Company bylaws (or any of its Subsidiariessimilar governing instruments with different names), (ii) except as disclosed in Schedule 3.1 hereto, and except as provided in the Credit Agreement, violate or conflict with any provision of, or be an event that is (or with the passage of time or giving of notice will result in) a violation or conflict of, or result in the termination or acceleration of or entitle any party Person to terminate or accelerate (whether after the giving of notice or lapse of time or both) any obligation under, or constitute a default (with or without notice or lapse of time, or both), or result in (or with notice or the passage of time would result in) the imposition of any lien Lien upon or the creation of a security interest in any of the Company's Acquired Assets pursuant to, any Contract or Order to which Seller or any of its Subsidiaries' assets or properties pursuant to, any mortgage, lien, lease, agreement, instrument, order, arbitration award, judgment or decree to which the Company or any of its Subsidiaries Affiliates is a party or by which any of them or their assets are it is bound, or (iii) except as described in Section 3.1(c) hereof or as listed on Schedule 3.1 hereto, violate or conflict with any law, order, judgment, injunction, decree, ordinance, regulation or ruling other material restriction of any governmental authority kind or character to which the Company Seller or any of its Subsidiaries Affiliates is subject, except for those that, in the case of clauses or (iiiv) and (iii) would not, individually or in the aggregate, have a Material Adverse Effectviolate any Law applicable to Seller. This Agreement has been and the other Transactional Documents to be executed by Seller as of the Closing Date will be, duly executed and delivered by the Company, and, assuming the due execution hereof by Buyer, this Agreement constitutes Seller and will constitute the legal, valid valid, and binding obligation obligations of the CompanySeller, enforceable against the Company Seller in accordance with its their terms, except for (i) to the effect of any applicable extent enforceability may be subject to bankruptcy, insolvency, reorganization, moratorium reorganization and similar laws of relating to or affecting creditors’ rights generally, and except to the extent applicable laws may limit the enforceability of the Non-Compete Agreement. (2) Each Representing Shareholder represents and warrants to Buyer that this Agreement has been, and the other Transactional Documents to be executed by such Representing Shareholder as of the Closing Date, will be, duly executed and delivered by each Representing Shareholder and will constitute the legal, valid, and binding obligations of such Representing Shareholder, enforceable against such Representing Shareholder in accordance with their terms, except to the extent enforceability may be subject to bankruptcy, insolvency, reorganization and similar laws of relating to or affecting creditors’ rights generally, and except to the extent applicable laws may limit the enforceability of creditors generally and (ii) the effect of equitable principles of general applicationnon-compete provisions in the Consulting Agreements. (c) Seller’s Affiliates. Attached hereto as Schedule 3.2(c) is a list of all Affiliates of the Seller. (d) Shareholders. Attached hereto as Schedule 3.2(d) is a list of all shareholders of Seller. (e) Employees with Access to the Source Code of the Software. Attached hereto as Schedule 3.2(e) is a list of all employees of the Seller who have ever been granted any access to, designed, developed, compiled, de-compiled, copied, modified, or otherwise engineered in any manner whatsoever the source code of the Software or any component, string or module thereof. All such employees have signed proprietary rights and inventions agreements pursuant to which such employees are legally obligated to maintain, in strict confidence the Software and pursuant to which such employees have assigned any and all right, title and interest (including any and all moral rights) of their work product directly or indirectly related to the Software to DVE (as defined in Section 3.3). DVE, in turn, has properly and lawfully assigned to Seller all of its right, title, and interest in and to the Software and all additional works of its employees that are directly or indirectly related to the Software. No registrationsPerson, filingsother than the employees identified on Schedule 3.2(e) and the Representing Shareholders, applicationshas ever been granted access to, noticesdesigned, consentsdeveloped, approvalscompiled, ordersde-compiled, qualificationscopied, authorizations modified, or waivers are required to be madeotherwise engineered in any manner whatsoever the source code of the Software or any component, filedstring or module thereof. At and after the Closing, given or obtained by no Person, including without limitation, the Company Seller, any Affiliate of the Seller, the Representing Shareholders, or any of its Subsidiaries (orthe employees identified on Schedule 3.2(e), by reason will retain any copy or derivative of facts pertaining the source code to the Company Software, or its Subsidiariesany component, on the part of Buyer) with, to string or from any Persons (including governmental authorities) in connection with the execution and delivery of this Agreement or the consummation of the transactions contemplated herebymodule thereof, except for (i) those set forth on Schedule 3.1the Buyer, (ii) filings under the HSR Actwho shall, (iii) those that become applicable solely as a result of the specific regulatory status Closing, take the sole and exclusive possession, ownership and control of Buyer or its Affiliates, or (iv) those that the failure to make, file, give or obtain would not, individually or in the aggregate, have a Material Adverse Effectsame.

Incorporation; Authorization; Etc. (a) Each of the Company Companies and its Subsidiaries each Subsidiary is a corporation or other entity (as listed on Schedule 3.1(a)) duly organized, validly existing and and, to the extent applicable, in good standing under the laws of the jurisdiction of its organizationincorporation. Each of the Company Companies and its Subsidiaries each Subsidiary has all requisite full corporate or other power and authority to own, lease and operate own its properties and assets and to carry on its business as it is now being conducted, conducted and is in good standing and is duly qualified to transact business in each jurisdiction in which the nature of the property owned or leased by it or the conduct of its business requires it to be so qualified, except where the failure to have such power or authority, to be in good standing or to be duly qualified to transact business, would not, individually or in the aggregate, would not have a Material Adverse Effect. The copies material adverse effect on the business, assets, liabilities, prospects, financial condition or results of operations of the certificate Business (the "Business Condition"). For purposes of incorporation and by-laws (this Agreement, a material adverse effect on the Business Condition shall not include any change resulting from general economic conditions. Each jurisdiction in each case, together with all amendments thereto) which any of the Company and each of its Companies or the Subsidiaries which have been previously delivered or made available is qualified to Buyer are true, correct and completedo business is set forth in Schedule 3.1(a). (b) The Company Each of the Sellers which is a trust is duly formed, validly existing and in good standing under the laws of the state of its formation and has all requisite corporate full power and authority to execute own the Shares and deliver to sell the Shares to Buyer pursuant to this Agreement. (c) Each of the Sellers which is a natural person has all power and authority to enter into this Agreement and each other agreement contemplated hereby (the "Related Agreements") to which it is a party, to perform its respective obligations hereunder and thereunder, and to consummate the transactions contemplated herebyhereby and thereby. Each of the Sellers which is a trust has full power to execute and deliver this Agreement and the Related Agreements to which it is a party, to perform its respective obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this AgreementAgreement and the Related Agreements, the performance of the Company's their obligations hereunder and thereunder and the consummation of the transactions contemplated hereby and thereby by the Sellers have been duly and validly authorized with respect to those Sellers which are trusts, by the Board of Directors of the Company and no other corporate all necessary proceedings or actions on the part of the Companytrustees of such Seller and, if required, the beneficiaries thereof. This Agreement and each of the Related Agreements to which any Seller is a party have been duly executed and delivered by each of the Sellers party thereto and, assuming the due execution hereof and thereof by Buyer and any other parties thereto, constitute the legal, valid and binding obligations of each of the Sellers party thereto, each enforceable against such Seller in accordance with its Board of Directors or stockholders are necessary therefor. respective terms. (d) The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby Related Agreements by each Seller will not (i) violate or conflict with any provision of the certificate of incorporation or by-laws of the Company or any other organizational or governing instrument or trust agreement of its any Seller, the Companies or the Subsidiaries, (ii) except as disclosed in Schedule 3.1 hereto3.1(d), and except as provided in the Credit Agreementconflict with, violate or conflict with constitute a default under any provision of, or be an event that is (or with the giving of notice or passage of time or both will result in) a violation of or conflict ofdefault under, or result in the termination or acceleration of or entitle any party to terminate or accelerate (whether after the giving of notice or lapse of time or both) any obligation or right under, or constitute a default (with or without notice or lapse of time, or both), or result in (or with notice or the passage of time would result in) the imposition of any lien Lien upon or the creation of a security interest in any of the Shares or any of the assets or properties of any of the Companies or of any of the Subsidiaries pursuant to, or require a consent or create a penalty or increase any Company's or any of its Subsidiaries' assets Subsidiary's payment or properties pursuant toperformance obligations under, any mortgage, lien, lease, agreement, instrumentLien, order, arbitration award, judgment judgment, decree or decree any contract, agreement, license or permit, to which the any Seller, Company or any of its Subsidiaries Subsidiary is a party or by which any of them or any of their assets are property is bound, or (iii) except as described disclosed in Section 3.1(c) hereof or as listed on Schedule 3.1 hereto3.1(d), violate or conflict with with, or result in the imposition of any Lien (other than Liens arising from any actions taken or arrangements made by Buyer and restrictions on transferability of the Shares under applicable securities laws) upon any of the Shares or any of the assets or properties of any Company or any Subsidiary pursuant to, any provision of law, orderregulation, judgmentrule, writ, injunction, decree, ordinancestatute, regulation order, judgment or ruling of any governmental federal, state, local, foreign, supernational or supranational court or tribunal (including any court or tribunal dealing with labor matters), governmental, regulatory or administrative agency, department, bureau, authority or commission or public or private arbitral panel or arbitrator ("Governmental Authority") or any other material restriction of any kind or character to which the any Seller, Company or Subsidiary is subject or by which any of them or any of its Subsidiaries their property is subjectbound, except for those that, in the case of clauses (ii) and (iii) would not), would, individually or in the aggregate, have a Material Adverse Effect. This Agreement has been duly executed and delivered by material adverse effect on the Company, and, assuming the due execution hereof by Buyer, this Agreement constitutes the legal, valid and binding obligation Business Condition or prevent any of the Company, enforceable against Stock Purchases or otherwise impair the Company in accordance with its terms, except for (i) performance of the effect other obligations of any applicable bankruptcy, insolvency, reorganization, moratorium and similar laws relating to or affecting the rights of creditors generally and (ii) the effect of equitable principles of general application. (c) No registrations, filings, applications, notices, consents, approvals, orders, qualifications, authorizations or waivers are required to be made, filed, given or obtained by the Company or any of its Subsidiaries (or, by reason of facts pertaining to the Company or its Subsidiaries, on the part of Buyer) with, to or from any Persons (including governmental authorities) in connection with the execution and delivery of Sellers under this Agreement or the Related Agreements. (e) Upon consummation of the transactions Stock Purchases at the Closing, as contemplated herebyby this Agreement, the Stockholders will deliver to Buyer good title to the Shares free and clear of any Liens (except for (i) those set forth imposed by any action taken or arrangement made by Buyer and restrictions on Schedule 3.1, (ii) filings under the HSR Act, (iii) those that become applicable solely as a result transferability of the specific regulatory status Shares under applicable securities laws). (f) The Sellers have delivered or caused to be delivered to Buyer complete and correct copies of the trust instruments establishing and governing each Seller which is a trust, the organizational instruments of each Seller and each Company or Subsidiary which is neither a corporation, a trust nor an individual, the certificates of incorporation and by-laws (or similar instruments) of each Company or Subsidiary which is a corporation, and has made available to Buyer or its Affiliates, or (iv) those that the failure corporate minute books and other books and records of the Companies and the Subsidiaries requested by Buyer. The minutes of the Companies and the Subsidiaries and the books and records delivered to make, file, give or obtain would not, individually or Buyer are true and correct in the aggregate, have a Material Adverse Effectall material respects.