Common use of No Violations Clause in Contracts

No Violations. Neither METALS nor NEWCO is in violation of any METALS Charter Document. None of METALS, NEWCO, or, to the knowledge of METALS and NEWCO, any other party thereto, is in default under any lease, instrument, agreement, license, or permit to which METALS or NEWCO is a party, or by which METALS or NEWCO, or any of their respective properties, are bound (collectively, the "METALS Documents"); and (a) the rights and benefits of METALS and NEWCO under the METALS Documents will not be adversely affected by the transactions contemplated hereby and (b) the execution and delivery of this Agreement by METALS and NEWCO and the performance of their obligations hereunder do not, and the consummation of the transactions contemplated hereby and compliance with the terms hereof will not, conflict with, or result in any violation or default (with or without notice or lapse of time, or both), under or give rise to a right of termination, cancellation, or acceleration of any obligation or to loss of a material benefit under, or result in the creation of any lien upon any of the assets of METALS or any NEWCO under, any provision of (i) the Certificate of Incorporation or Bylaws of METALS or the comparable governing instruments of any NEWCO, (ii) any note, bond, mortgage, indenture or deed of trust or any license, lease, contract, commitment, agreement or arrangement to which METALS and any NEWCO is a party or by which any of their respective properties or assets are bound or (iii) any judgment, order, decree or law, ordinance, rule or regulation, applicable to METALS or any NEWCO or their respective properties or assets. The execution of this Agreement and the performance of the obligations hereunder and the consummation of the transactions contemplated hereby will not result in any material violation or breach or constitute a default under, any of the terms or provisions of the METALS Documents or the METALS Charter Documents. Except as set forth on Schedule 6.9, none of the METALS Documents requires notice to, or the consent or approval of, any governmental agency or other third party with respect to any of the transactions contemplated hereby in order to remain in full force and effect and consummation of the transactions contemplated hereby will not give rise to any right to termination, cancellation or acceleration or loss of any right or benefit.

No Violations. (a) Neither METALS Pentacon nor NEWCO Newco is in violation of any METALS Pentacon Charter Document. None of METALSPentacon, NEWCONewco, or, to the knowledge of METALS Pentacon and NEWCONewco, any other party thereto, is in default under any lease, instrument, agreement, license, or permit to which METALS Pentacon or NEWCO Newco is a party, or by which METALS Pentacon or NEWCONewco, or any of their respective properties, are bound (collectively, the "METALS Pentacon Documents"); and and (a) the rights and benefits of METALS Pentacon and NEWCO Newco under the METALS Pentacon Documents will not be adversely affected by the transactions contemplated hereby and (b) the execution and delivery of this Agreement and the Other Agreements by METALS Pentacon and NEWCO Newco and the performance of their obligations hereunder and thereunder do not, and the consummation of the transactions contemplated hereby and thereby and compliance with the terms hereof and thereof will not, conflict with, or result in any violation or default (with or without notice or lapse of time, or both), under or give rise to a right of termination, cancellation, or acceleration of any obligation or to loss of a material benefit under, or result in the creation of any lien upon any of the assets of METALS Pentacon or any NEWCO Newco under, any provision of (i) the Certificate of Incorporation or Bylaws of METALS Pentacon Charter Documents or the comparable governing instruments of any NEWCONewco, (ii) any note, bond, mortgage, indenture or deed of trust or any license, lease, contract, commitment, agreement or arrangement to which METALS and any NEWCO Pentacon or Newco is a party or by which any of their respective properties or assets are bound or (iii) any judgment, order, decree or law, ordinance, rule or regulation, applicable to METALS Pentacon or any NEWCO Newco or their respective properties or assets. The execution of this Agreement and the performance of the obligations hereunder and the consummation of the transactions contemplated hereby will not result in any material violation or breach or constitute a default under, any of the terms or provisions of the METALS Documents or the METALS Charter Documents. . (b) Except as set forth on Schedule 6.96.9 or in Section 6.9(c), none of the METALS Pentacon Documents requires notice to, or the consent or approval of, any governmental agency or other third party with respect to any of the transactions contemplated hereby in order to remain in full force and effect and consummation of the transactions contemplated hereby will not give rise to any right to termination, cancellation or acceleration or loss of any right or benefit. (c) Except (i) for the filings by Pentacon in connection with the IPO of the Registration Statement, (ii) for the declaration of the effectiveness thereof by the SEC and filings with various state blue sky authorities, (iii) filings with blue sky authorities in connection with the transactions contemplated by this Agreement, (iv) for the making of the merger filings with the Secretary of State of the State of Delaware and the State of Incorporation in connection with the Merger, (v) for filings in consideration for listing on the NASDAQ National Market System or the New York Stock Exchange or other nationally recognized securities exchange; and (vi) for possible filings under the Hart-Scott-Rodino Act as contemplated in Section 7.13, Purchaser is nxx xxxxxxxx xxxx any declaration, filing or registration with, or notice to, or obtain any authorization, consent or approval of, any governmental or regulatory body or authority is necessary for the execution and delivery of this Agreement by NEWCO or Pentacon or the consummation by the Newco and Pentacon of the transactions contemplated hereby.

No Violations. Neither METALS nor NEWCO is in violation of any METALS Charter Document. None of METALS, NEWCO, or, to the knowledge of METALS and NEWCO, any other party thereto, is in default under any lease, instrument, agreement, license, or permit to which METALS or NEWCO is a party, or by which METALS or NEWCO, or any of their respective properties, are bound (collectively, the "METALS Documents"); and (a) the rights and benefits of METALS and NEWCO under the METALS Documents will not be adversely affected by the transactions contemplated hereby and (b) the execution and delivery of this Agreement by METALS and NEWCO and the performance of their obligations hereunder do not, and Target nor the consummation of the transactions contemplated hereby and Arrangement by Target nor compliance by Target with any of the terms provisions hereof will notwill: (1) violate, conflict with, or result in a breach of any violation provision of, require any consent, approval or notice under, or constitute a default (or an event which, with or without notice or lapse of time, time or both, would constitute a default), under or give rise result in granting to a third party a right to reduce rentals, fees or other payments to Target or one of termination, cancellation, or acceleration of any obligation or to loss of a material benefit underits subsidiaries, or result in granting to a third party a right of first refusal, first opportunity, or other right or option to acquire properties or assets of Target or one of its subsidiaries, or grant to a third party a right to force Target or one of its subsidiaries to purchase one or more assets, or result in a right of termination or acceleration under, or the creation of any lien upon Lien upon, any of the properties or assets of METALS Target or any NEWCO underof its subsidiaries or cause any Indebtedness of Target or any of its subsidiaries to come due before its stated maturity or cause any credit commitment to cease to be available or cause any payment or other obligation to be imposed on Target or any of its subsidiaries under any of the terms, any provision conditions or provisions of (iA) the Certificate of Incorporation their respective charters or Bylaws of METALS by-laws or the other comparable governing instruments of any NEWCO, organizational documents or (iiB) any note, bond, mortgage, indenture or indenture, loan agreement, deed of trust trust, Lien, or other Contract to which Target or any license, lease, contract, commitment, agreement or arrangement to which METALS and any NEWCO of its subsidiaries is a party or by to which any of them, or any of their respective properties or assets are bound assets, may be subject or by which Target or any of its subsidiaries is bound; or (iii2) subject to obtaining the Regulatory Approvals and the Required Vote and except for complying with applicable corporate, securities, competition and antitrust Laws, (x) violate any judgment, order, decree or law, ordinance, rule or regulation, Law applicable to METALS Target or any NEWCO of its subsidiaries or any of their respective properties or assets. The execution ; or (y) cause the suspension or revocation of this Agreement any Permit currently in effect (except, in the case of each of clauses (l)(B) and the performance (2) above, for such violations, conflicts, breaches, defaults, terminations, accelerations or creations of the obligations hereunder and the consummation of the transactions contemplated hereby will not result in any material violation or breach or constitute a default under, any of the terms or provisions of the METALS Documents or the METALS Charter Documents. Except as set forth on Schedule 6.9, none of the METALS Documents requires notice toLiens which, or the consent any consents, approvals or approval ofnotices which if not given or received, any governmental agency or other third party with respect would not reasonably be expected to any of the transactions contemplated hereby in order to remain in full force and effect and consummation of the transactions contemplated hereby will not give rise to any right to termination, cancellation or acceleration or loss of any right or benefithave a Material Adverse Effect on Target).

No Violations. Neither METALS Home nor NEWCO Newco is in violation of any METALS Home Charter Document. None of METALSHome, NEWCONewco, or, to the knowledge of METALS Home and NEWCONewco, any other party thereto, is in default under any lease, instrument, agreement, license, or permit to which METALS Home or NEWCO Newco is a party, or by which METALS Home or NEWCONewco, or any of their respective properties, are bound (collectively, the "METALS Home Documents"); and (a) the rights and benefits of METALS Home and NEWCO Newco under the METALS Home Documents will not be adversely affected by the transactions contemplated hereby and (b) the execution and delivery of this Agreement by METALS Home and NEWCO Newco and the performance of their obligations hereunder do not, and the consummation of the transactions contemplated hereby and compliance with the terms hereof will not, conflict with, or result in any violation or default (with or without notice or lapse of time, or both), under or give rise to a right of termination, cancellation, or acceleration of any obligation or to loss of a material benefit under, or result in the creation of any lien upon any of the assets of METALS Home or any NEWCO Newco under, any provision of (i) the Certificate of Incorporation or Bylaws of METALS Home or the comparable governing instruments of any NEWCONewco, (ii) any note, bond, mortgage, indenture or deed of trust or any license, lease, contract, commitment, agreement or arrangement to which METALS Home and any NEWCO Newco is a party or by which any of their respective properties or assets are bound or (iii) any judgment, order, decree or law, ordinance, rule or regulation, applicable to METALS Home or any NEWCO Newco or their respective properties or assets. The execution of this Agreement and the performance of the obligations hereunder and the consummation of the transactions contemplated hereby will not result in any material violation or breach or constitute a default under, any of the terms or provisions of the METALS Home Documents or the METALS Home Charter Documents. Except as set forth on Schedule 6.9, none of the METALS Home Documents requires notice to, or the consent or approval of, any governmental agency or other third party with respect to any of the transactions contemplated hereby in order to remain in full force and effect and consummation of the transactions contemplated hereby will not give rise to any right to termination, cancellation or acceleration or loss of any right or benefit.

No Violations. Neither METALS nor NEWCO is in violation of any METALS Charter Document. None of METALS, NEWCO, or, to the knowledge of METALS and NEWCO, any other party thereto, is in default under any lease, instrument, agreement, license, or permit to which METALS or NEWCO is a party, or by which METALS or NEWCO, or any of their respective properties, are bound (collectively, the "METALS Documents"); and (a) the rights and benefits of METALS and NEWCO under the METALS Documents will not be adversely affected by the transactions contemplated hereby and (b) Neither the execution and delivery of this Agreement by METALS and NEWCO and the performance of their obligations hereunder do notCaza, and the consummation by it of the transactions contemplated hereby and nor compliance by Caza with any of the terms provisions hereof will notwill, except as disclosed in the Disclosure Letter: (i) violate, conflict with, or result in the breach of any violation provision of, require any consent, approval or notice under, or constitute a default (or an event which, with or without notice or lapse of time, time or both), under would constitute a default) or give rise to result in a right of termination, cancellation, termination or acceleration of any obligation or to loss of a material benefit under, or result in the creation of any lien Lien upon any of the properties or assets of METALS Caza under any of the terms, conditions or any NEWCO under, any provision of provisions of (iA) the Certificate articles or by-laws of Incorporation Caza, or Bylaws of METALS or the comparable governing instruments of any NEWCO, (iiB) any note, bond, mortgage, indenture or indenture, loan agreement, deed of trust trust, agreement, lien, contract or any license, lease, contract, commitment, agreement other instrument or arrangement obligation to which METALS and any NEWCO Caza is a party or by to which Caza or any of their respective its properties or assets are bound may be subject or by which Caza is bound; or (iiiii) subject to compliance with Laws and Securities Laws, violate any judgment, ruling, order, decree or lawwrit, injunction, determination, award, decree, statute, ordinance, rule or regulation, regulation applicable to METALS Caza (except, in the case of each of clauses (i) and (ii) directly above, for such violations, conflicts, breaches, defaults or terminations which, or any NEWCO consents, approvals or their respective properties notices that if not given or assets. The received, would not have any Material Adverse Effect and would not have a material adverse effect on the ability of the Offeror and Caza to consummate the transactions contemplated hereby). (b) Other than in connection with or in compliance with the provisions of Laws, Securities Laws, requirements of the TSXV: (i) there is no legal impediment to the performance by Caza of its obligations under this Agreement or to the execution and delivery of this Agreement by Caza and the performance of the obligations hereunder and the consummation of the transactions contemplated hereby will not result in any material violation (ii) no filing or breach or constitute a default under, any of the terms or provisions of the METALS Documents or the METALS Charter Documents. Except as set forth on Schedule 6.9, none of the METALS Documents requires notice toregistration by Caza with, or the authorization, consent or approval of, any governmental agency domestic or other third party foreign public body or authority is necessary in connection with respect the making or the consummation of the Offer, except for such filings or registrations which, if not made, or for such authorizations, consents or approvals, which, if not received, would not have a Material Adverse Effect and would not have a material adverse effect on the ability of the Offeror to any of consummate the transactions contemplated hereby in order to remain in full force and effect and consummation of the transactions contemplated hereby will not give rise to any right to termination, cancellation or acceleration or loss of any right or benefithereby.

No Violations. Neither METALS nor NEWCO is in violation of any METALS Charter Document. None of METALS, NEWCO, or, to the knowledge of METALS and NEWCO, any other party thereto, is in default under any lease, instrument, agreement, license, or permit to which METALS or NEWCO is a party, or by which METALS or NEWCO, or any of their respective properties, are bound (collectively, the "METALS Documents"); and (a) the rights and benefits of METALS and NEWCO under the METALS Documents will not be adversely affected by the transactions contemplated hereby and (b) Neither the execution and delivery of this Agreement by METALS and NEWCO and the performance of their obligations hereunder do notOfferor, and the consummation by it of the transactions contemplated hereby and nor compliance by the Offeror with any of the terms provisions hereof will notwill: (i) violate, conflict with, or result in the breach of any violation provision of, require any consent, approval or notice under, or constitute a default (or an event which, with or without notice or lapse of time, time or both), under would constitute a default) or give rise to result in a right of termination, cancellation, termination or acceleration of any obligation or to loss of a material benefit under, or result in the creation of any lien upon any of the assets of METALS terms, conditions or any NEWCO under, any provision provisions of (iA) the Certificate governing documents of Incorporation the Offeror, or Bylaws of METALS or the comparable governing instruments of any NEWCO, (iiB) any material note, bond, mortgage, indenture or indenture, loan agreement, deed of trust trust, agreement, lien, contract or any license, lease, contract, commitment, agreement other instrument or arrangement obligation to which METALS and any NEWCO the Offeror is a party or to which the Offeror, or any of its properties or assets, may be subject or by which any of their respective properties or assets are bound the Offeror is bound; or (iiiii) subject to compliance with Laws and Securities Laws, violate any judgment, ruling, order, decree or lawwrit, injunction, determination, award, decree, statute, ordinance, rule or regulation, regulation applicable to METALS the Offeror (except, in the case of each of clauses (i) and (ii) directly above, for such violations, conflicts, breaches, defaults or terminations which, or any NEWCO consents, approvals or their respective properties notices that, if not given or assets. The received, would not have a material adverse effect on the ability of the Offeror and Caza to consummate the transactions contemplated hereby). (b) Other than in connection with or in compliance with the provisions of Laws, Securities Laws and requirements of the TSXV: (i) there is no legal impediment to the performance by the Offeror of its obligations under this Agreement or to the execution and delivery of this Agreement by the Offeror and (ii) no filing or registration by the performance of the obligations hereunder and the consummation of the transactions contemplated hereby will not result in any material violation or breach or constitute a default under, any of the terms or provisions of the METALS Documents or the METALS Charter Documents. Except as set forth on Schedule 6.9, none of the METALS Documents requires notice toOfferor with, or the authorization, consent or approval of, any governmental agency domestic or other third party foreign public body or authority is necessary in connection with respect the making or the consummation of the Offer, except for such filings or registrations which, if not made, or for such authorizations, consents or approvals, which, if not received, would not have a material adverse effect on the ability of the Offeror to any of consummate the transactions contemplated hereby in order to remain in full force and effect and consummation of the transactions contemplated hereby will not give rise to any right to termination, cancellation or acceleration or loss of any right or benefithereby.

No Violations. Neither METALS nor NEWCO is in violation of any METALS Charter Document. None of METALS, NEWCO, or, Subject to the knowledge of METALS and NEWCO, any other party thereto, is in default under any lease, instrument, agreement, license, or permit to which METALS or NEWCO is a party, or by which METALS or NEWCO, or any of their respective properties, are bound (collectively, the "METALS Documents"); and (a) the rights and benefits of METALS and NEWCO under the METALS Documents will not be adversely affected by the transactions contemplated hereby and (b) the execution and delivery approval of this Agreement by METALS and NEWCO AFC's stockholders and the obtaining of the approvals, consents and waivers referred to in Section 2.04(f), the execution, delivery and performance of their obligations hereunder do this Agreement by AFC and the execution, delivery and performance of the AFC Option Agreement by AFC will not, and the consummation of the transactions contemplated hereby and compliance with the terms hereof or thereby will not, conflict withconstitute (i) a breach or violation of, or a default under, any law, including any Environmental Law, rule or regulation or any judgment, decree, order, governmental permit or license, or agreement, indenture or instrument of AFC or any Significant Subsidiary of AFC or to which AFC or any Significant Subsidiary of AFC (or any of their respective properties) is subject, or enable any person to enjoin the Merger or the other transactions contemplated hereby, (ii) a breach or violation of, or a default under, the certificate or articles of incorporation or bylaws of AFC or any Significant Subsidiary of AFC or (iii) a breach or violation of, or a default under (or an event which with due notice or lapse of time or both would constitute a default under), or result in any violation or default (with or without notice or lapse of timethe termination of, or both), under or give rise to a right of termination, cancellation, or acceleration of any obligation or to loss of a material benefit underaccelerate the performance required by, or result in the creation of any lien lien, pledge, security interest, charge or other encumbrance upon any of the properties or assets of METALS AFC or any NEWCO Subsidiary of AFC under, any provision of (i) the Certificate terms, conditions or provisions of Incorporation or Bylaws of METALS or the comparable governing instruments of any NEWCO, (ii) any note, bond, mortgageindenture, indenture or deed of trust trust, loan agreement or other agreement, instrument or obligation to which AFC or any license, lease, contract, commitment, agreement or arrangement to which METALS and any NEWCO Subsidiary of AFC is a party party, or by to which any of their its respective properties or assets are may be bound or (iii) any judgment, order, decree or law, ordinance, rule or regulation, applicable to METALS or any NEWCO or their respective properties or assets. The execution of this Agreement and the performance of the obligations hereunder affected; and the consummation of the transactions contemplated hereby and by the AFC Option Agreement, will not result require any approval, consent or waiver under any such law, rule, regulation, judgment, decree, order, governmental permit or license or the approval, consent or waiver of any other party to any such agreement, indenture or instrument, other than (i) the required approvals, consents and waivers of governmental authorities referred to in any material violation or breach or constitute a default underSection 5.01(b), any (ii) the approval of the terms stockholders of AFC referred to in Section 2.04(d) and (iii) such approvals, consents or provisions of waivers as are required under the METALS Documents federal and state securities or the METALS Charter Documents. Except as set forth on Schedule 6.9, none of the METALS Documents requires notice to, or the consent or approval of, any governmental agency or other third party "blue sky" laws in connection with respect to any of the transactions contemplated hereby in order to remain in full force and effect and consummation of by this Agreement or the transactions contemplated hereby will not give rise to any right to termination, cancellation or acceleration or loss of any right or benefitAFC Option Agreement.

No Violations. Neither METALS Home nor NEWCO Newco is in violation of any METALS Home Charter Document. None of METALSHome, NEWCONewco, or, to the knowledge of METALS Home and NEWCONewco, any other party thereto, is in default under any lease, instrument, agreement, license, or permit to which METALS or NEWCO is a party, or by which METALS or NEWCO, or any of their respective properties, are bound (collectively, the "METALS Documents"); and (a) the rights and benefits of METALS Home and NEWCO Newco under the METALS Home Documents will not be adversely affected by the transactions contemplated hereby and (b) the execution and delivery of this Agreement by METALS Home and NEWCO Newco and the performance of their obligations hereunder do not, and the consummation of the transactions contemplated hereby and compliance with the terms hereof will not, conflict with, or result in any violation or default (with or without notice or lapse of time, or both), under or give rise to a right of termination, cancellation, or acceleration of any obligation or to loss of a material benefit under, or result in the creation of any lien upon any of the assets of METALS Home or any NEWCO Newco under, any provision of (i) the Certificate of Incorporation or Bylaws of METALS Home or the comparable governing instruments of any NEWCONewco, (ii) any note, bond, mortgage, indenture or deed of trust or any license, lease, contract, commitment, agreement or arrangement to which METALS Home and any NEWCO Newco is a party or by which any of their respective properties or assets are bound or (iii) any judgment, order, decree or law, ordinance, rule or regulation, applicable to METALS Home or any NEWCO Newco or their respective properties or assets. The execution of this Agreement and the performance of the obligations hereunder and the consummation of the transactions contemplated hereby will not result in any material violation or breach or constitute a default under, any of the terms or provisions of the METALS Home Documents or the METALS Home Charter Documents. Except as set forth on Schedule 6.9, none of the METALS Home Documents requires notice to, or the consent or approval of, any governmental agency or other third party with respect to any of the transactions contemplated hereby in order to remain in full force and effect and consummation of the transactions contemplated hereby will not give rise to any right to termination, cancellation or acceleration or loss of any right or benefit.

No Violations. Neither METALS nor NEWCO is in violation of any METALS Charter Document. None of METALSThe execution, NEWCO, or, to the knowledge of METALS delivery and NEWCO, any other party thereto, is in default under any lease, instrument, agreement, license, or permit to which METALS or NEWCO is a party, or by which METALS or NEWCO, or any of their respective properties, are bound (collectively, the "METALS Documents"); and (a) the rights and benefits of METALS and NEWCO under the METALS Documents will not be adversely affected by the transactions contemplated hereby and (b) the execution and delivery performance of this Agreement by METALS and NEWCO and the performance of their obligations hereunder Queens do not, and the consummation of the transactions contemplated hereby and compliance with the terms hereof will not, conflict withconstitute (i) assuming receipt of all Requisite Regulatory Approvals and requisite stockholder approvals, a breach or violation of, or a default under, any law, rule or regulation or any judgment, decree, order, governmental permit or license, or agreement, indenture or instrument of Queens or any of its Significant Subsidiaries, or to which Queens or any of its Significant Subsidiaries (or any of their respective properties) is subject, (ii) a breach or violation of, or a default under, the certificate of incorporation or bylaws of Queens or the similar organizational documents of any of its Significant Subsidiaries or (iii) a breach or violation of, or a default under (or an event which, with due notice or lapse of time or both, would constitute a default under), or result in any violation or default (with or without notice or lapse of timethe termination of, or both), under or give rise to a right of termination, cancellation, or acceleration of any obligation or to loss of a material benefit underaccelerate the performance required by, or result in the creation of any lien lien, pledge, security interest, charge or other encumbrance upon any of the properties or assets of METALS Queens or any NEWCO of its Subsidiaries, under, any provision of (i) the Certificate terms, conditions or provisions of Incorporation or Bylaws of METALS or the comparable governing instruments of any NEWCO, (ii) any note, bond, mortgageindenture, indenture or deed of trust trust, loan agreement or other agreement, instrument or obligation to which Queens or any license, lease, contract, commitment, agreement or arrangement to which METALS and any NEWCO of its Subsidiaries is a party party, or by to which any of their respective properties or assets are bound or (iii) any judgment, order, decree or law, ordinance, rule or regulation, applicable to METALS or any NEWCO or their respective properties or assets. The execution of this Agreement and the performance of the obligations hereunder may be subject; and the consummation of the transactions contemplated hereby will not result in require any material violation approval, consent or breach waiver under any such law, rule, regulation, judgment, decree, order, governmental permit or constitute a default underlicense or the approval, consent or waiver of any other party to any such agreement, indenture or instrument, other than (w) the approval of the terms or provisions holders of a majority of the METALS Documents or outstanding shares of Queens Common Stock referred to in Section 2.4(d), (x) the METALS Charter Documents. Except as set forth on Schedule 6.9Requisite Regulatory Approvals, none (y) the declaration of effectiveness by the SEC of the METALS Documents requires notice toRegistration Statement and the SEC's approval of Queens' and Haven's proxy materials and (z) such approvals, consents or waivers as are required under the consent federal and state securities or approval of, any governmental agency or other third party "blue sky" laws in connection with respect to any of the transactions contemplated hereby in order to remain in full force and effect and consummation of the transactions contemplated hereby will not give rise to any right to termination, cancellation or acceleration or loss of any right or benefitby this Agreement.

No Violations. Neither METALS nor NEWCO is (a) Except as set forth on Schedule 3.4(a), the execution, delivery and performance of this Agreement and the Other Transaction Documents by Seller and its Subsidiaries, and the consummation by Seller and its Subsidiaries of the transactions contemplated by this Agreement and such Other Transaction Documents, do not and will not (i) result in a breach or violation of any METALS Charter Document. None provision of METALS, NEWCO, or, to the knowledge Seller’s and its Subsidiaries’ certificate of METALS and NEWCO, any other party thereto, is in default under any lease, instrument, agreement, licenseincorporation or by-laws, or permit in a material violation of any statute, rule, regulation or ordinance applicable to which METALS or NEWCO is a party, or by which METALS or NEWCO, Seller or any of their respective propertiesits Subsidiaries, are bound or (collectivelyii) subject to the receipt of any consents of Third Parties described in Section 3.4(b), materially violate or result in a material breach of, or constitute a material occurrence of default (or an event that could reasonably be expected to, upon the "METALS Documents"); andpassage of time or the giving of notice, or both, constitute a material occurrence of default) under any provision of, result in the acceleration or cancellation of any material obligation under, or give rise to a right by any party to terminate or amend in any material respect its obligations under, any Assigned Contract, or (iii) materially violate any order, judgment, decree, rule or regulation of any court or any Governmental Body having jurisdiction over Seller, any of its Subsidiaries or the Acquired Assets. (a) the rights and benefits of METALS and NEWCO under the METALS Documents will not be adversely affected by the transactions contemplated hereby and (b) Except as required under the HSR Act, no consent, approval, order or authorization of, or registration, declaration or filing with, any Person is required to be obtained or made by Seller and its Subsidiaries in connection with its execution and delivery of this Agreement by METALS and NEWCO and the performance of their obligations hereunder do not, and the Other Transaction Documents or its consummation of the transactions contemplated hereby and compliance with the terms hereof will not, conflict with, or result in any violation or default (with or without notice or lapse of time, or both), under or give rise to a right of termination, cancellation, or acceleration of any obligation or to loss of a material benefit under, or result in the creation of any lien upon any of the assets of METALS or any NEWCO under, any provision of (i) the Certificate of Incorporation or Bylaws of METALS or the comparable governing instruments of any NEWCO, (ii) any note, bond, mortgage, indenture or deed of trust or any license, lease, contract, commitment, agreement or arrangement to which METALS and any NEWCO is a party or by which any of their respective properties or assets are bound or (iii) any judgment, order, decree or law, ordinance, rule or regulation, applicable to METALS or any NEWCO or their respective properties or assets. The execution of this Agreement and or such Other Transaction Documents, except for consents of Third Parties (as specifically listed in Schedule 3.4(b)) which are required to transfer or assign to Purchaser any Acquired Assets or assign the benefits of or delegate performance of the obligations hereunder and the consummation of the transactions contemplated hereby will not result in any material violation or breach or constitute a default under, any of the terms or provisions of the METALS Documents or the METALS Charter Documents. Except as set forth on Schedule 6.9, none of the METALS Documents requires notice to, or the consent or approval of, any governmental agency or other third party with respect regard to any of the transactions contemplated hereby in order to remain in full force and effect and consummation of the transactions contemplated hereby will not give rise to any right to termination, cancellation or acceleration or loss of any right or benefitAcquired Assets.

No Violations. Neither METALS nor NEWCO is The execution and delivery by the Target of this Agreement, performance by it of its obligations hereunder, initial take-up and payment by the Offeror for the Target Shares as contemplated herein and the completion of the Offer will not: (a) result (with or without notice or the passage of time) in violation a violation, conflict, breach of or constitute a default or result in a right of termination or acceleration under, or permit any Person to exercise rights against the Target or any of its Subsidiaries, or have an adverse effect on the Target or any of its Subsidiaries, or result in the creation of any METALS Charter Document. None lien, charge, encumbrance, claim or right of METALSothers upon any of the properties or assets of the Target or any of its Subsidiaries or cause any indebtedness to come due before its stated maturity or cause any credit to cease to be available, NEWCO, or, to the knowledge of METALS and NEWCO, any other party thereto, is in default under any leaseof the terms, conditions or provisions of (i) the Target Governing Documents or the certificate of incorporation or equivalent or by-laws or equivalent of any of the Subsidiaries; (ii) any agreement, contract, indenture, deed of trust, note, mortgage, bond, instrument, agreementlicence, licensepermit, government grant or permit any other instrument or obligation to which METALS the Target or NEWCO any of its Subsidiaries is a party, party or by which METALS the Target or NEWCOany of its Subsidiaries is bound or to which any of them, or any of their respective propertiesproperties or assets may be subject; or (iii) any applicable Law to which the Target or any of its Subsidiaries is subject or by which the Target or any of its Subsidiaries is bound or to which any of them, are bound (collectivelyor any of their respective properties or assets may be subject, except in each case for any violation, conflict, breach or default which would not have or reasonably be expected to have, individually or in the "METALS Documents"); andaggregate, a Target Material Adverse Effect; (ab) cause the rights termination, withdrawal, suspension, revocation, refusal, non-renewal, or imposition of terms or conditions on renewal of any authorization, consent, approval or licence currently in effect which could reasonably be expected to have a Target Material Adverse Effect or prevent or materially delay the making and benefits completion of METALS and NEWCO under the METALS Documents will not be adversely affected Offer by the Offeror or any of the other transactions contemplated hereby and (bother than a Subsequent Acquisition Transaction); or (c) result in any payment (including severance, unemployment compensation, golden parachute, bonus or otherwise) becoming due to any director or employee of the Target or any of its Subsidiaries or result in any increase or acceleration of contributions, liabilities or benefits, or acceleration of vesting, under any Benefit Plan or restriction imposed or any asset held in connection with a Benefit Plan. Except for complying with the provisions of Applicable Securities Law: (1) there is no legal impediment to the execution and delivery of this Agreement by METALS and NEWCO the Target and the performance delivery of their obligations hereunder do notthe Directors’ Circular, and the consummation of the transactions contemplated hereby and compliance with the terms hereof will not, conflict (2) no filing or registration with, or result in any violation or default (with or without notice or lapse of timeauthorization, or both), under or give rise to a right of termination, cancellation, or acceleration of any obligation or to loss of a material benefit under, or result in the creation of any lien upon any of the assets of METALS or any NEWCO under, any provision of (i) the Certificate of Incorporation or Bylaws of METALS or the comparable governing instruments of any NEWCO, (ii) any note, bond, mortgage, indenture or deed of trust or any license, lease, contract, commitment, agreement or arrangement to which METALS and any NEWCO is a party or by which any of their respective properties or assets are bound or (iii) any judgment, order, decree or law, ordinance, rule or regulation, applicable to METALS or any NEWCO or their respective properties or assets. The execution of this Agreement and the performance of the obligations hereunder and the consummation of the transactions contemplated hereby will not result in any material violation or breach or constitute a default under, any of the terms or provisions of the METALS Documents or the METALS Charter Documents. Except as set forth on Schedule 6.9, none of the METALS Documents requires notice to, or the consent or approval of, any governmental agency or other third party with respect to any Governmental Entity is required of the transactions contemplated hereby Target or its Subsidiaries in order to remain in full force connection with the execution and effect and consummation delivery of this Agreement by the Target, the making or completion of the transactions contemplated hereby will Offer or the delivery of the Directors’ Circular or otherwise with a change of control of the Target and/or the Subsidiaries, except for such filings or registrations which, if not give rise to any right to terminationmade, cancellation or acceleration for such authorizations, consents or loss approvals which, if not received, would not have a Target Material Adverse Effect or an Offeror Material Adverse Effect and would not prevent or materially delay the making and completion of any right or benefitthe Offer by the Offeror.

No Violations. Neither METALS nor NEWCO is in violation of any METALS Charter Document. None of METALS, NEWCO, or, to the knowledge of METALS and NEWCO, any other party thereto, is in default under any lease, instrument, agreement, license, or permit to which METALS or NEWCO is a party, or by which METALS or NEWCO, or any of their respective properties, are bound (collectively, the "METALS Documents"); and (a) the rights and benefits of METALS and NEWCO under the METALS Documents will not be adversely affected by the transactions contemplated hereby and (b) Neither the execution and nor the delivery of this Agreement by METALS and NEWCO and the performance of their obligations hereunder do notCompany, and nor the consummation of the transactions contemplated hereby and by the Offer, nor compliance by the Company with any of the terms provisions hereof will notwill: (i) violate, conflict with, or result in a breach of any violation provision of, require any consent, approval or notice under, or constitute a default (or an event which, with or without notice or lapse of time, time or both), under would constitute a default) or give rise to result in a right of termination, cancellation, termination or acceleration of any obligation or to loss of a material benefit under, or result in the creation of any lien lien, security interest, charge or encumbrance upon any of the properties or assets of METALS the Company or any NEWCO underof its Subsidiaries under any of the terms, conditions or provisions of their respective charter documents or bylaws or, any provision of (i) the Certificate of Incorporation or Bylaws of METALS or the comparable governing instruments of any NEWCO, (ii) any material note, bond, mortgage, indenture or indenture, loan agreement, deed of trust trust, agreement, lien, contract or other instrument or obligation to which the Company or any licenseof its Subsidiaries is a party, lease, contract, commitment, agreement or arrangement to which METALS and any NEWCO is a party of them or by which any of their respective properties or assets are bound may be subject, or by which the Company or any of its Subsidiaries is bound; or (ii) subject to compliance with the statutes and regulations referred to in Section 6.3(b), violate any judgment, ruling, order, writ, injunction, determination, award, decree, statute, ordinance, law, rule or regulation applicable to the Company or any of its Subsidiaries or any of their respective properties or assets (except, in the case of each of clauses (i) and (ii) above, for violations, conflicts, breaches, defaults, terminations, accelerations or creations of liens, security interests, charges or encumbrances or required consents, approvals or notices which if not given or received would not have a Material Adverse Effect, or (iii) cause the suspension or revocation of any judgmentauthorization, orderconsent, decree approval or lawlicense currently in effect which would have, ordinanceor could reasonably be expected to have, rule a Material Adverse Effect. (b) Other than in connection with or regulation, applicable to METALS or any NEWCO or their respective properties or assets. The execution of this Agreement and in compliance with the performance provisions of the obligations hereunder Applicable Corporate Laws and Applicable Securities Laws, (i) there is no legal impediment to the Company’s consummation of the transactions contemplated by this Agreement; and (ii) no filing or registration with, or authorization, consent or approval of, any domestic or foreign public body or authority is required of the Company in connection with the making or the consummation of the Offer, except for such filings or registrations which, if not made, or for such authorizations, consents or approvals which, if not received, would not have, or could not reasonably be expected to have a Material Adverse Effect or would not, or could not reasonably be expected to, materially interfere with the consummation of the transactions contemplated hereby will not result in any material violation or breach or constitute a default under, any of the terms or provisions of the METALS Documents or the METALS Charter Documents. Except as set forth on Schedule 6.9, none of the METALS Documents requires notice to, or the consent or approval of, any governmental agency or other third party with respect to any of the transactions contemplated hereby in order to remain in full force and effect and consummation of the transactions contemplated hereby will not give rise to any right to termination, cancellation or acceleration or loss of any right or benefithereby.

No Violations. (a) Neither METALS Pentacon nor NEWCO Newco is in violation of any METALS Pentacon Charter Document. None of METALSPentacon, NEWCONewco, or, to the knowledge of METALS Pentacon and NEWCONewco, any other party thereto, is in default under any lease, instrument, agreement, license, or permit to which METALS Pentacon or NEWCO Newco is a party, or by which METALS Pentacon or NEWCONewco, or any of their respective properties, are bound (collectively, the "METALS Pentacon Documents"); and and (a) the rights and benefits of METALS Pentacon and NEWCO Newco under the METALS Pentacon Documents will not be adversely affected by the transactions contemplated hereby and (b) the execution and delivery of this Agreement and the Other Agreements by METALS Pentacon and NEWCO Newco and the performance of their obligations hereunder and thereunder do not, and the consummation of the transactions contemplated hereby and thereby and compliance with the terms hereof and thereof will not, conflict with, or result in any violation or default (with or without notice or lapse of time, or both), under or give rise to a right of termination, cancellation, or acceleration of any obligation or to loss of a material benefit under, or result in the creation of any lien upon any of the assets of METALS Pentacon or any NEWCO Newco under, any provision of (i) the Certificate of Incorporation or Bylaws of METALS Pentacon Charter Documents or the comparable governing instruments of any NEWCONewco, (ii) any note, bond, mortgage, indenture or deed of trust or any license, lease, contract, commitment, agreement or arrangement to which METALS and any NEWCO Pentacon or Newco is a party or by which any of their respective properties or assets are bound or (iii) any judgment, order, decree or law, ordinance, rule or regulation, applicable to METALS Pentacon or any NEWCO Newco or their respective properties or assets. The execution of this Agreement and the performance of the obligations hereunder and the consummation of the transactions contemplated hereby will not result in any material violation or breach or constitute a default under, any of the terms or provisions of the METALS Documents or the METALS Charter Documents. . (b) Except as set forth on Schedule 6.96.9 or in Section 6.9(c), none of the METALS Pentacon Documents requires notice to, or the consent or approval of, any governmental agency or other third party with respect to any of the transactions contemplated hereby in order to remain in full force and effect and consummation of the transactions contemplated hereby will not give rise to any right to termination, cancellation or acceleration or loss of any right or benefit. (c) Except (i) for the filings by Pentacon in connection with the IPO of the Registration Statement, (ii) for the declaration of the effectiveness thereof by the SEC and filings with various state blue sky authorities, (iii) filings with blue sky authorities in connection with the transactions contemplated by this Agreement, (iv) for the making of the merger filings with the Secretary of State of the State of Delaware and the State of Incorporation in connection with the Merger, (v) for filings in consideration for listing on the NASDAQ National Market System or the New York Stock Exchange or other nationally recognized securities exchange; and (vi) for possible filings under the Hart-Scott-Rodino Act as contemplated in Section 7.13, Purchaser is nxx xxxxxxxx xxxx any declaration, filing or registration with, or notice to, or obtain any authorization, consent or approval of, any governmental or regulatory body or authority is necessary for the execution and delivery of this Agreement by Newco or Pentacon or the consummation by the Newco and Pentacon of the transactions contemplated hereby.

No Violations. Neither METALS nor NEWCO is Except as set forth in violation Section 5.7 of any METALS Charter Document. None of METALSthe Company Disclosure Letter, NEWCOneither the execution, ordelivery, to the knowledge of METALS and NEWCO, any other party thereto, is in default under any lease, instrument, agreement, license, or permit to which METALS or NEWCO is a party, or by which METALS or NEWCO, or any of their respective properties, are bound (collectively, the "METALS Documents"); and (a) the rights and benefits of METALS and NEWCO under the METALS Documents will not be adversely affected by the transactions contemplated hereby and (b) the execution and delivery performance of this Agreement by METALS and NEWCO and the performance of their obligations hereunder do not, and Company nor the consummation of the transactions contemplated hereby and compliance with by the terms hereof Company will not, conflict with, (a) contravene or result in violate any violation Applicable Law to which the Company or default (with or without notice or lapse of time, or both), under or give rise to a right of termination, cancellation, or acceleration of any obligation or to loss of a material benefit under, or result in the creation of any lien upon any of the assets of METALS or any NEWCO under, any provision of (i) the Certificate of Incorporation or Bylaws of METALS or the comparable governing instruments of any NEWCO, (ii) any note, bond, mortgage, indenture or deed of trust or any license, lease, contract, commitment, agreement or arrangement to which METALS and any NEWCO its Subsidiaries is a party subject or by which any of their respective properties or assets are bound (assuming all authorizations, approvals, consents, registrations and filings contemplated in Section 5.6 have been obtained or made, as applicable), (iiib) violate or conflict with any judgment, order, decree or law, ordinance, rule or regulation, applicable to METALS provision of the Organizational Documents of the Company or any NEWCO or their respective properties or assets. The execution of this Agreement and the performance of the obligations hereunder and the consummation of the transactions contemplated hereby will not its Subsidiaries, (c) violate, conflict with, result in any material violation the breach of or breach default under, or an event that, with or without notice or lapse of time or both, would constitute a default under, or require the consent of any other party to, any Material Contract to which the Company or any of its Subsidiaries is a party or any Material Permit held by the terms Company or provisions any of its Subsidiaries or by which any of their respective assets or properties are bound or give any other party to such Material Contract the right to terminate, amend, cancel or accelerate the rights or obligations of the METALS Documents Company or any of its Subsidiaries thereunder, or result in the METALS Charter Documents. Except as set forth on Schedule 6.9, none loss of any benefit of the METALS Documents requires notice toCompany or any of its Subsidiaries under any Material Contract to which the Company or any of its Subsidiaries is a party or any Material Permit held by the Company or any of its Subsidiaries or by which any of their respective assets or properties are bound, or (d) result in the consent creation or approval of, imposition of any governmental agency Encumbrance (other than any Permitted Encumbrance) upon or other third party with respect to any of the transactions contemplated hereby in order to remain in full force and effect and consummation properties or assets of the transactions contemplated hereby will not give rise Company or any of its Subsidiaries, other than, in the case of clauses (a), (b) (with respect to the Company’s Subsidiaries), (c) and (d), for any right to violation, conflict, breach, default, consent, termination, cancellation or acceleration or amendment, cancellation, acceleration, loss of any right benefits or benefitEncumbrances which would not have a Company Material Adverse Effect.

No Violations. Neither METALS nor NEWCO is in violation Except for (i) any applicable requirements of the Securities Act, the Exchange Act, the HSR Act and any METALS Charter Document. None applicable filings under state securities, "Blue Sky" or takeover laws, and (ii) the filing of METALSthe Certificate of Merger as required by the GCL, NEWCOno filing or registration with, orand no Permit, to the knowledge of METALS and NEWCOauthorization, consent or approval of, any public body or Governmental Authority or other party thereto, that is necessary or required in default under any lease, instrument, agreement, license, or permit to which METALS or NEWCO is a party, or by which METALS or NEWCO, or any of their respective properties, are bound (collectively, the "METALS Documents"); and (a) the rights and benefits of METALS and NEWCO under the METALS Documents will not be adversely affected by the transactions contemplated hereby and (b) connection with the execution and delivery of this Agreement by METALS Parent or Merger Subsidiary, or for the consummation by Parent or Merger Subsidiary of the transactions contemplated by this Agreement shall not have been obtained as of the Closing. Assuming that all filings, registrations, Permits, authorizations, consents and NEWCO approvals contemplated by the immediately preceding sentence have been duly made or obtained, neither the execution, delivery and the performance of their obligations hereunder do not, and this Agreement or the other agreements contemplated hereby nor the consummation of the transactions contemplated hereby or thereby by Parent and compliance Merger Subsidiary will (i) conflict with the terms hereof will not, conflict with, or result in any breach of any provision of the Articles or Certificate of Incorporation or ByLaws of Parent or Merger Subsidiary, (ii) result in a violation or default breach of, or constitute (with or without due notice or lapse of time, time or both), under or give rise to ) a right of termination, cancellation, or acceleration of any obligation or to loss of a material benefit default under, or result in the creation of any lien upon any of the assets terms, conditions or provisions of METALS or any NEWCO under, any provision of (i) the Certificate of Incorporation or Bylaws of METALS or the comparable governing instruments of any NEWCO, (ii) any note, bond, mortgage, indenture indenture, license, Contract or deed of trust other instrument or obligation to which Parent or any license, lease, contract, commitment, agreement or arrangement to which METALS and any NEWCO of its Subsidiaries is a party or by which it or any of them or any of their respective properties or assets are may be bound or (iii) violate any judgment, order, decree or lawwrit, ordinanceinjunction, decree, statute, rule or regulation, regulation applicable to METALS Parent or any NEWCO of its Subsidiaries or any of their respective properties or assets. The execution assets except, in the case of this Agreement subsections (ii) and the performance of the obligations hereunder (iii) above, for violations, breaches or defaults that would not have a Material Adverse Effect on Parent and that will not prevent the consummation of the transactions contemplated hereby will not result in any material violation or breach or constitute a default under, any of the terms or provisions of the METALS Documents or the METALS Charter Documents. Except as set forth on Schedule 6.9, none of the METALS Documents requires notice to, or the consent or approval of, any governmental agency or other third party with respect to any of the transactions contemplated hereby in order to remain in full force and effect and consummation of the transactions contemplated hereby will not give rise to any right to termination, cancellation or acceleration or loss of any right or benefithereby.

No Violations. Neither METALS nor NEWCO is in violation of any METALS Charter Document. None of METALSThe execution, NEWCO, or, to the knowledge of METALS delivery and NEWCO, any other party thereto, is in default under any lease, instrument, agreement, license, or permit to which METALS or NEWCO is a party, or by which METALS or NEWCO, or any of their respective properties, are bound (collectively, the "METALS Documents"); and (a) the rights and benefits of METALS and NEWCO under the METALS Documents will not be adversely affected by the transactions contemplated hereby and (b) the execution and delivery performance of this Agreement by METALS and NEWCO and the performance of their obligations hereunder RedFed do not, and the consummation of the transactions contemplated hereby and compliance with the terms hereof by RedFed will not, conflict withconstitute (A) a breach or violation of, or a default under, any law, rule or regulation or any judgment, decree, order, governmental permit or license, or agreement, indenture or instrument of RedFed or to which RedFed or any of its properties is subject, or enable any person to enjoin the Merger or the other transactions contemplated hereby, (B) a breach or violation of, or a default under, the certificate of incorporation or by-laws of RedFed or (C) a breach or violation of, or a default under (or an event which with the giving of notice or lapse of time or both would constitute a default under), or result in any violation or default (with or without notice or lapse of timethe termination of, or both), under or give rise to a right of termination, cancellation, or acceleration of any obligation or to loss of a material benefit underaccelerate the performance required by, or result in the creation of any lien lien, pledge, security interest, charge or other encumbrance upon any of the properties or assets of METALS or any NEWCO RedFed under, any provision of (i) the Certificate terms, conditions or provisions of Incorporation or Bylaws of METALS or the comparable governing instruments of any NEWCO, (ii) any note, bond, mortgageindenture, indenture or deed of trust or any licensetrust, lease, contract, commitment, loan agreement or arrangement other agreement, instrument or obligation to which METALS and any NEWCO RedFed is a party party, or by which any of their respective its properties or assets are may be bound or (iii) any judgment, order, decree or law, ordinance, rule or regulation, applicable to METALS or any NEWCO or their respective properties or assets. The execution of this Agreement and the performance of the obligations hereunder affected; and the consummation of the transactions contemplated hereby will not result require RedFed to obtain any approval, consent or waiver under any such law, rule, regulation, judgment, decree, order, governmental permit or license or the approval, consent or waiver of any other party to any such agreement, indenture or instrument, other than the required approvals, consents and waivers of governmental authorities or other persons referred to in any material violation or breach or constitute a default underSection 6.1(b), any the approval of the terms stockholders of RedFed referred to in Section 3.3(e), and such approvals, consents or provisions of the METALS Documents or the METALS Charter Documents. Except waivers as set forth on Schedule 6.9, none of the METALS Documents requires notice to, or the consent or approval of, any governmental agency or other third party are required under federal and state securities laws in connection with respect to any of the transactions contemplated hereby in order to remain in full force and effect and consummation of the transactions contemplated hereby will not give rise to any right to termination, cancellation or acceleration or loss of any right or benefit.by this Agreement. 6

No Violations. Neither METALS nor NEWCO is Except as set forth in violation Section 2.6 of any METALS Charter Document. None of METALSthe Company Disclosure Schedule, NEWCO, or, to the knowledge of METALS and NEWCO, any other party thereto, is in default under any lease, instrument, agreement, license, or permit to which METALS or NEWCO is a party, or by which METALS or NEWCO, or any of their respective properties, are bound (collectively, the "METALS Documents"); and (a) the rights and benefits of METALS and NEWCO under the METALS Documents will not be adversely affected by the transactions contemplated hereby and (b) the execution and delivery by the Company of this Agreement Agreement, the consummation by METALS and NEWCO the Company of the Merger and the performance of their obligations hereunder do notother transactions contemplated hereby, and compliance by the consummation Company with any of the transactions contemplated hereby and compliance with the terms hereof provisions hereof, will not: (i) conflict with or violate any provision of the Certificate, conflict withbylaws or other organizational documents of the Company, (ii) require any Consent under or result in any a violation or default breach of, or constitute (with or without due notice or lapse of time, time or both), under ) a default (or give rise to a any right of termination, cancellation, amendment or acceleration of any obligation or to loss of a material benefit under, or result in the creation of any lien upon any of the assets of METALS or any NEWCO acceleration) under, any provision of (i) the Certificate of Incorporation or Bylaws of METALS or the comparable governing instruments of any NEWCO, (ii) any note, bond, mortgage, indenture or deed of trust or any license, lease, contract, commitment, agreement or arrangement Company Material Contract to which METALS and any NEWCO the Company is a party or by which any of their respective properties or the Company’s assets are bound bound, except where such violation, breach or default would not reasonably be expected to have a Material Adverse Effect, (iii) result (immediately or with the passage of time or otherwise) in the creation or imposition of any judgmentliens, orderclaims, decree mortgages, pledges, security interests, equities, options, assignments, hypothecations, preferences, priorities, deposit arrangements, easements, proxies, voting trusts or charges of any kind or restrictions (whether on voting, sale, transfer, disposition or otherwise) or other encumbrances or restrictions of any nature whatsoever, whether imposed by agreement, Law, or equity, or any conditional sale contract, title retention contract or other contract (the “Encumbrances”), upon any of the properties, rights or assets of the Company that would reasonably be expected to have a Material Adverse Effect and the waiting periods referred to therein having expired, and any condition precedent to such Consent having been satisfied, conflict with, contravene or violate any foreign, federal, state or local Order (as defined in Section 2.12), statute, law, rule, regulation, ordinance, rule or regulationwrit, applicable to METALS injunction, arbitration award, directive, judgment, decree, principle of common law, constitution, treaty or any NEWCO interpretation thereof enacted, promulgated, issued, enforced or their respective properties entered by any Governmental Authority (each, a “Law“ and collectively, the “Laws“) to which the Company or assets. The execution of this Agreement and the performance of the obligations hereunder and the consummation of the transactions contemplated hereby will not result in any material violation or breach or constitute a default under, any of the terms Company’s assets or provisions properties is subject, except where such conflict, contravention or violation would not reasonably be expected to have a Material Adverse Effect. There exists no fact or circumstances, to the knowledge of the METALS Documents or Company, which would reasonably be expected to impact on the METALS Charter Documents. Except as Company’s ability to obtain any of the Consents set forth on Schedule 6.9, none Section 2.5 of the METALS Documents requires notice toCompany Disclosure Schedule, or including any such Consents which must be obtained following the consent or approval of, any governmental agency or other third party with respect to any of the transactions contemplated hereby in order to remain in full force and effect and consummation of the transactions contemplated hereby will not give rise to any right to termination, cancellation or acceleration or loss of any right or benefitEffective Time.

No Violations. (a) Neither METALS Pentacon nor NEWCO Newco is in violation of any METALS Pentacon Charter Document. None of METALSPentacon, NEWCONewco, or, to the knowledge of METALS Pentacon and NEWCONewco, any other party thereto, is in default under any lease, instrument, agreement, license, or permit to which METALS Pentacon or NEWCO Newco is a party, or by which METALS Pentacon or NEWCONewco, or any of their respective properties, are bound (collectively, the "METALS Pentacon Documents"); and and (a) the rights and benefits of METALS Pentacon and NEWCO Newco under the METALS Pentacon Documents will not be adversely affected by the transactions contemplated hereby and (b) the execution and delivery of this Agreement and the Other Agreements by METALS Pentacon and NEWCO Newco and the performance of their obligations hereunder and thereunder do not, and the consummation of the transactions contemplated hereby and thereby and compliance with the terms hereof and thereof will not, conflict with, or result in any violation or default (with or without notice or lapse of time, or both), under or give rise to a right of termination, cancellation, or acceleration of any obligation or to loss of a material benefit under, or result in the creation of any lien upon any of the assets of METALS Pentacon or any NEWCO Newco under, any provision of (i) the Certificate of Incorporation or Bylaws of METALS Pentacon Charter Documents or the comparable governing instruments of any NEWCONewco, (ii) any note, bond, mortgage, indenture or deed of trust or any license, lease, contract, commitment, agreement or arrangement to which METALS and any NEWCO Pentacon or Newco is a party or by which any of their respective properties or assets are bound or (iii) any judgment, order, decree or law, ordinance, rule or regulation, applicable to METALS Pentacon or any NEWCO Newco or their respective properties or assets. The execution of this Agreement and the performance of the obligations hereunder and the consummation of the transactions contemplated hereby will not result in any material violation or breach or constitute a default under, any of the terms or provisions of the METALS Documents or the METALS Charter Documents. . (b) Except as set forth on Schedule 6.96.9 or in Section 6.9(c), none of the METALS Pentacon Documents requires notice to, or the consent or approval of, any governmental agency or other third party with respect to any of the transactions contemplated hereby in order to remain in full force and effect and consummation of the transactions contemplated hereby will not give rise to any right to termination, cancellation or acceleration or loss of any right or benefit. (c) Except (i) for the filings by Pentacon in connection with the IPO of the Registration Statement, (ii) for the declaration of the effectiveness thereof by the SEC and filings with various state blue sky authorities, (iii) filings with blue sky authorities in connection with the transactions contemplated by this Agreement, (iv) for the making of the merger filings with the Secretary of State of the State of Delaware and the State of Incorporation in connection with the Merger, (v) for filings in consideration for listing on the NASDAQ National Market System or the New York Stock Exchange or other nationally recognized securities exchange; and (vi) for possible filings under the Hxxx-Xxxxx-Xxxxxx Act as contemplated in Section 7.13, Purchaser is not required make any declaration, filing or registration with, or notice to, or obtain any authorization, consent or approval of, any governmental or regulatory body or authority is necessary for the execution and delivery of this Agreement by NEWCO or Pentacon or the consummation by the Newco and Pentacon of the transactions contemplated hereby.

No Violations. Neither METALS nor NEWCO is in violation of any METALS Charter Document. None of METALS, NEWCO, or, to the knowledge of METALS and NEWCO, any other party thereto, is in default under any lease, instrument, agreement, license, or permit to which METALS or NEWCO is a party, or by which METALS or NEWCO, or any of their respective properties, are bound (collectively, the "METALS Documents"); and (a) the rights and benefits of METALS and NEWCO under the METALS Documents will not be adversely affected by the transactions contemplated hereby and (b) Neither the execution and delivery of this Agreement by METALS and NEWCO and the performance of their obligations hereunder do notACME, and the consummation by it of the transactions contemplated hereby and nor compliance by it with any of the terms provisions hereof will notwill: (i) violate, conflict with, or result in a breach of any violation provision of, require any consent, approval or notice under, or constitute a default (or an event which, with or without notice or lapse of time, time or both), under would constitute a default) or give rise to result in a right of termination, cancellation, termination or acceleration of any obligation or to loss of a material benefit under, or result in the a creation of any lien lien, security interest, charge or encumbrance upon any of the properties or assets of METALS or any NEWCO ACME under, any provision of the terms, conditions or provisions of (iA) the Certificate of Incorporation ACME Governing Documents or Bylaws of METALS or the comparable governing instruments of any NEWCO, (iiB) any note, bond, mortgage, indenture or indenture, loan agreement, deed of trust trust, agreement, lien, contract or any license, lease, contract, commitment, agreement other instrument or arrangement obligation to which METALS and any NEWCO ACME is a party or by to which it, or any of their its respective properties or assets are bound assets, may be subject or by which ACME is bound; or (iiiii) subject to compliance with Corporate Laws and Securities Laws, violate any judgment, ruling, order, decree or lawwrit, injunction, determination, award, decree, statute, ordinance, rule or regulation, regulation applicable to METALS ACME (except for, in the case of each of clauses (i) and (ii) above, such violations, conflicts, breaches, defaults, terminations, accelerations which, or any NEWCO consents, approvals or their respective properties notices which if not given or assets. The received, would not have any Material Adverse Effect on ACME). (b) Other than in connection with or in compliance with the provisions of Corporate Laws and Securities Laws, (i) there is no legal impediment to the performance by ACME of its obligations under this Agreement or to the execution and delivery of this Agreement by ACME and the performance of the obligations hereunder and the consummation of the transactions contemplated hereby will not result in any material violation (ii) no filing or breach or constitute a default under, any of the terms or provisions of the METALS Documents or the METALS Charter Documents. Except as set forth on Schedule 6.9, none of the METALS Documents requires notice toregistration with, or the authorization, consent or approval of, any governmental agency domestic or other third party foreign public body or authority is necessary by ACME in connection with respect to any of the transactions contemplated hereby in order to remain in full force and effect and consummation of the transactions contemplated hereby will Amalgamation, except for such filings or registrations which, if not give rise to any right to terminationmade, cancellation or acceleration for such authorizations, consents or loss of any right or benefitapprovals, which, if not received, would not have a Material Adverse Effect on ACME.

No Violations. Neither METALS nor NEWCO is Except as disclosed to Penn West in violation of any METALS Charter Document. None of METALS, NEWCO, or, to the knowledge of METALS and NEWCO, any other party thereto, is in default under any lease, instrument, agreement, licensePetrofund Disclosure Letter, or permit to which METALS or NEWCO is a party, or as contemplated by which METALS or NEWCO, or any of their respective properties, are bound (collectively, the "METALS Documents"); andthis Agreement: (ai) the rights and benefits of METALS and NEWCO under the METALS Documents will not be adversely affected by the transactions contemplated hereby and (b) neither the execution and delivery of this Agreement by METALS Petrofund and NEWCO and the performance of their obligations hereunder do not, and PC nor the consummation of the transactions contemplated hereby and Arrangement nor compliance by the Petrofund Parties with any of the terms provisions hereof will notwill: (A) violate, conflict with, or result in a breach of any violation provision of, require any consent, approval or notice under, or constitute a default (or an event which, with or without notice or lapse of time, time or both), under would constitute a default) or give rise to result in a right of termination, cancellation, termination or acceleration of any obligation or to loss of a material benefit under, or result in the creation of any lien encumbrance upon any of the properties or assets of METALS the Petrofund Parties or cause any NEWCO underindebtedness to come due before its stated maturity or cause any credit to cease to be available, under any provision of the terms, conditions or provisions of (i1) the Certificate of Incorporation or Bylaws of METALS Petrofund Material Agreements or the comparable governing instruments articles, by-laws, shareholder agreements or other constating document of any NEWCOPetrofund Party, or (ii2) any material note, bond, mortgage, indenture or indenture, loan agreement, deed of trust trust, agreement, lien, contract or any license, lease, contract, commitment, agreement other instrument or arrangement obligation to which METALS and any NEWCO a Petrofund Party is a party or to which any of them, or any of their respective properties or assets, may be subject or by which a Petrofund Party is bound; or (B) subject to compliance with applicable statutes and regulations, violate any judgment, ruling, order, writ, injunction, determination, award, decree, statute, ordinance, rule or regulation applicable to the Petrofund Parties or any of their respective properties or assets are bound (except, in the case of each of clauses (A) and (B) above, for such violations, conflicts, breaches, defaults, terminations, accelerations or creations of encumbrances which, or any consents, approvals or notices which if not given or received, would not have any Material Adverse Effect on the Petrofund Parties taken as a whole, or significantly impede the ability of the Petrofund Parties to consummate the Arrangement); or (iiiC) cause the suspension or revocation of any judgmentauthorization, orderconsent, decree approval or lawlicense currently in effect which would have a Material Adverse Effect on the Petrofund Parties; and (ii) other than in connection with or in compliance with the provisions of Applicable Laws or which are required to be filed post Arrangement, ordinanceand except for the requisite approval of Petrofund Unitholders, rule or regulation, applicable (A) there is no legal impediment to METALS or any NEWCO or their respective properties or assets. The execution of this Agreement and the performance of the obligations hereunder and the Petrofund Parties’ consummation of the transactions contemplated hereby will not result in any material violation Arrangement, and (B) no filing or breach or constitute a default under, any of the terms or provisions of the METALS Documents or the METALS Charter Documents. Except as set forth on Schedule 6.9, none of the METALS Documents requires notice toregistration with, or the authorization, consent or approval of, any governmental agency domestic or other third party with respect to any foreign public body or authority is required of the transactions contemplated hereby Petrofund Parties in order to remain in full force and effect and connection with the consummation of the transactions contemplated hereby will Arrangement, except for such filings or registrations which, if not give rise made, or for such authorizations, consents or approvals which, if not received, would not have a Material Adverse Effect on the Petrofund Parties, or significantly impede the ability of the Petrofund Parties to any right to termination, cancellation or acceleration or loss of any right or benefitconsummate the Arrangement.

No Violations. Neither METALS nor NEWCO is in violation of any METALS Charter Document. None of METALS, NEWCO, or, to the knowledge of METALS and NEWCO, any other party thereto, is in default under any lease, instrument, agreement, license, or permit to which METALS or NEWCO is a party, or by which METALS or NEWCO, or any of their respective properties, are bound (collectively, the "METALS Documents"); and (a) the rights and benefits of METALS and NEWCO under the METALS Documents will not be adversely affected by the transactions contemplated hereby and (b) the The execution and delivery of this Agreement and all other agreements to be executed and delivered by METALS and NEWCO and the Company pursuant hereto, the performance of their the Company's obligations hereunder do notand thereunder, and the consummation of the transactions contemplated hereby and compliance with the terms hereof thereby, will not, not conflict with, violate or result in any violation constitute a breach or default (with or without notice or lapse of time, or both), under or give rise to a right of termination, cancellation, or acceleration of any obligation or to loss of a material benefit under, or result in the creation of any lien upon any of the assets of METALS or any NEWCO under, any provision of (i) the Certificate Articles of Incorporation or Bylaws or other organizational documents of METALS the Company or the comparable governing instruments of any NEWCOSubsidiary, (ii) any noteprovision of any Contract, bondLien, mortgage, indenture Order or deed other restriction of trust any kind or character to which the Company or any license, lease, contract, commitment, agreement or arrangement to which METALS and any NEWCO Subsidiary is a party party, or by which the Company or any Subsidiary, or any of their respective properties or assets are assets, is bound or (iii) any judgment, order, decree result in the creation or law, ordinance, rule or regulation, applicable to METALS imposition or any NEWCO Lien upon the capital stock or their respective properties the assets of the Company or assets. any Subsidiary; except in the case of Sections 3.5 (a)(ii) and (iii), such conflicts, violations, breaches or defaults which are not reasonably likely to have a Material Adverse Effect on the Company or its Subsidiaries, taken as a whole. (b) The execution of this Agreement Company and the performance of the obligations hereunder Subsidiaries are not currently in violation, breach or default of, and the consummation of the transactions contemplated hereby will not result in not, subject to obtaining all required regulatory approvals and making all required state and federal securities law filings, cause any material violation or violation, breach or constitute a default underof, any Laws, Orders, or Contracts applicable to the Company or any of the terms Subsidiaries except for any violations, breaches or provisions of defaults that are not reasonably likely to have a Material Adverse Effect on the METALS Documents Company and its Subsidiaries, taken as a whole. (c) All Licenses required or necessary for the METALS Charter Documents. Except as set forth on Schedule 6.9, none of the METALS Documents requires notice to, Company or the consent or approval of, any governmental agency or other third party with respect to any of the transactions contemplated hereby in order Subsidiaries to remain carry on their respective businesses as they are currently conducted have been obtained and are in full force and effect effect. The Company and consummation the Subsidiaries are in compliance with all terms of the transactions contemplated hereby will Licenses, except where the failure to so comply is not give rise reasonably likely to any right to terminationhave a Material Adverse Effect on the Company and its Subsidiaries, cancellation or acceleration or loss of any right or benefittaken as a whole.

No Violations. Neither METALS nor NEWCO is in violation of any METALS Charter Document. None of METALS, NEWCO, or, to the knowledge of METALS and NEWCO, any other party thereto, is in default under any lease, instrument, agreement, license, or permit to which METALS or NEWCO is a party, or by which METALS or NEWCO, or any of their respective properties, are bound (collectively, the "METALS Documents"); and (a) the rights and benefits of METALS and NEWCO under the METALS Documents will not be adversely affected by the transactions contemplated hereby and (b) Neither the execution and delivery of this Agreement by METALS and NEWCO and the performance of their obligations hereunder do notICP, and the consummation of the transactions contemplated hereby and nor compliance by ICP with any of the terms provisions hereof will notwill: (i) violate, conflict with, or result in breach of any violation provision of, require any consent, approval or notice under, or constitute a default (or an event which, with or without notice or lapse of time, time or both), under would constitute a default) or give rise to result in a right of termination, cancellation, termination or acceleration of under, cause any obligation or available credit to loss of a material benefit cease to be available under, or result in the a creation of any lien lien, security interest, charge or encumbrance upon any of the properties or assets of METALS ICP or any NEWCO of its subsidiaries, or impair or limit the ability of ICP or any subsidiary to carry on business under, any provision of the terms, conditions or provisions of (ix) the Certificate of Incorporation ICP Governing Documents or Bylaws of METALS or the comparable governing instruments of any NEWCO, (iiy) any note, bond, mortgage, indenture or indenture, loan agreement, deed of trust trust, agreement, lien, contract or other instrument or obligation to which ICP or any license, lease, contract, commitment, agreement or arrangement to which METALS and any NEWCO of its subsidiaries is a party or by to which any of them, or any of their respective properties or assets are bound assets, may be subject or by which ICP or any of its subsidiaries is bound; or (iiiii) subject to compliance with the statutes and regulations referred to in Section 6.3(b), violate any judgment, ruling, order, decree or lawwrit, injunction, determination, award, decree, statute, ordinance, rule or regulation, regulation applicable to METALS ICP or any NEWCO of its subsidiaries (except, in the case of each of clauses (i) and (ii) above, for such violations, conflicts, breaches, defaults, terminations which, or their respective properties any consents, approvals or assets. The execution notices which if not given or received, neither, individually or in the aggregate, have had or would be reasonably expected to have a Material Adverse Effect nor would prevent or materially delay or limit the performance of this Agreement and by ICP or the performance consummation of any of the obligations hereunder transactions contemplated by this Agreement). (b) Other than in connection with or in compliance with the provisions of Securities Laws, the Competition Act, the HSR Act, the Investment Canada Act, the rules of The Toronto Stock Exchange or the American Stock Exchange, and the any other pre-merger notification or similar statutes, (i) there is no legal impediment to ICP's consummation of the transactions contemplated hereby will not result in any material violation by this Agreement and (ii) no filing or breach or constitute a default under, any of the terms or provisions of the METALS Documents or the METALS Charter Documents. Except as set forth on Schedule 6.9, none of the METALS Documents requires notice toregistration with, or the authorization, consent or approval of, any governmental agency domestic or other third party foreign public body or authority is necessary by ICP in connection with respect to the making or the consummation of the Offer, except for such filings or registrations which, if not made, or for such authorizations, consents or approvals, which, if not received, would not prevent or materially delay or limit the performance of this Agreement by ICP or the consummation of any of the transactions contemplated hereby in order to remain in full force and effect and consummation of the transactions contemplated hereby will not give rise to any right to termination, cancellation or acceleration or loss of any right or benefitby this Agreement.

No Violations. Neither METALS nor NEWCO is in violation of any METALS Charter Document. None of METALSthe execution, NEWCO, or, to the knowledge of METALS and NEWCO, any other party thereto, is in default under any lease, instrument, agreement, licensedelivery, or permit to which METALS or NEWCO is a party, or by which METALS or NEWCO, or any of their respective properties, are bound (collectively, the "METALS Documents"); and (a) the rights and benefits of METALS and NEWCO under the METALS Documents will not be adversely affected by the transactions contemplated hereby and (b) the execution and delivery performance of this Agreement by METALS and NEWCO and BancShares, FCB, or Merger Sub, as applicable, nor the execution, delivery, or performance of their obligations hereunder do notthe Bank Merger Agreement by FCB, and nor the consummation of the transactions contemplated hereby by this Agreement or the Bank Merger Agreement, will (i) assuming the approval of this Agreement and compliance the Bank Merger Agreement by BancShares as the sole shareholder of FCB in accordance with the terms hereof will notcharter and bylaws of FCB and applicable Law, conflict withand the approval of this Agreement by FCB as the sole shareholder of Merger Sub in accordance with the articles of incorporation and bylaws of Merger Sub and applicable Law, violate the charter or articles of incorporation or bylaws of BancShares, FCB, or Merger Sub or (ii) assuming that the consents, approvals, waivers, notices, filings, and registrations referred to in Section 5.2(e) have been obtained and made and all applicable waiting periods have expired, (A) violate any Law, permit, or license to which BancShares or FCB or any of their Subsidiaries (or the properties or assets of BancShares or FCB or any of their Subsidiaries) are subject or by which BancShares or FCB or any of their Subsidiaries (or the properties or assets of BancShares or FCB or any of their Subsidiaries) are bound or (B) constitute a breach or violation of or a default under (or an event which, with notice or lapse of time or both, could constitute a default under), or result in any violation or default (with or without notice or lapse of timethe termination of, or both), under or give rise to a right of termination, cancellation, or acceleration of any obligation or to loss of a material benefit underaccelerate the performance required by, or result in the creation of any lien Lien upon any of the properties or assets of METALS BancShares or FCB or any NEWCO of their Subsidiaries under, any provision of (i) the Certificate of Incorporation terms, conditions, or Bylaws of METALS or the comparable governing instruments provisions of any NEWCOContract to which BancShares or FCB, (ii) any note, bond, mortgage, indenture or deed of trust or any licenseof their Subsidiaries, lease, contract, commitment, agreement or arrangement to which METALS and any NEWCO is a party or to or by which any of their respective the properties or assets are bound of BancShares or (iii) any judgmentFCB, order, decree or law, ordinance, rule or regulation, applicable to METALS or any NEWCO of their Subsidiaries, may be subject or their respective properties or assets. The execution bound, except, in the case of this Agreement and the performance of the obligations hereunder and the consummation of the transactions contemplated hereby will not result in any material violation or breach or constitute a default underclause (B) above, any of the terms or provisions of the METALS Documents or the METALS Charter Documents. Except as set forth on Schedule 6.9for breaches, none of the METALS Documents requires notice toviolations, defaults, terminations, accelerations, or Liens that have not had and would not reasonably be expected to have, either individually or in the consent or approval ofaggregate, any governmental agency or other third party with respect to any of the transactions contemplated hereby in order to remain in full force and effect and consummation of the transactions contemplated hereby will not give rise to any right to termination, cancellation or acceleration or loss of any right or benefita Material Adverse Effect on BancShares.

No Violations. Neither METALS nor NEWCO is in violation of any METALS Charter Document. None of METALS, NEWCO, or, to the knowledge of METALS and NEWCO, any other party thereto, is in default under any lease, instrument, agreement, license, or permit to which METALS or NEWCO is a party, or by which METALS or NEWCO, or any of their respective properties, are bound (collectively, the "METALS Documents"); and (a) the rights and benefits of METALS and NEWCO under the METALS Documents will not be adversely affected by the transactions contemplated hereby and (b) the execution and delivery of this Agreement by METALS and NEWCO CanniMed, and the performance by CanniMed of their its obligations hereunder do nothereunder, and the consummation of the transactions contemplated hereby and compliance with the terms hereof will not, conflict with, or result in any violation a material violation, contravention or default (or an event which, with or without notice or lapse of time, time or both), would constitute a default) under or give rise to a right of terminationrequire any consent, cancellation, approval or acceleration of any obligation or to loss of a material benefit under, or result in the creation of any lien upon notice under any of the assets terms and conditions of METALS (A) the provisions of the constating documents of CanniMed, (B) except for compliance with the pre- merger notification provisions of the Competition Act, any Law applicable to CanniMed or any NEWCO underof its subsidiaries or any of their property, or (C) any Material Contract to which CanniMed or any of its subsidiaries is a party or to which CanniMed, any provision of (iits subsidiaries or any of their respective property or assets, may be subject or by which CanniMed or any of its subsidiaries is bound except, in each case, for ( i ) such violations, contraventions or defaults which would not, individually or in the Certificate of Incorporation or Bylaws of METALS or the comparable governing instruments of any NEWCOaggregate, reasonably be expected to be material to CanniMed; (ii) any note, bond, mortgage, indenture or deed Material Contract that is adversely impacted by a change of trust or any license, lease, contract, commitment, agreement or arrangement to which METALS control of CanniMed; and any NEWCO is a party or by which any of their respective properties or assets are bound or (iii) any judgmentsuch other obligations, orderterms, decree notices, restrictions and requirements pursuant to the Newstrike Agreement.. Except as disclosed in the CanniMed Public Disclosure Record other than in connection with or law, ordinance, rule or regulation, applicable to METALS or any NEWCO or their respective properties or assets. The execution of this Agreement and in compliance with the performance of the obligations hereunder and the consummation of the transactions contemplated hereby will not result in any material violation or breach or constitute a default under, any of the terms or provisions of the METALS Documents applicable corporate Laws and Securities Laws or the METALS Charter Documents. Except as set forth on Schedule 6.9expressly contemplated by this Agreement, none of the METALS Documents requires notice tono filing or registration with, or the authorization, consent or approval of, any governmental agency Governmental Authority or other third party stock exchange is required on the part of CanniMed in connection with respect the Contemplated Transactions, except for such filings or registrations which, if not made, or for such authorizations, consents or approvals which, if not received, would not reasonably be expected to any of prevent or materially restrict or delay the transactions contemplated hereby in order to remain in full force and effect and consummation of the transactions contemplated hereby will not give rise to any right to termination, cancellation or acceleration or loss of any right or benefitContemplated Transactions.

No Violations. (i) Neither METALS nor NEWCO is in violation of any METALS Charter Document. None of METALS, NEWCO, or, to the knowledge of METALS and NEWCO, any other party thereto, is in default under any lease, instrument, agreement, license, or permit to which METALS or NEWCO is a party, or by which METALS or NEWCO, or any of their respective properties, are bound (collectively, the "METALS Documents"); and (a) the rights and benefits of METALS and NEWCO under the METALS Documents will not be adversely affected by the transactions contemplated hereby and (b) the execution and delivery of this Agreement by METALS and NEWCO and E&C nor the performance of their obligations hereunder do not, and the consummation completion of the transactions contemplated hereby and compliance Arrangement in accordance with the terms hereof, nor compliance by E&C with any of the provisions hereof will notwill: (A) except as set forth in Section 3.1(c) of the Disclosure Letter, violate, conflict with, change the rights or obligations of any Party under, result in a breach of any violation provision of, require any consent, approval or notice under, constitute a default (or an event which, with or without notice or lapse of time, time or both), under would constitute a default) or give rise to result in a right of termination, cancellation, termination or acceleration of any obligation or to loss of a material benefit under, or result in the creation of any lien Lien upon any of the properties or assets of METALS E&C or any NEWCO underof its Subsidiaries, or in any provision such Lien becoming (or being capable of becoming) enforceable against any such properties or assets, or cause any indebtedness to come due before its stated maturity or cause any credit commitment or obligation to cease to be available or cause any payment or other obligation to be imposed on E&C or any of its Subsidiaries under any of the terms, conditions or provisions of (i1) the Certificate of Incorporation their respective charters or Bylaws of METALS by-laws or the other comparable governing instruments of any NEWCO, organizational documents; or (ii2) any note, bond, mortgage, indenture or indenture, loan agreement, deed of trust trust, Lien, or other Contract to which E&C or any license, lease, contract, commitment, agreement or arrangement to which METALS and any NEWCO of its Subsidiaries is a party or by which any of them, or any of their respective properties or assets are is bound which, in the case of Section 3.1(c)(i)(A)(2) only, would when taken singularly or together, result in a Material Adverse Effect on E&C; (iiiB) except for distributing and filing the Circular in accordance with applicable corporate and Securities Laws and obtaining the approval of the E&C Securityholders pursuant to the Interim Order, (1) violate any Law or any judgment, order, order or decree or law, ordinance, rule or regulation, in each case applicable to METALS E&C or any NEWCO of its Subsidiaries or any of their respective properties or assets. The ; or (2) cause the suspension or revocation of any Permit currently in effect which in any such case would, when taken singularly or together, result in a Material Adverse Effect on E&C; or (C) except as set forth in Section 3.1(c) of the Disclosure Letter, (1) result in any payment (including severance, unemployment compensation, golden parachute, change of control, retention, bonus or otherwise) becoming due to any current or former director, officer or employee of, or consultant to, E&C or any of its Subsidiaries; or (2) result in any increase or acceleration of contributions, liabilities or benefits, or acceleration of vesting, under any E&C Benefit Plan or restriction imposed on any asset held in connection with a E&C Benefit Plan or otherwise. (ii) Other than in connection with or in compliance with the provisions of applicable corporate and Securities Law, including distributing and filing the Circular in accordance with applicable corporate and Securities Laws and obtaining the approval of the relevant E&C Securityholders pursuant to the Interim Order and obtaining the Final Order, (A) there is no legal impediment to the execution and delivery of this Agreement by E&C; and the performance of the obligations hereunder and the consummation of the transactions contemplated hereby will not result in any material violation (B) no filing or breach or constitute a default under, any of the terms or provisions of the METALS Documents or the METALS Charter Documents. Except as set forth on Schedule 6.9, none of the METALS Documents requires notice toregistration with, or the authorization, consent or approval of, any governmental agency Governmental Entity is required of E&C or other third party its Subsidiaries in connection with respect to any the execution and delivery of this Agreement by E&C or the completion of the transactions contemplated hereby in order to remain in full force and effect and consummation of the transactions contemplated hereby will not give rise to any right to termination, cancellation or acceleration or loss of any right or benefitArrangement.

No Violations. Neither METALS nor NEWCO is in violation of any METALS Charter Document. None of METALSThe execution, NEWCO, or, to the knowledge of METALS delivery and NEWCO, any other party thereto, is in default under any lease, instrument, agreement, license, or permit to which METALS or NEWCO is a party, or by which METALS or NEWCO, or any of their respective properties, are bound (collectively, the "METALS Documents"); and (a) the rights and benefits of METALS and NEWCO under the METALS Documents will not be adversely affected by the transactions contemplated hereby and (b) the execution and delivery performance of this Agreement Plan by METALS Western and NEWCO and the performance of their obligations hereunder Western Bank do not, and the consummation of the transactions contemplated hereby by Western and compliance with the terms hereof Western Bank will not, conflict withconstitute (i) a breach or violation of, or a default under, any law, rule or regulation or any judgment, decree, order, governmental permit or license to which Western or any of its Subsidiaries (or any of their respective properties) is subject, which breach, violation or default would have a Material Adverse Effect on Western or Western Bank, or enable any person to enjoin the Merger or the other transactions contemplated hereby, (ii) a breach or violation of, or a default under, the articles of incorporation or by-laws or similar organizational documents of Western or any of its Subsidiaries or (iii) a breach or violation of, or a default under (or an event which with due notice or lapse of time or both would constitute a default under), or result in any violation or default (with or without notice or lapse of timethe termination of, or both), under or give rise to a right of termination, cancellation, or acceleration of any obligation or to loss of a material benefit underaccelerate the performance required by, or result in the creation of any lien lien, pledge, security interest, charge or other encumbrance upon any of the properties or assets of METALS Western or any NEWCO of its Subsidiaries under, any provision of (i) the Certificate terms, conditions or provisions of Incorporation or Bylaws of METALS or the comparable governing instruments of any NEWCO, (ii) any note, bond, mortgageindenture, indenture or deed of trust trust, loan agreement or other agreement, instrument or obligation to which Western or any license, lease, contract, commitment, agreement or arrangement to which METALS and any NEWCO of its Subsidiaries is a party party, or by to which any of their respective properties or assets are may be bound or affected, PROVIDED, HOWEVER, that this clause (iii) shall not apply to any judgmentbreach, orderviolation or default of any such agreement, decree instrument or law, ordinance, rule obligation which involves payments to or regulation, applicable to METALS by Western or any NEWCO or their respective properties or assets. The execution of this Agreement and the performance its Subsidiaries of the obligations hereunder any amount not exceeding $250,000 per year; and the consummation of the transactions contemplated hereby will not require any approval, consent or waiver under any such law, rule, regulation, judgment, decree, order, governmental permit or license or the approval, consent or waiver of any other party to any such agreement, indenture or instrument, other than (i) the required approvals, consents and waivers of governmental authorities referred to in Section 5.1(b) hereof, (ii) any such approval, consent or waiver that already has been obtained, (iii) the FDIC, (iv) the Commissioner and (v) any other approvals, consents or waivers the absence of which, individually or in the aggregate, would not result in a Material Adverse Effect on Western or enable any material violation or breach or constitute a default under, any of person to enjoin the terms or provisions of the METALS Documents or the METALS Charter Documents. Except as set forth on Schedule 6.9, none of the METALS Documents requires notice to, or the consent or approval of, any governmental agency or other third party with respect to any of the transactions contemplated hereby in order to remain in full force and effect and consummation of the transactions contemplated hereby will not give rise to any right to termination, cancellation or acceleration or loss of any right or benefitMerger.

No Violations. Neither METALS nor NEWCO is in violation of any METALS Charter Document. None of METALS, NEWCO, or, to the knowledge of METALS and NEWCO, any other party thereto, is in default under any lease, instrument, agreement, license, or permit to which METALS or NEWCO is a party, or by which METALS or NEWCO, or any of their respective properties, are bound (collectively, the "METALS Documents"); and (a) the rights and benefits of METALS and NEWCO under the METALS Documents will not be adversely affected by the transactions contemplated hereby and (b) Neither the execution and delivery of this Agreement by METALS and NEWCO and the performance of their obligations hereunder do notRDT, and the consummation by it of the transactions contemplated hereby and nor compliance by it with any of the terms provisions hereof will notwill: (i) violate, conflict with, or result in a breach of any violation provision of, require any consent, approval or notice under, or constitute a default (or an event which, with or without notice or lapse of time, time or both), under would constitute a default) or give rise to result in a right of termination, cancellation, termination or acceleration of any obligation or to loss of a material benefit under, or result in the a creation of any lien lien, security interest, charge or encumbrance upon any of the properties or assets of METALS or any NEWCO RDT under, any provision of the terms, conditions or provisions of (iA) the Certificate of Incorporation RDT Governing Documents or Bylaws of METALS or the comparable governing instruments of any NEWCO, (iiB) any note, bond, mortgage, indenture or indenture, loan agreement, deed of trust trust, agreement, lien, contract or any license, lease, contract, commitment, agreement other instrument or arrangement obligation to which METALS and any NEWCO RDT is a party or by to which it or any of their its respective properties or assets are bound assets, may be subject or by which RDT is bound; or (iiiii) subject to compliance with Corporate Laws and Securities Laws, violate any judgment, ruling, order, decree or lawwrit, injunction, determination, award, decree, statute, ordinance, rule or regulation, regulation applicable to METALS RDT (except for, in the case of each of clauses (i) and (ii) above, such violations, conflicts, breaches, defaults, terminations, accelerations which, or any NEWCO consents, approvals or their respective properties notices which if not given or assets. The received, would not have any Material Adverse Effect on RDT). (b) Other than in connection with or in compliance with the provisions of Corporate Laws and Securities Laws, (i) there is no legal impediment to the performance by RDT of its obligations under this Agreement or to the execution and delivery of this Agreement by RDT and the performance of the obligations hereunder and the consummation of the transactions contemplated hereby will not result in any material violation (ii) no filing or breach or constitute a default under, any of the terms or provisions of the METALS Documents or the METALS Charter Documents. Except as set forth on Schedule 6.9, none of the METALS Documents requires notice toregistration with, or the authorization, consent or approval of, any governmental agency domestic or other third party foreign public body or authority is necessary by RDT in connection with respect to any of the transactions contemplated hereby in order to remain in full force and effect and consummation of the transactions contemplated hereby will Amalgamation, except for such filings or registrations which, if not give rise to any right to terminationmade, cancellation or acceleration for such authorizations, consents or loss of any right or benefitapprovals, which, if not received, would not have a Material Adverse Effect on RDT.

No Violations. Neither METALS nor NEWCO is in violation of any METALS Charter Document. None of METALSthe authorization, NEWCO, or, to the knowledge of METALS and NEWCO, any other party thereto, is in default under any lease, instrument, agreement, license, or permit to which METALS or NEWCO is a party, or by which METALS or NEWCO, or any of their respective properties, are bound (collectively, the "METALS Documents"); and (a) the rights and benefits of METALS and NEWCO under the METALS Documents will not be adversely affected by the transactions contemplated hereby and (b) the execution and delivery of this Agreement by METALS and NEWCO and Golden, the performance of their obligations hereunder do not, and the consummation completion of the transactions contemplated hereby and by this Agreement or the Plan of Arrangement, or compliance by Golden with any of the terms provisions hereof will notor thereof will: (1) violate, conflict with, or result in any violation or default (with or without notice or the passage of time) in a violation or breach of any provision of, require, except for the Key Third Party Consents, any consent, approval or notice under, constitute a default (or an event which, with notice or lapse of time, time or both), under would constitute a default) or give rise to result in a right of termination, cancellation, termination or acceleration of any obligation or to loss of a material benefit under, or result in the creation of any lien Lien upon any of the properties or assets of METALS Golden or any NEWCO underof its subsidiaries, cause any provision indebtedness to come due before its stated maturity, cause any credit commitment to cease to be available or cause any payment or other obligation to be imposed on Golden or its subsidiaries, under any of the terms, conditions or provisions of (iA) any laws applicable to Golden including, without limitation, applicable Securities Laws and the Certificate rules and regulations of Incorporation or Bylaws of METALS or the comparable governing instruments of any NEWCOTSX and NYSE Amex, (iiB) their respective articles, by-laws or other comparable organizational documents or resolutions, or (C) any note, bond, mortgage, indenture or indenture, loan agreement, deed of trust trust, Lien, license, Permit, or other Golden Contract; or (2) subject to obtaining the Key Regulatory Approvals, (x) result (with or without notice or the passage of time) in a violation or breach of or constitute a default under any provisions of any Laws applicable to Golden, or any license, lease, contract, commitment, agreement its subsidiaries or arrangement to which METALS and any NEWCO is a party or by which any of their respective properties or assets are bound assets; or (iiiy) cause the suspension or revocation of any judgment, order, decree or law, ordinance, rule or regulation, applicable to METALS Permit currently in effect in respect of Golden or any NEWCO of its subsidiaries (except, in the case of each of clauses (1) and (2) above, for such violations, conflicts, breaches, defaults, terminations, accelerations, suspensions or their respective properties creations of Liens which, or assetsany consents (expressly excluding the Key Third-Party Consents and Key Regulatory Approvals), approvals or notices which if not given or received, would not, individually or in the aggregate, reasonably be expected to have any Golden Material Adverse Effect). The execution authorization of this Agreement Agreement, the execution and delivery by Golden of this Agreement, the performance by Golden of the its obligations hereunder under this Agreement, and the consummation by Golden of the transactions contemplated hereby will not result in any material violation or breach or constitute a default underArrangement, any of the terms or provisions of the METALS Documents or the METALS Charter Documents. Except as set forth on Schedule 6.9, none of the METALS Documents requires notice to, or the consent or approval of, any governmental agency or other third party with respect to any of the transactions contemplated hereby in order to remain in full force and effect and consummation of the transactions contemplated hereby will not give rise to any right to terminationrights of first refusal or trigger any change in control provisions or any restrictions or limitation under any note, cancellation bond, mortgage, indenture, loan agreement, deed of trust, Lien, license, Permit or acceleration other Golden Contract, or loss result in the imposition of any right encumbrance, charge or benefitLien upon any of Golden’s assets or the assets of any of its subsidiaries.

No Violations. Neither METALS nor NEWCO is in violation of any METALS Charter Document. None of METALS, NEWCO, or, to the knowledge of METALS and NEWCO, any other party thereto, is in default under any lease, instrument, agreement, license, or permit to which METALS or NEWCO is a party, or Except as contemplated by which METALS or NEWCO, or any of their respective properties, are bound (collectively, the "METALS Documents"); andthis Agreement: (ai) the rights and benefits of METALS and NEWCO under the METALS Documents will not be adversely affected by the transactions contemplated hereby and (b) neither the execution and delivery of this Agreement by METALS Storm and NEWCO and the performance of their obligations hereunder do not, and ExploreCo nor the consummation of the transactions contemplated hereby and by the Arrangement nor compliance by the Storm Parties with any of the terms provisions hereof will notwill: (A) violate, conflict with, or result in a breach of any violation provision of, require any consent, approval or notice under, or constitute a default (or an event which, with or without notice or lapse of time, time or both), under would constitute a default) or give rise to result in a right of termination, cancellation, termination or acceleration of any obligation or to loss of a material benefit under, or result in the creation of any lien Encumbrance upon any of the properties or assets of METALS the Storm Group or cause any NEWCO underindebtedness to come due before its stated maturity or cause any credit to cease to be available, under any provision of the terms, conditions or provisions of: (i1) the Certificate articles or by-laws of Incorporation either Storm Party; or Bylaws of METALS or the comparable governing instruments of any NEWCO, (ii2) any note, bond, mortgage, indenture or indenture, loan agreement, deed of trust agreement, lien, contract or any license, lease, contract, commitment, agreement other instrument or arrangement obligation to which METALS and any NEWCO a member of the Storm Group is a party or to which any of them, or any of their respective properties or assets, may be subject or by which a member of the Storm Group is bound; or (B) subject to compliance with applicable statutes and regulations and stock exchange rules, violate any judgment, ruling, order, writ, injunction, determination, award, decree, statute, ordinance, rule or regulation applicable to the Storm Group or any of their respective properties or assets are bound (except, in the case of each of clauses (A) and (B) above, for such violations, conflicts, breaches, defaults, terminations, accelerations or (iii) any judgmentcreations of encumbrances which, order, decree or law, ordinance, rule or regulation, applicable to METALS or any NEWCO consents, approvals or their respective properties notices which if not given or assets. The execution received, would not, individually or in the aggregate, have any Material Adverse Effect on Storm, or significantly impede the ability of this Agreement the Storm Parties to consummate the transactions contemplated by the Arrangement); or (C) cause the suspension or revocation of any authorization, consent, approval or license currently in effect which would, individually or in the aggregate, have a Material Adverse Effect on ARC; and (ii) other than in connection with or in compliance with the provisions of Applicable Laws in relation to the completion of the Arrangement or which are required to be fulfilled post Arrangement, and except for the requisite approval of Storm Shareholders and the performance obtaining of the obligations hereunder and Final Order: (A) there is no legal impediment to the Storm Parties’ consummation of the transactions contemplated hereby will not result in any material violation Arrangement; and (B) no filing or breach or constitute a default under, any of the terms or provisions of the METALS Documents or the METALS Charter Documents. Except as set forth on Schedule 6.9, none of the METALS Documents requires notice toregistration with, or the authorization, consent or approval of, any governmental agency domestic or other third party with respect to any foreign public body or authority is required of the transactions contemplated hereby Storm Parties in order to remain in full force and effect and connection with the consummation of the transactions contemplated hereby will Arrangement, except for such filings or registrations which, if not give rise made, or for such authorizations, consents or approvals which, if not received, would not, individually or in the aggregate, have a Material Adverse Effect on Storm, or significantly impede the ability of the Storm Parties to any right to termination, cancellation or acceleration or loss of any right or benefitconsummate the Arrangement.

No Violations. Neither METALS nor NEWCO is in violation of any METALS Charter Document. None of METALS, NEWCO, or, to the knowledge of METALS and NEWCO, any other party thereto, is in default under any lease, instrument, agreement, license, or permit to which METALS or NEWCO is a party, or by which METALS or NEWCO, or any of their respective properties, are bound (collectively, the "METALS Documents"); and (a) the rights and benefits of METALS and NEWCO under the METALS Documents will not be adversely affected by the transactions contemplated hereby and (b) Neither the execution and delivery of this Agreement by METALS and NEWCO and the performance of their obligations hereunder do notAPF, and the consummation of the transactions contemplated hereby and nor compliance by APF with any of the terms provisions hereof will notwill: (i) violate, conflict with, or result in breach of any violation provision of, require any consent, approval or notice under, or constitute a default (or an event which, with or without notice or lapse of time, time or both), under would constitute a default) or give rise to result in a right of termination, cancellation, termination or acceleration of any obligation or to loss of a material benefit under, or result in the a creation of any lien lien, security interest, charge or encumbrance upon any of the properties or assets of METALS APF or APF Trust or any NEWCO of their subsidiaries under, any provision of the terms, conditions or provisions of (ix) the Certificate of Incorporation or Bylaws of METALS APF Governing Documents or the comparable governing instruments formation documents of any NEWCO, APF Trust or (iiy) any note, bond, mortgage, indenture or indenture, loan agreement, deed of trust trust, agreement, lien, contract or other material instrument or obligation to which APF or APF Trust or any license, lease, contract, commitment, agreement or arrangement to which METALS and any NEWCO of their subsidiaries is a party or by to which any of them, or any of their respective properties or assets are bound assets, may be subject or by which APF or APF Trust or any of their subsidiaries is bound; (iiiii) subject to compliance with the statutes and regulations referred to in Section 7.3(b), violate any judgmentjudgement, ruling, order, decree or lawwrit, injunction, determination, award, decree, statute, ordinance, rule or regulation, regulation applicable to METALS APF or APF Trust or any NEWCO of their subsidiaries (except, in the case of each of clauses (i) and (ii) above, for such violations, conflicts, breaches, defaults, terminations which, or any consents, approvals or notices which if not given or received, would not have any Material Adverse Effect on the business, operations or financial condition of APF and APF Trust and their respective properties subsidiaries taken as a whole or assets. The execution on the ability of this Agreement APF and APF Trust to consummate the performance transactions contemplated hereby); or (iii) cause the suspension or revocation of any authorization, consent, approval or license currently in effect which would have a Material Adverse Effect on the business, operations or financial condition of APF and APF Trust and their subsidiaries taken as a whole. (b) Other than in connection with or in compliance with the provisions of Securities Laws, the rules of the obligations hereunder TSX, the United States Securities Exchange Act of 1934, as amended, (the “Exchange Act”) state securities or “blue-sky” laws of the states of the United States, as amended, and any pre-merger notification statutes, (i) there is no legal impediment to the consummation by APF and APF Trust of the transactions contemplated hereby will not result in any material violation by this Agreement and (ii) no filing or breach or constitute a default under, any of the terms or provisions of the METALS Documents or the METALS Charter Documents. Except as set forth on Schedule 6.9, none of the METALS Documents requires notice toregistration with, or the authorization, consent or approval of, any governmental agency domestic or other third party foreign public body or authority is necessary by APF or APF Trust in connection with respect the making or the consummation of the Offer, except for such filings or registrations which, if not made, or for such authorizations, consents or approvals, which, if not received, would not have a Material Adverse Effect on APF or APF Trust or on the ability of APF or APF Trust to any of consummate the transactions contemplated hereby in order to remain in full force and effect and consummation of the transactions contemplated hereby will not give rise to any right to termination, cancellation or acceleration or loss of any right or benefithereby.

No Violations. Neither METALS nor NEWCO is in violation of any METALS Charter Document. None of METALSThe execution, NEWCO, or, to the knowledge of METALS delivery and NEWCO, any other party thereto, is in default under any lease, instrument, agreement, license, or permit to which METALS or NEWCO is a party, or by which METALS or NEWCO, or any of their respective properties, are bound (collectively, the "METALS Documents"); and (a) the rights and benefits of METALS and NEWCO under the METALS Documents will not be adversely affected by the transactions contemplated hereby and (b) the execution and delivery performance of this Agreement by METALS and NEWCO and the performance of their obligations hereunder TRFC do not, and the consummation of the transactions contemplated hereby and compliance with the terms hereof will not, conflict withconstitute (i) assuming receipt of all Requisite Regulatory Approvals (as defined below) and requisite stockholder approvals, a breach or violation of, or a default under, any law, rule or regulation or any judgment, decree, order, governmental permit or license, or agreement, indenture or instrument of TRFC or any of its Subsidiaries, or to which TRFC or any of its Subsidiaries (or any of their respective properties) is subject, (ii) a breach or violation of, or a default under, the certificate of incorporation or bylaws of TRFC or the similar organizational documents of any of its Subsidiaries or (iii) a breach or violation of, or a default under (or an event which, with due notice or lapse of time or both, would constitute a default under), or result in any violation or default (with or without notice or lapse of timethe termination of, or both), under or give rise to a right of termination, cancellation, or acceleration of any obligation or to loss of a material benefit underaccelerate the performance required by, or result in the creation of any lien lien, pledge, security interest, charge or other encumbrance upon any of the properties or assets of METALS TRFC or any NEWCO of its Subsidiaries, under, any provision of (i) the Certificate terms, conditions or provisions of Incorporation or Bylaws of METALS or the comparable governing instruments of any NEWCO, (ii) any note, bond, mortgageindenture, indenture or deed of trust trust, loan agreement or other agreement, instrument or obligation to which TRFC or any license, lease, contract, commitment, agreement or arrangement to which METALS and any NEWCO of its Subsidiaries is a party party, or by to which any of their respective properties or assets are bound or (iii) any judgment, order, decree or law, ordinance, rule or regulation, applicable to METALS or any NEWCO or their respective properties or assets. The execution of this Agreement and the performance of the obligations hereunder may be subject; and the consummation of the transactions (including the Bank Merger) contemplated hereby (exclusive of the effect of any changes effected pursuant to Section 1.7) will not result require any approval, consent or waiver under any such law, rule, regulation, judgment, decree, order, governmental permit or license or the approval, consent or waiver of any other party to any such agreement, indenture or instrument, other than (x) the approval of the holders of a majority of the outstanding shares of TRFC Common Stock, (y) the approval of the Banking Board of the State of New York ("Banking Board") under Section 143-b of the Banking Law of the State of New York ("Banking Law"), the approval of the Superintendent of Banks of the State of New York ("Superintendent") under Section 601 of the Banking Law and any other requirement of the Banking Board or the Superintendent, the approval of the Board of Governors of the Federal Reserve System ("FRB") under the BHCA if necessary (or the receipt of a waiver of such requirement), the approval of the Office of Thrift Supervision under the Home Owners' Loan Act of 1933, as amended ("HOLA"), and the approval of the appropriate regulatory authority under Section 18(c) of the FDIA (collectively, the "Requisite Regulatory Approvals"), and (z) such approvals, consents or waivers as are required under the federal and state securities or "blue sky" laws in any material violation or breach or constitute a default underconnection with the transactions contemplated by this Agreement. As of the date hereof, the executive officers of TRFC know of no reason pertaining to TRFC why any of the terms or provisions of approvals referred to in this Section 2.3(e) should not be obtained without the METALS Documents or the METALS Charter Documents. Except as set forth on Schedule 6.9, none of the METALS Documents requires notice to, or the consent or approval of, any governmental agency or other third party with respect to any of the transactions contemplated hereby in order to remain in full force and effect and consummation of the transactions contemplated hereby will not give rise to any right to termination, cancellation or acceleration or loss imposition of any right material condition or benefitrestriction described in the proviso to Section 5.1(b).

No Violations. Neither METALS nor NEWCO is in violation of any METALS Charter Document. None of METALSthe authorization, NEWCO, or, to the knowledge of METALS and NEWCO, any other party thereto, is in default under any lease, instrument, agreement, license, or permit to which METALS or NEWCO is a party, or by which METALS or NEWCO, or any of their respective properties, are bound (collectively, the "METALS Documents"); and (a) the rights and benefits of METALS and NEWCO under the METALS Documents will not be adversely affected by the transactions contemplated hereby and (b) the execution and delivery of this Agreement by METALS and NEWCO and Lxxxxx nor the performance of their obligations hereunder do not, and the consummation completion of the transactions contemplated hereby and by this Agreement or the Arrangement pursuant to the Plan of Arrangement, nor the performance of its obligations thereunder, nor compliance by Lxxxxx with any of the terms provisions hereof will notwill: (i) violate, conflict with, or result in any violation or default (with or without notice or the passage of time) in a violation or breach of any provision of, or require, except in respect of the Key Third Party Consents, any consent, approval or notice under, or constitute a default (or an event which, with notice or lapse of time, time or both), under would constitute a default) or give rise to result in a right of termination, cancellation, termination or acceleration of any obligation or to loss of a material benefit under, or result in the creation of any lien upon Lien upon, any of the properties or assets of METALS Lxxxxx, any Lxxxxx Subsidiary or, to the knowledge of Lxxxxx, any Lxxxxx Significant Interest Company, or cause any indebtedness to come due before its stated maturity or cause any credit commitment to cease to be available or cause any payment or other obligation to be imposed on Lxxxxx or any NEWCO underLxxxxx Subsidiary under any of the terms, conditions or provisions of: (A) their respective articles, charters or by-laws or other comparable organizational documents; or (B) any Permit or Material Contract to which Lxxxxx, any provision Lxxxxx Subsidiary is a party or to which any of them, or any of their respective properties or assets, may be subject or by which Lxxxxx or any Lxxxxx Subsidiary is bound; or (ii) subject to obtaining the Key Regulatory Approvals, (A) result (with or without notice or the passage of time) in a violation or breach of or constitute a default under any provisions of any Laws applicable to Lxxxxx or any Lxxxxx Subsidiary or any of their respective properties or assets; or (B) cause the suspension or revocation of any Permit currently in effect in regard to Lxxxxx or any Lxxxxx Subsidiary (except, in the case of each of clauses (i) the Certificate of Incorporation or Bylaws of METALS or the comparable governing instruments of any NEWCO, and (ii) above, for such violations, conflicts, breaches, defaults, terminations, accelerations or creations of Liens which, or any consents (expressly excluding the Key Third-Party Consents and Key Regulatory Approvals), approvals or notices which if not given or received, would not, individually or in the aggregate, reasonably be expected to have any Material Adverse Effect). The authorization of this Agreement, the execution and delivery by Lxxxxx of this Agreement and the performance by it of its obligations under this Agreement, and the consummation by Lxxxxx of the Arrangement, will not (x) give rise to any rights of first refusal or, except as disclosed in Section 3.1(e) of the Lxxxxx Disclosure Letter, trigger any change in control provisions or any restrictions or limitation under any such note, bond, mortgage, indenture or deed of trust or any license, leaseindenture, contract, commitmentlicense, agreement franchise or arrangement to which METALS and Permit, or result in the imposition of any NEWCO is a party encumbrance, charge or by which Lien upon any of their respective properties Lxxxxx'x assets or the assets are bound of any Lxxxxx Subsidiary; or (iiiy) result in the imposition of any judgment, order, decree or law, ordinance, rule or regulation, applicable to METALS Liens upon any assets of Lxxxxx or any NEWCO or their respective properties or assetsLxxxxx Subsidiary. The Key Third Party Consents listed in Schedule “D” are the only consents, approvals and notices required from any third party under any Material Contracts of Lxxxxx or any Lxxxxx Subsidiary in order for Lxxxxx and its subsidiaries to proceed with the execution and delivery of this Agreement and the performance of the obligations hereunder and the consummation completion of the transactions contemplated hereby will not result in any material violation or breach or constitute a default under, any by this Agreement and the Arrangement pursuant to the Plan of the terms or provisions of the METALS Documents or the METALS Charter Documents. Except as set forth on Schedule 6.9, none of the METALS Documents requires notice to, or the consent or approval of, any governmental agency or other third party with respect to any of the transactions contemplated hereby in order to remain in full force and effect and consummation of the transactions contemplated hereby will not give rise to any right to termination, cancellation or acceleration or loss of any right or benefitArrangement.

No Violations. NO CONSENTS OR APPROVALS REQUIRED. Neither METALS nor NEWCO is in violation of any METALS Charter Document. None of METALS, NEWCO, or, to the knowledge of METALS and NEWCO, any other party thereto, is in default under any lease, instrument, agreement, license, or permit to which METALS or NEWCO is a party, or by which METALS or NEWCO, or any of their respective properties, are bound (collectively, the "METALS Documents"); and (a) the rights and benefits of METALS and NEWCO under the METALS Documents will not be adversely affected by the transactions contemplated hereby and (b) the execution and delivery of this Agreement or the Purchaser Agreements nor the consummation of the transactions contemplated hereby or thereby will (i) conflict with or violate any provision of the Certificate of Incorporation or by-laws of Purchaser, (ii) conflict with or violate any law, rule, regulation, ordinance, order, writ, injunction, judgment or decree applicable to Purchaser or by METALS which any of its properties or assets are bound or affected or (iii) conflict with or result in any breach of or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to others any rights of termination or cancellation of, or accelerate the performance required by or maturity of, or result in the creation of, any security interest, lien, charge or encumbrance on any of its assets or properties pursuant to any of the terms, conditions or provisions of, any note, bond, mortgage, indenture, permit, license, franchise agreement, lease, contract, or other instrument or obligation to which Purchaser is a party or by which Purchaser or any of its properties or assets is bound or affected, except, in the case of (ii) and NEWCO (iii) above, for such conflicts, violations, breaches, defaults, terminations, cancellations and accelerations which in the aggregate will not have a material adverse effect on the ability of Purchaser to consummate the transactions contemplated by this Agreement and the Purchaser Agreements. Except for applicable requirements, if any, of the HSR Act, no notice, declaration, report or other filing or registration with, and no waiver, consent, approval or authorization of, any governmental or regulatory authority or instrumentality or any other person is required to be submitted, made or obtained by Purchaser in connection with the execution, delivery or performance of their obligations hereunder do not, this Agreement or the Purchaser Agreements and the consummation of the transactions contemplated hereby and compliance with the terms hereof will not, conflict with, or result in any violation or default (with or without notice or lapse of time, or both), under or give rise to a right of termination, cancellation, or acceleration of any obligation or to loss of a material benefit under, or result in the creation of any lien upon any of the assets of METALS or any NEWCO under, any provision of (i) the Certificate of Incorporation or Bylaws of METALS or the comparable governing instruments of any NEWCO, (ii) any note, bond, mortgage, indenture or deed of trust or any license, lease, contract, commitment, agreement or arrangement to which METALS and any NEWCO is a party or by which any of their respective properties or assets are bound or (iii) any judgment, order, decree or law, ordinance, rule or regulation, applicable to METALS or any NEWCO or their respective properties or assets. The execution of this Agreement and the performance of the obligations hereunder and the consummation of the transactions contemplated hereby will not result in any material violation or breach or constitute a default under, any of the terms or provisions of the METALS Documents or the METALS Charter Documents. Except as set forth on Schedule 6.9, none of the METALS Documents requires notice to, or the consent or approval of, any governmental agency or other third party with respect to any of the transactions contemplated hereby in order to remain in full force and effect and consummation of the transactions contemplated hereby will not give rise to any right to termination, cancellation or acceleration or loss of any right or benefitthereby.

No Violations. Neither METALS nor NEWCO is in violation of any METALS Charter Document. None of METALSthe execution, NEWCO, or, to the knowledge of METALS and NEWCO, any other party thereto, is in default under any lease, instrument, agreement, licensedelivery, or permit to which METALS or NEWCO is a party, or by which METALS or NEWCO, or any of their respective properties, are bound (collectively, the "METALS Documents"); and (a) the rights and benefits of METALS and NEWCO under the METALS Documents will not be adversely affected by the transactions contemplated hereby and (b) the execution and delivery performance of this Agreement by METALS and NEWCO and the performance of their obligations hereunder do not, and CFI or Bank nor the consummation of the transactions contemplated hereby and compliance by this Agreement will (i) assuming the approval of this Agreement by the shareholders of CFI in accordance with the terms hereof will notcharter and bylaws of CFI and applicable Law and the approval of the Bank Merger Agreement by CFI as the sole shareholder of Bank in accordance with the charter and bylaws of Bank and applicable Law, conflict withviolate the charter, bylaws, or other organizational documents of CFI or Bank or any of their Subsidiaries or (ii) assuming that the consents, approvals, waivers, notices, filings, and registrations referred to in Section 4.2(f) have been obtained and made and all applicable waiting periods have expired, (A) violate any Law, permit, or license to which the Community First Parties or any of their Subsidiaries (or the properties or assets of the Community First Parties or any of their Subsidiaries) are subject or by which the Community First Parties or any of their Subsidiaries (or the properties or assets of the Community First Parties or any of their Subsidiaries) are bound or (B) constitute a breach or violation of or a default under (or an event which, with notice or lapse of time or both, could constitute a default under), or result in any violation or default (with or without notice or lapse of timethe termination of, or both), under or give rise to a right of termination, cancellation, or acceleration of any obligation or to loss of a material benefit underaccelerate the performance required by, or result in the creation of any lien Lien upon any of the properties or assets of METALS CFI or Bank or any NEWCO of their Subsidiaries under, any provision of (i) the Certificate of Incorporation terms, conditions, or Bylaws of METALS or the comparable governing instruments provisions of any NEWCOContract to which CFI or Bank, (ii) any note, bond, mortgage, indenture or deed of trust or any licenseof their Subsidiaries, lease, contract, commitment, agreement or arrangement to which METALS and any NEWCO is a party or to or by which any of their respective the properties or assets are bound of CFI or (iii) any judgmentBank, order, decree or law, ordinance, rule or regulation, applicable to METALS or any NEWCO of their Subsidiaries, may be subject or their respective properties or assets. The execution bound, except, in the case of this Agreement and the performance of the obligations hereunder and the consummation of the transactions contemplated hereby will not result in any material violation or breach or constitute a default underclause (ii) above, any of the terms or provisions of the METALS Documents or the METALS Charter Documents. Except as set forth on Schedule 6.9for breaches, none of the METALS Documents requires notice toviolations, defaults, terminations, accelerations, or liens that would not reasonably be expected to have, either individually or in the consent or approval ofaggregate, any governmental agency or other third party with respect to any of the transactions contemplated hereby in order to remain in full force and effect and consummation of the transactions contemplated hereby will not give rise to any right to termination, cancellation or acceleration or loss of any right or benefita CFI Material Adverse Effect.

No Violations. Neither METALS nor NEWCO is in violation of any METALS Charter Document. None of METALS, NEWCO, or, to the knowledge of METALS and NEWCO, any other party thereto, is in default under any lease, instrument, agreement, license, or permit to which METALS or NEWCO is a party, or by which METALS or NEWCO, or any of their respective properties, are bound (collectively, the "METALS Documents"); and (a) the rights and benefits of METALS and NEWCO under the METALS Documents will not be adversely affected by the transactions contemplated hereby and (b) the The execution and delivery of this Agreement by METALS and NEWCO and Agreement, the performance of their obligations hereunder do notother Transaction Documents, and the Offer, the Merger, the consummation of the other transactions contemplated hereby and thereby and compliance by Parent, Holdco, Xxxxxxxx and Purchaser with any of the terms provisions hereof and thereof, will not, not (i) conflict with, with or result in any breach of any provision of the Certificate of Incorporation, Bylaws, partnership agreement or other governing instruments of Parent, Holdco, Xxxxxxxx or Purchaser, (ii) require any Consent under or result in a violation or default breach of, or constitute (with or without due notice or lapse of time, time or both), under ) a default (or give rise to a any right of termination, cancellation, acceleration, suspension or acceleration of any obligation or to loss of a material benefit under, or result in the creation of any lien upon revocation) under any of the assets of METALS terms, conditions or any NEWCO under, any provision of (i) the Certificate of Incorporation or Bylaws of METALS or the comparable governing instruments provisions of any NEWCO, (ii) any note, bond, mortgage, indenture or deed of trust or any license, lease, contract, commitment, agreement or arrangement other instrument to which METALS and any NEWCO Parent, Holdco, Xxxxxxxx or Purchaser is a party or by which any of them or their respective properties or assets are may be bound (the “Parent Contracts”) or (iii) subject to obtaining the Consents from Governmental Authorities referred to in Section 3.3 hereof, contravene any judgmentLaw to which Parent, orderHoldco, decree Xxxxxxxx or law, ordinance, rule or regulation, applicable to METALS Purchaser or any NEWCO or of their respective assets or properties or assets. The are subject (taking into account the actions of all such parties prior to the execution of this Agreement Agreement), except, in the case of clauses (ii) and (iii) above, for any deviations from the performance of the obligations hereunder and foregoing which would not reasonably be expected to have a Purchaser Material Adverse Effect or prevent or materially delay the consummation of the transactions contemplated hereby will not result in by this Agreement or any material violation of the other Transaction Documents. As of the date hereof, there is no judgment, decree or breach order against Parent, Xxxxxxxx, Holdco, Purchaser or constitute a default underany of their subsidiaries or, to the knowledge of Parent, Holdco, Xxxxxxxx and Purchaser, any of the terms their directors or provisions of the METALS Documents officers (in their capacities as such), that would enjoin or the METALS Charter Documents. Except as set forth on Schedule 6.9, none of the METALS Documents requires notice to, or the consent or approval of, any governmental agency or other third party with respect to materially delay any of the transactions contemplated hereby in order to remain in full force and effect and consummation of by this Agreement or the transactions contemplated hereby will not give rise to any right to termination, cancellation or acceleration or loss of any right or benefitother Transaction Documents.

No Violations. Neither METALS the Borrower nor NEWCO any of its ------------- Subsidiaries is in violation of any METALS Charter Documentits organizational documents, by-laws, or other governing instruments. None Each of METALS, NEWCO, or, to the knowledge of METALS Borrower and NEWCO, any other party thereto, its Subsidiaries is in default under any leasecompliance with all laws applicable to it, instrument, agreement, license, and all orders and decrees of all courts and arbitrators in proceedings or permit actions to which METALS or NEWCO is a party, or by which METALS or NEWCO, or any of their respective properties, are bound (collectively, the "METALS Documents"); and (a) the rights and benefits of METALS and NEWCO under the METALS Documents will not be adversely affected by the transactions contemplated hereby and (b) the execution and delivery of this Agreement by METALS and NEWCO and the performance of their obligations hereunder do not, and the consummation of the transactions contemplated hereby and compliance with the terms hereof will not, conflict with, or result in any violation or default (with or without notice or lapse of time, or both), under or give rise to a right of termination, cancellation, or acceleration of any obligation or to loss of a material benefit under, or result in the creation of any lien upon any of the assets of METALS or any NEWCO under, any provision of (i) the Certificate of Incorporation or Bylaws of METALS or the comparable governing instruments of any NEWCO, (ii) any note, bond, mortgage, indenture or deed of trust or any license, lease, contract, commitment, agreement or arrangement to which METALS and any NEWCO it is a party or by which it is bound, where failure to comply would have a Materially Adverse Effect. Neither the Borrower nor any of their respective properties its Subsidiaries is in default in the performance of any obligation, agreement or assets are bound condition contained in any bond, debenture or (iii) note, or in any judgmentindenture, orderloan agreement, decree Material Contract or lawother agreement, ordinance, rule or regulation, applicable which default could reasonably be expected to METALS or any NEWCO or their respective properties or assetshave a Materially Adverse Effect. The execution execution, delivery and performance by the Borrower of this Agreement and the performance other Loan Documents to which it is a party do not and will not (i) require any consent or approval of the obligations hereunder and the consummation shareholders or owners of the transactions contemplated hereby will not Borrower; (ii) violate any provision of any law (including, without limitation, Regulation G, T, U or X of the Board of Governors of the Federal Reserve System) presently in effect having applicability to the Borrower or any of its Subsidiaries or any provision of their respective organizational papers or by-laws; (iii) violate, conflict or be inconsistent with, or result in any material violation or a breach of, or constitute a default under, or cause the termination or acceleration of, the organizational documents or by- laws of the Borrower or any of its Subsidiaries or any indenture or loan or credit agreement or any other agreement, lease or instrument to which the terms Borrower or provisions any of the METALS Documents its Subsidiaries is a party or the METALS Charter Documents. Except as set forth on Schedule 6.9, none of the METALS Documents requires notice toby which it or its properties may be bound or affected; or (iv) result in, or require, the consent creation or approval ofimposition of a Lien, any governmental agency upon or other third party with respect to any properties now owned or hereafter acquired by the Borrower or any of the transactions contemplated hereby in order to remain in full force and effect and consummation of the transactions contemplated hereby will not give rise to any right to terminationits Subsidiaries, cancellation or acceleration or loss of any right or benefitexcept as permitted by this Agreement.

No Violations. Neither METALS nor NEWCO is in violation of any METALS Charter Document. None of METALS, NEWCO, or, to the knowledge of METALS and NEWCO, any other party thereto, is in default under any lease, instrument, agreement, license, or permit to which METALS or NEWCO is a party, or Except as contemplated by which METALS or NEWCO, or any of their respective properties, are bound this Agreement: (collectively, the "METALS Documents"); and (ai) the rights and benefits of METALS and NEWCO under the METALS Documents will not be adversely affected by the transactions contemplated hereby and (b) neither the execution and delivery of this Agreement by METALS and NEWCO and Cona or the performance of their obligations hereunder do not, and WEF Parties nor the consummation of the Arrangement and the transactions contemplated hereby and by this Agreement nor compliance by Cona with any of the terms provisions hereof will notwill: (A) violate, conflict with, or result in a breach of any violation provision of, require any consent, approval or notice under, or constitute a default (or an event which, with or without notice or lapse of time, time or both), under would constitute a default) or give rise to result in a right of termination, cancellation, termination or acceleration of any obligation or to loss of a material benefit under, the constating or result in the creation governing documents of any lien upon any of the assets of METALS or any NEWCO under, any provision of (i) the Certificate of Incorporation or Bylaws of METALS Cona or the comparable governing instruments of any NEWCO, (ii) any note, bond, mortgage, indenture or deed of trust or any license, lease, contract, commitment, agreement or arrangement to which METALS and any NEWCO is a party or by which any of their respective properties or assets are bound WEF Parties; or (iiiB) subject to compliance with applicable statutes and regulations, violate any judgment, ruling, order, decree or lawwrit, injunction, determination, award, decree, statute, ordinance, rule or regulation, regulation applicable to METALS Cona or the WEF Parties; (except, in the case of each of clauses (A) and (B) above, for such violations, conflicts, breaches, defaults, terminations, accelerations, creations of encumbrances, suspensions or revocations which, or any NEWCO consents, approvals or their respective properties notices which if not given or assets. The execution received, would not, individually or in the aggregate, be reasonably likely to materially delay or impede the ability of this Agreement Cona to consummate the Arrangement); or (ii) other than in connection with or in compliance with the provisions of Applicable Laws in relation to the completion of the Arrangement or which are required to be fulfilled post Arrangement, and except for the requisite approvals of the Court and the performance of the obligations hereunder and the Competition Act Approval: (A) there is no legal impediment to Cona’s consummation of the transactions contemplated hereby will not result in any material violation Arrangement; and (B) no filing or breach or constitute a default under, any of the terms or provisions of the METALS Documents or the METALS Charter Documents. Except as set forth on Schedule 6.9, none of the METALS Documents requires notice toregistration with, or the authorization, consent or approval of, any governmental agency domestic or other third party foreign public body or authority is required of Cona or the WEF Parties in connection with respect to any of the transactions contemplated hereby in order to remain in full force and effect and consummation of the transactions contemplated hereby will Arrangement, except for such filings or registrations which, if not give rise made, or for such authorizations, consents or approvals which, if not received, would not, individually or in the aggregate, be reasonably likely to any right materially delay or impede the ability of Cona to termination, cancellation or acceleration or loss of any right or benefitconsummate the Arrangement.

No Violations. Neither METALS nor NEWCO is in violation of any METALS Charter Document. None of METALS, NEWCO, or, to the knowledge of METALS and NEWCO, any other party thereto, is in default under any lease, instrument, agreement, license, or permit to which METALS or NEWCO is a party, or Except as contemplated by which METALS or NEWCO, or any of their respective properties, are bound (collectively, the "METALS Documents"); andthis Agreement: (ai) the rights and benefits of METALS and NEWCO under the METALS Documents will not be adversely affected by the transactions contemplated hereby and (b) neither the execution and delivery of this Agreement by METALS and NEWCO and the performance of their obligations hereunder do not, and PhosCan nor the consummation of the transactions contemplated hereby and by the PhosCan Continuance or the Arrangement nor compliance by PhosCan with any of the terms provisions hereof will notwill:‌ (A) violate, conflict with, or result in a breach of any violation provision of, require any consent, approval or default notice under, or constitute a d efault (or an event which, with or without notice or lapse of time, time or both), under would constitute a default) or give rise to result in a right of termination, cancellation, termination or acceleration of any obligation or to loss of a material benefit under, or result in the creation of any lien Encumbrance upon any of the properties or assets of METALS PhosCan or its subsidiaries or cause any NEWCO underindebtedness to come due before its stated maturity or cause any credit to cease to be available, under any provision of the terms, conditions or provisions of: (i1) the Certificate articles or by-laws of Incorporation PhosCan; or Bylaws of METALS or the comparable governing instruments of any NEWCO, (ii2) any note, bond, mortgage, indenture or indenture, loan agreement, deed of trust trust, agreement, lien, contract or any license, lease, contract, commitment, agreement other instrument or arrangement obligation to which METALS and any NEWCO PhosCan or its subsidiaries is a party or to which any of them, or any of their respective properties or assets, may be subject or by which PhosCan is bound; or (B) subject to compliance with Applicable Laws, violate any judgment, ruling, order, writ, injunction, determination, award, decree, statute, ordinance, rule or regulation applicable to PhosCan or its subsidiaries or any of their respective properties or assets are bound (except, in the case of each of clauses (A) and (B), for such violations, conflicts, breaches, defaults, terminations, accelerations or (iii) any judgmentcreations of encumbrances which, order, decree or law, ordinance, rule or regulation, applicable to METALS or any NEWCO consents, approvals or notices which if not given or received, would not, individually or in the aggregate, have a Material Adverse Effect on PhosCan, or prevent, materially impede or significantly delay the ability of PhosCan to consummate the transactions contemplated by the PhosCan Continuance or the Arrangement in accordance with their respective properties terms); or‌ (C) cause the suspension or assets. The execution revocation of this Agreement any authorization, consent, approval or license currently in effect which would, individually or in the aggregate, have a Material Adverse Effect on PhosCan, or prevent, materially impede or significantly delay the ability of PhosCan to consummate the transactions contemplated by the PhosCan Continuance or the Arrangement in accordance with their terms; and (ii) other than in connection with or in compliance with the provisions of Applicable Laws in relation to the completion of the PhosCan Continuance and the performance Arrangement or which are required to be fulfilled following the completion of the obligations hereunder PhosCan Continuance and the Arrangement, and except for the requisite approvals of the Court, Governmental Authorities, PhosCan Shareholders and the TSX and the obtaining of the Final Order: (A) there is no legal impediment to PhosCan's consummation of the transactions contemplated hereby will not result in any material violation or breach or constitute a default under, any of the terms or provisions of the METALS Documents PhosCan Continuance or the METALS Charter Documents. Except as set forth on Schedule 6.9, none of the METALS Documents requires notice toArrangement; and (B) no filing or registration with, or the authorization, consent or approval of, any governmental agency or other third party Governmental Authority is required of PhosCan in connection with respect to any of the transactions contemplated hereby in order to remain in full force and effect and consummation of the transactions contemplated hereby will PhosCan Continuance or the Arrangement, except for such filings or registrations which, if not give rise made, or for such authorizations, consents or approvals which, if not received, would not, individually or in the aggregate, have a M aterial Adverse Effect on PhosCan, or prevent, materially impede or significantly delay the ability of PhosCan to any right to termination, cancellation consummate the PhosCan Continuance or acceleration or loss the Arrangement in accordance with the terms of any right or benefitthis Agreement.

No Violations. Neither METALS nor NEWCO is in violation of any METALS Charter Document. None of METALS, NEWCO, or, to the knowledge of METALS and NEWCO, any other party thereto, is in default under any lease, instrument, agreement, license, or permit to which METALS or NEWCO is a party, or by which METALS or NEWCO, or any of their respective properties, are bound (collectively, the "METALS Documents"); and (a) the rights and benefits of METALS and NEWCO under the METALS Documents will not be adversely affected by the transactions contemplated hereby and (b) Neither the execution and delivery of this Agreement by METALS and NEWCO and the performance of their obligations hereunder do notNUTAQ, and the consummation by it of the transactions contemplated hereby and nor compliance by NUTAQ with any of the terms provisions hereof will notwill: (i) violate, conflict with, or result in the breach of any violation provision of, require any consent, approval or notice under, or constitute a default (or an event which, with or without notice or lapse of time, time or both), under would constitute a default) or give rise to result in a right of termination, cancellation, termination or acceleration of any obligation or to loss of a material benefit under, or result in the a creation of any lien lien, security interest, charge or encumbrance upon any of the properties or assets of METALS NUTAQ under any of the terms, conditions or any NEWCO under, any provision of provisions of: (iA) the Certificate articles or by-laws of Incorporation or Bylaws of METALS or the comparable governing instruments of any NEWCO, NUTAQ; or (iiB) any material note, bond, mortgage, indenture or indenture, loan agreement, deed of trust trust, agreement, lien, contract or any license, lease, contract, commitment, agreement other instrument or arrangement obligation to which METALS and any NEWCO NUTAQ is a party or to which NUTAQ, or any of its properties or assets, may be subject or by which any of their respective properties or assets are bound or NUTAQ is bound; or (iiiii) subject to compliance with applicable Corporate Laws and applicable Securities Laws, violate any judgment, ruling, order, decree or lawwrit, injunction, determination, award, decree, statute, ordinance, rule or regulation, regulation applicable to METALS NUTAQ (except, in the case of each of clauses (i) and (ii) directly above, for such violations, conflicts, breaches, defaults, terminations which, or any NEWCO consents, approvals or their respective properties notices which if not given or assets. The received, would not have any Material Adverse Effect on NUTAQ and would not have material adverse effect on the ability of Nuran, NUTAQ and Newco to consummate the transactions contemplated hereby). (b) Other than in connection with or in compliance with the provisions of applicable Corporate Laws and applicable Securities Laws: (i) there is no legal impediment to the performance by NUTAQ of its obligations under this Agreement or to the execution and delivery of this Agreement and the performance of the obligations hereunder and the consummation of the transactions contemplated hereby will not result in any material violation by NUTAQ; and (ii) no filing or breach or constitute a default under, any of the terms or provisions of the METALS Documents or the METALS Charter Documents. Except as set forth on Schedule 6.9, none of the METALS Documents requires notice toregistration with, or the authorization, consent or approval of, any governmental agency domestic or other third party foreign public body or authority is necessary to be obtained by NUTAQ in connection with respect the consummation of the Amalgamation, except for such filings or registrations which, if not made, or for such authorizations, consents or approvals, which, if not received, would not have a Material Adverse Effect on NUTAQ and would not have a material adverse effect on the ability of NUTAQ to any of consummate the transactions contemplated hereby in order to remain in full force and effect and consummation of the transactions contemplated hereby will not give rise to any right to termination, cancellation or acceleration or loss of any right or benefithereby.

No Violations. Neither METALS nor NEWCO is in violation of any METALS Charter Document. None of METALS, NEWCO, or, Except with respect to the knowledge change of METALS control provisions in the Focus Credit Facilities and NEWCO, any other party thereto, is in default under any lease, instrument, agreement, license, FET Resources' office lease agreement or permit to which METALS or NEWCO is a party, or as contemplated by which METALS or NEWCO, or any of their respective properties, are bound (collectively, the "METALS Documents"); andthis Agreement: (ai) the rights and benefits of METALS and NEWCO under the METALS Documents will not be adversely affected by the transactions contemplated hereby and (b) neither the execution and delivery of this Agreement by METALS Focus and NEWCO and the performance of their obligations hereunder do not, and FET Resources nor the consummation of the transactions contemplated hereby Arrangement nor compliance by Focus and compliance FET Resources with any of the terms provisions hereof will notwill: (A) violate, conflict with, or result in a breach of any violation provision of, require any consent, approval or notice under, or constitute a default (or an event which, with or without notice or lapse of time, time or both), under would constitute a default) or give rise to result in a right of termination, cancellation, termination or acceleration of any obligation or to loss of a material benefit under, or result in the creation of any lien encumbrance upon any of the properties or assets of METALS Focus or cause any NEWCO underindebtedness to come due before its stated maturity or cause any credit to cease to be available, under any provision of the terms, conditions or provisions of: (i1) the Certificate of Incorporation or Bylaws of METALS Focus Material Agreements or the comparable governing instruments articles, by-laws, shareholder agreements or other constating document of any NEWCO, Focus; or (ii2) any material note, bond, mortgage, indenture or indenture, loan agreement, deed of trust trust, agreement, lien, contract or any license, lease, contract, commitment, agreement other instrument or arrangement obligation to which METALS and any NEWCO Focus is a party or to which it, or any of its properties or assets, may be subject or by which any of their respective properties or assets are bound Focus is bound; or (iiiB) subject to compliance with applicable statutes and regulations, violate any judgment, ruling, order, decree or lawwrit, injunction, determination, award, decree, statute, ordinance, rule or regulation, regulation applicable to METALS Focus or any NEWCO or their respective of its properties or assets. The execution assets (except, in the case of this Agreement each of clauses (A) and (B) above, for such violations, conflicts, breaches, defaults, terminations, accelerations or creations of encumbrances which, or any consents, approvals or notices which if not given or received, would not have any Material Adverse Effect on Focus, or significantly impede the performance ability of Focus to consummate the obligations hereunder Arrangement); or (C) cause the suspension or revocation of any authorization, consent, approval or license currently in effect which would have a Material Adverse Effect on Focus; and (ii) other than in connection with or in compliance with the provisions of Applicable Laws or which are required to be filed post-Arrangement, and except for the requisite approval of Focus Securityholders: (A) there is no legal impediment to Focus' consummation of the transactions contemplated hereby will not result in any material violation Arrangement; and (B) no filing or breach or constitute a default under, any of the terms or provisions of the METALS Documents or the METALS Charter Documents. Except as set forth on Schedule 6.9, none of the METALS Documents requires notice toregistration with, or the authorization, consent or approval of, any governmental agency domestic or other third party foreign public body or authority is required of Focus in connection with respect to any of the transactions contemplated hereby in order to remain in full force and effect and consummation of the transactions contemplated hereby will Arrangement, except for such filings or registrations which, if not give rise made, or for such authorizations, consents or approvals which, if not received, would not have a Material Adverse Effect on Focus, or significantly impede the ability of Focus to any right to termination, cancellation or acceleration or loss of any right or benefitconsummate the Arrangement.

No Violations. Neither METALS nor NEWCO is in violation of any METALS Charter Document. None of METALS, NEWCO, or, to the knowledge of METALS and NEWCO, any other party thereto, is in default under any lease, instrument, agreement, license, or permit to which METALS or NEWCO is a party, or by which METALS or NEWCO, or any of their respective properties, are bound (collectively, the "METALS Documents"); and (a) the rights and benefits of METALS and NEWCO under the METALS Documents will not be adversely affected by the transactions contemplated hereby and (b) the The execution and delivery of this Agreement by METALS and NEWCO and Agreement, the performance of their obligations hereunder do notother Transaction Documents, and the Offer, the Merger, the consummation of the other transactions contemplated hereby and thereby and compliance by Parent, Holdco, Xxxxxxxx and Purchaser with any of the terms provisions hereof and thereof, will not, not (i) conflict with, with or result in any breach of any provision of the Certificate of Incorporation, Bylaws, partnership agreement or other governing instruments of Parent, Holdco, Xxxxxxxx or Purchaser, (ii) require any Consent under or result in a violation or default breach of, or constitute (with or without due notice or lapse of time, time or both), under ) a default (or give rise to a any right of termination, cancellation, acceleration, suspension or acceleration of any obligation or to loss of a material benefit under, or result in the creation of any lien upon revocation) under any of the assets of METALS terms, conditions or any NEWCO under, any provision of (i) the Certificate of Incorporation or Bylaws of METALS or the comparable governing instruments provisions of any NEWCO, (ii) any note, bond, mortgage, indenture or deed of trust or any license, lease, contract, commitment, agreement or arrangement other instrument to which METALS and any NEWCO Parent, Holdco, Xxxxxxxx or Purchaser is a party or by which any of them or their respective properties or assets are may be bound (the "PARENT CONTRACTS") or (iii) subject to obtaining the Consents from Governmental Authorities referred to in Section 3.3 hereof, contravene any judgmentLaw to which Parent, orderHoldco, decree Xxxxxxxx or law, ordinance, rule or regulation, applicable to METALS Purchaser or any NEWCO or of their respective assets or properties or assets. The are subject (taking into account the actions of all such parties prior to the execution of this Agreement Agreement), except, in the case of clauses (ii) and (iii) above, for any deviations from the performance of the obligations hereunder and foregoing which would not reasonably be expected to have a Purchaser Material Adverse Effect or prevent or materially delay the consummation of the transactions contemplated hereby will not result in by this Agreement or any material violation of the other Transaction Documents. As of the date hereof, there is no judgment, decree or breach order against Parent, Xxxxxxxx, Holdco, Purchaser or constitute a default underany of their subsidiaries or, to the knowledge of Parent, Holdco, Xxxxxxxx and Purchaser, any of the terms their directors or provisions of the METALS Documents officers (in their capacities as such), that would enjoin or the METALS Charter Documents. Except as set forth on Schedule 6.9, none of the METALS Documents requires notice to, or the consent or approval of, any governmental agency or other third party with respect to materially delay any of the transactions contemplated hereby in order to remain in full force and effect and consummation of by this Agreement or the transactions contemplated hereby will not give rise to any right to termination, cancellation or acceleration or loss of any right or benefitother Transaction Documents.

No Violations. Neither METALS nor NEWCO is in violation of any METALS Charter Document. None of METALS, NEWCO, or, After giving effect to the knowledge use of METALS proceeds as set forth in the Time of Sale Information, none of the issuance and NEWCOsale of the Securities and the Guarantees, any other party theretothe execution, is in default under any lease, instrument, agreement, license, or permit delivery and performance of each of the Transaction Documents by the Calumet Parties to which METALS or NEWCO each is a partyparty or of the Anchor Acquisition Agreement, or by which METALS or NEWCO, or any of their respective properties, are bound (collectively, the "METALS Documents"); and (a) the rights and benefits of METALS and NEWCO under the METALS Documents will not be adversely affected compliance by the transactions contemplated hereby and (b) Calumet Parties with the execution and delivery of this Agreement by METALS and NEWCO and the performance of their obligations hereunder do not, terms hereof or thereof and the consummation of the transactions contemplated hereby and compliance by the Transaction Documents (i) constitutes or will constitute a violation of the Organizational Agreements or the certificates or articles of incorporation, limited partnership or formation, bylaws or other organizational documents, as the case may be, of such Calumet Party (collectively with the terms hereof Organizational Agreements, the “Organizational Documents”), (ii) constitutes or will not, conflict withconstitute a breach or violation of, or result in any violation a default under (or default (an event that, with or without notice or lapse of time, time or both, would constitute such a default), under any indenture, mortgage, deed of trust, loan agreement, lease or give rise other agreement or instrument to a right of termination, cancellation, or acceleration of any obligation or to loss of a material benefit under, or result in the creation of any lien upon which any of the assets of METALS or any NEWCO under, any provision of (i) the Certificate of Incorporation or Bylaws of METALS or the comparable governing instruments of any NEWCO, (ii) any note, bond, mortgage, indenture or deed of trust or any license, lease, contract, commitment, agreement or arrangement to which METALS and any NEWCO Calumet Parties is a party or by which any of them or any of their respective properties or assets are may be bound or subject, (iii) violates or will violate any statute, law or regulation or any order, rule, judgment, order, decree or law, ordinance, rule injunction of any court or regulation, applicable to METALS governmental agency or any NEWCO or their respective properties or assets. The execution of this Agreement and the performance of the obligations hereunder and the consummation of the transactions contemplated hereby will not result in any material violation or breach or constitute a default under, body having jurisdiction over any of the terms Calumet Parties or provisions any of their properties or (iv) results or will result in the METALS Documents creation or the METALS Charter Documents. Except as set forth on Schedule 6.9imposition of any lien, none charge or encumbrance upon any property or assets of the METALS Documents requires notice to, or the consent or approval of, any governmental agency or other third party with respect to any of the transactions contemplated hereby Calumet Parties, which breaches, violations, defaults, liens, charges or encumbrances, in order the case of clauses (ii), (iii) or (iv), would reasonably be expected to remain have, individually or in full force and effect and consummation the aggregate, a Material Adverse Effect or materially impair the ability of any of the transactions contemplated hereby will not give rise Calumet Parties to any right perform their obligations under the Transaction Documents or of Calumet to termination, cancellation or acceleration or loss of any right or benefitperform its obligations under the Anchor Acquisition Agreement.

No Violations. Neither METALS nor NEWCO is in violation of any METALS Charter Document. None of METALS, NEWCO, or, to the knowledge of METALS and NEWCO, any other party thereto, is in default under any lease, instrument, agreement, license, or permit to which METALS or NEWCO is a party, or by which METALS or NEWCO, or any of their respective properties, are bound (collectively, the "METALS Documents"); and (a) the rights and benefits of METALS and NEWCO under the METALS Documents will not be adversely affected by the transactions contemplated hereby and (b) the execution and delivery nor xxx xelivery of this Agreement by METALS and NEWCO and the performance of their obligations hereunder do not, and nor the consummation of the transactions contemplated hereby and compliance hereby: (i) Requires any filing or registration with, or consent, authorization, approval, or permit of, any governmental or regulatory authority on the part of BOWLIN; (ii) Violates or will violate (A) any order, xxxt, injunction, judgment, decree, or award of any court or governmental or regulatory authority, or (B) to the knowledge of BOWLIN, violates or will violate any law of any governmental or xxxxxxtory authority to which BOWLIN or any of its properties or assets are subject; (xxx) Violates or will violate, or conflicts with the terms hereof or will not, conflict with, any provision of, or result in any violation constitutes a default under, the Articles of Incorporation or Bylaws of BOWLIN; or (iv) Except as set forth on Schedule 3.1(c), xxolates or breaches or constitutes a default (or an event which, with or without notice or lapse of time, time or both), under would constitute a default) under, or give rise to a right of termination, cancellation, or acceleration of any obligation or to loss of a material benefit under, or result in the creation of any lien upon any of the assets of METALS or any NEWCO underterminate, any provision of (i) the Certificate of Incorporation or Bylaws of METALS or the comparable governing instruments of any NEWCO, (ii) any note, bond, mortgage, indenture or contract, agreement, deed of trust or any trust, license, lease, contractor other instrument, arrangement, commitment, agreement obligation, understanding, or arrangement restriction of any kind to which METALS and any NEWCO BOWLIN is a party or by which any of their respective its properties or assets are bound may be bound, or (iiiii) xxxx xause, or give any judgmentperson grounds to cause, orderto be accelerated (with notice or lapse of time or both) the maturity of, decree or law, ordinance, rule or regulation, applicable to METALS or any NEWCO or their respective properties or assets. The execution of this Agreement and the performance of the obligations hereunder and the consummation of the transactions contemplated hereby will not result in any material violation or breach or constitute a default underincrease, any liability or obligation of BOWLIN which violation, breach, default, liability, or obligation, xxxxvidually or in the terms aggregate, is or provisions would be material to the business or financial condition of the METALS Documents BOWLIN or the METALS Charter Documents. Except Travel Centers Business taken as set forth on Schedule 6.9, none of the METALS Documents requires notice to, or the consent or approval of, any governmental agency or other third party with respect to any of the transactions contemplated hereby in order to remain in full force and effect and consummation of the transactions contemplated hereby will not give rise to any right to termination, cancellation or acceleration or loss of any right or benefita whole.

No Violations. Neither METALS nor NEWCO is in violation of any METALS Charter Document. None of METALSThe execution, NEWCO, or, to the knowledge of METALS delivery and NEWCO, any other party thereto, is in default under any lease, instrument, agreement, license, or permit to which METALS or NEWCO is a party, or by which METALS or NEWCO, or any of their respective properties, are bound (collectively, the "METALS Documents"); and (a) the rights and benefits of METALS and NEWCO under the METALS Documents will not be adversely affected by the transactions contemplated hereby and (b) the execution and delivery performance of this ------------- Agreement by METALS and NEWCO and the performance of their obligations hereunder TRFC do not, and the consummation of the transactions contemplated hereby and compliance with the terms hereof will not, conflict withconstitute (i) assuming receipt of all Requisite Regulatory Approvals (as defined below) and requisite stockholder approvals, a breach or violation of, or a default under, any law, rule or regulation or any judgment, decree, order, governmental permit or license, or agreement, indenture or instrument of TRFC or any of its Subsidiaries, or to which TRFC or any of its Subsidiaries (or any of their respective properties) is subject, (ii) a breach or violation of, or a default under, the certificate of incorporation or bylaws of TRFC or the similar organizational documents of any of its Subsidiaries or (iii) a breach or violation of, or a default under (or an event which, with due notice or lapse of time or both, would constitute a default under), or result in any violation or default (with or without notice or lapse of timethe termination of, or both), under or give rise to a right of termination, cancellation, or acceleration of any obligation or to loss of a material benefit underaccelerate the performance required by, or result in the creation of any lien lien, pledge, security interest, charge or other encumbrance upon any of the properties or assets of METALS TRFC or any NEWCO of its Subsidiaries, under, any provision of (i) the Certificate terms, conditions or provisions of Incorporation or Bylaws of METALS or the comparable governing instruments of any NEWCO, (ii) any note, bond, mortgageindenture, indenture or deed of trust trust, loan agreement or other agreement, instrument or obligation to which TRFC or any license, lease, contract, commitment, agreement or arrangement to which METALS and any NEWCO of its Subsidiaries is a party party, or by to which any of their respective properties or assets are bound or (iii) any judgment, order, decree or law, ordinance, rule or regulation, applicable to METALS or any NEWCO or their respective properties or assets. The execution of this Agreement and the performance of the obligations hereunder may be subject; and the consummation of the transactions (including the Bank Merger) contemplated hereby (exclusive of the effect of any changes effected pursuant to Section 1.7) will not result require any approval, consent or waiver under any such law, rule, regulation, judgment, decree, order, governmental permit or license or the approval, consent or waiver of any other party to any such agreement, indenture or instrument, other than (x) the approval of the holders of a majority of the outstanding shares of TRFC Common Stock, (y) the approval of the Banking Board of the State of New York ("Banking Board") under Section 143-b of the Banking Law of the State of New York ("Banking Law"), the approval of the Superintendent of Banks of the State of New York ("Superintendent") under Section 601 of the Banking Law and any other requirement of the Banking Board or the Superintendent, the approval of the Board of Governors of the Federal Reserve System ("FRB") under the BHCA, if necessary (or the receipt of a waiver of such requirement), the approval of the Office of Thrift Supervision ("OTS") under the Home Owners' Loan Act of 1933, as amended ("HOLA"), and the approval of the appropriate regulatory authority under Section 18(c) of the FDIA (collectively, the "Requisite Regulatory Approvals"), and (z) such approvals, consents or waivers as are required under the federal and state securities or "blue sky" laws in any material violation or breach or constitute a default underconnection with the transactions contemplated by this Agreement. As of the date hereof, the executive officers of TRFC know of no reason pertaining to TRFC why any of the terms or provisions of approvals referred to in this Section 2.3(e) should not be obtained without the METALS Documents or the METALS Charter Documents. Except as set forth on Schedule 6.9, none of the METALS Documents requires notice to, or the consent or approval of, any governmental agency or other third party with respect to any of the transactions contemplated hereby in order to remain in full force and effect and consummation of the transactions contemplated hereby will not give rise to any right to termination, cancellation or acceleration or loss imposition of any right material condition or benefitrestriction described in the proviso to Section 5.1(b).

No Violations. Neither METALS nor NEWCO is in violation of any METALS Charter Document. None of METALS, NEWCO, or, to the knowledge of METALS and NEWCO, any other party thereto, is in default under any lease, instrument, agreement, license, or permit to which METALS or NEWCO is a party, or by which METALS or NEWCO, or any of their respective properties, are bound (collectively, the "METALS Documents"); and and (a) the rights and benefits of METALS and NEWCO under the METALS Documents will not be adversely affected by the transactions contemplated hereby and (b) the execution and delivery of this Agreement by METALS and NEWCO and the performance of their obligations hereunder do not, and the consummation of the transactions contemplated hereby and compliance with the terms hereof will not, conflict with, or result in any violation or default (with or without notice or lapse of time, or both), under or give rise to a right of termination, cancellation, or acceleration of any obligation or to loss of a material benefit under, or result in the creation of any lien upon any of the assets of METALS or any NEWCO under, any provision of (i) the Certificate of Incorporation or Bylaws of METALS or the comparable governing instruments of any NEWCO, (ii) any note, bond, mortgage, indenture or deed of trust or any license, lease, contract, commitment, agreement or arrangement to which METALS and any NEWCO is a party or by which any of their respective properties or assets are bound or (iii) any judgment, order, decree or law, ordinance, rule or regulation, applicable to METALS or any NEWCO or their respective properties or assets. The execution of this Agreement and the performance of the obligations hereunder and the consummation of the transactions contemplated hereby will not result in any material violation or breach or constitute a default under, any of the terms or provisions of the METALS Documents or the METALS Charter Documents. Except as set forth on Schedule 6.9, none of the METALS Documents requires notice to, or the consent or approval of, any governmental agency or other third party with respect to any of the transactions contemplated hereby in order to remain in full force and effect and consummation of the transactions contemplated hereby will not give rise to any right to termination, cancellation or acceleration or loss of any right or benefit.

No Violations. Neither METALS nor NEWCO is in violation Except for (i) the filing of any METALS Charter Document. None the Plan of METALSReorganization and the Plan of Merger by Cayman Registrar, NEWCO, or, to (ii) compliance with and filings under the knowledge of METALS and NEWCOfederal securities Laws, any other party theretoU.S. state or foreign securities or “blue sky” laws and the rules and regulations of Nasdaq, is in default under any lease, instrument, agreement, license, or permit to which METALS or NEWCO is a party, or by which METALS or NEWCO, or any of their respective properties, are bound and (collectively, the "METALS Documents"); and (aiii) the rights compliance with and benefits of METALS and NEWCO filings under the METALS Documents will not be adversely affected by Laws of the Governmental Entities of the People’s Republic of China (including the CSRC), (iv) any violation, conflict, breach or default resulting solely from any Squirrel Company being party to the transactions contemplated hereby hereby, subject to the receipt of consents, approvals, authorizations and (b) other requirements set forth in Section 4.15, the execution and delivery of this Agreement by METALS any Squirrel Company and NEWCO the execution and delivery of the other Transaction Documents to which such Squirrel Company is a party and the other documents contemplated hereby and thereby do not and will not, and the performance of their obligations hereunder do not, and compliance with the terms and conditions hereof and thereof by any Squirrel Company and the consummation of the transactions contemplated hereby and compliance with the terms hereof thereby by such Squirrel Company will not, conflict with, or result in any violation or default not (with or without notice or lapse passage of time, or both)): (a) violate, conflict with, result in a breach or constitute a default under any Governing Documents of such Squirrel Company; or (b) (i) violate or conflict with any provision of, cause a default under, or give rise to to, or result in, a right of termination, cancellation, or acceleration of any obligation under any Legal Requirement applicable to a Squirrel Company, including but not limited to, any required filings with the CSRC and reports in in connection with Overseas Listing Trial Measures andthe supporting guidelines of the Overseas Listing Trial Measures, (ii) violate or to conflict with any provision of, or result in the breach of, result in the loss of a material benefit underany right or benefit, or cause acceleration, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation, modification or acceleration) under any Material Contract to which such Squirrel Company is a party or by which such Squirrel Company may be bound, or terminate or result in the termination of any such foregoing Material Contract, or (iii) result in the creation of any lien Lien (other than Permitted Liens) upon any of the assets of METALS or any NEWCO under, any provision of (i) the Certificate of Incorporation or Bylaws of METALS or the comparable governing instruments of any NEWCO, (ii) any note, bond, mortgage, indenture or deed of trust or any license, lease, contract, commitment, agreement or arrangement to which METALS and any NEWCO is a party or by which any of their respective properties or assets are bound or (iii) any judgmentof such Squirrel Company, order, decree or law, ordinance, rule or regulation, applicable to METALS or any NEWCO or their respective properties or assets. The execution of this Agreement and the performance of the obligations hereunder and the consummation of the transactions contemplated hereby will except in each case as would not result in any material violation or breach or constitute have a default under, any of the terms or provisions of the METALS Documents or the METALS Charter Documents. Except as set forth on Schedule 6.9, none of the METALS Documents requires notice to, or the consent or approval of, any governmental agency or other third party with respect to any of the transactions contemplated hereby in order to remain in full force and effect and consummation of the transactions contemplated hereby will not give rise to any right to termination, cancellation or acceleration or loss of any right or benefitSquirrel Material Adverse Effect.

No Violations. Neither METALS nor NEWCO is in violation of any METALS Charter Document. None of METALSThe execution, NEWCO, or, to the knowledge of METALS delivery and NEWCO, any other party thereto, is in default under any lease, instrument, agreement, license, or permit to which METALS or NEWCO is a party, or by which METALS or NEWCO, or any of their respective properties, are bound (collectively, the "METALS Documents"); and (a) the rights and benefits of METALS and NEWCO under the METALS Documents will not be adversely affected by the transactions contemplated hereby and (b) the execution and delivery performance of this Agreement by METALS MHC, Bxxxxxxx, Xxxxxxxx Bank and NEWCO and the performance of their obligations hereunder Newco do not, and the consummation of the transactions contemplated hereby and compliance with the terms hereof by this Agreement will not, conflict with(i) assuming all required governmental approvals have been obtained and the applicable waiting periods have expired, violate any law, rule or regulation or any judgment, decree, order, governmental permit or license to which MHC, Bxxxxxxx, Xxxxxxxx Bank and Newco or any of their respective Subsidiaries (or any of their respective properties) is subject, (ii) violate the articles of incorporation or bylaws of MHC, Bxxxxxxx, Xxxxxxxx Bank and Newco or the similar organizational documents of any of their respective Subsidiaries or (iii) constitute a breach or violation of, or a default under (or an event which, with due notice or lapse of time or both, would constitute a default under), or result in any violation or default (with or without notice or lapse of timethe termination of, or both), under or give rise to a right of termination, cancellation, or acceleration of any obligation or to loss of a material benefit underaccelerate the performance required by, or result in the creation of any lien Lien upon any of the properties or assets of METALS MHC, Bxxxxxxx, Xxxxxxxx Bank and Newco or any NEWCO of their respective Subsidiaries under, any provision of (i) the Certificate terms, conditions or provisions of Incorporation or Bylaws of METALS or the comparable governing instruments of any NEWCO, (ii) any note, bond, mortgageindenture, indenture or deed of trust trust, loan agreement or other agreement, instrument or obligation to which MHC, Bxxxxxxx, Xxxxxxxx Bank and Newco or any license, lease, contract, commitment, agreement or arrangement to which METALS and any NEWCO of their respective Subsidiaries is a party party, or by to which any of their respective properties or assets are bound or may be subject except, in the case of (iii) ), for any judgmentsuch breaches, orderviolations or defaults that would not, decree individually or lawin the aggregate, ordinance, rule or regulation, applicable to METALS or any NEWCO or their respective properties or assets. The execution of this Agreement and have a Material Adverse Effect on the performance of the obligations hereunder and the consummation of the transactions contemplated hereby will not result in any material violation or breach or constitute a default under, any of the terms or provisions of the METALS Documents or the METALS Charter Documents. Except as set forth on Schedule 6.9, none of the METALS Documents requires notice to, or the consent or approval of, any governmental agency or other third party with respect to any of the transactions contemplated hereby in order to remain in full force and effect and consummation of the transactions contemplated hereby will not give rise to any right to termination, cancellation or acceleration or loss of any right or benefitBradford Parties.

No Violations. Neither METALS nor NEWCO is in violation of any METALS Charter Document. None of METALSThe execution, NEWCO, or, to the knowledge of METALS delivery and NEWCO, any other party thereto, is in default under any lease, instrument, agreement, license, or permit to which METALS or NEWCO is a party, or by which METALS or NEWCO, or any of their respective properties, are bound (collectively, the "METALS Documents"); and (a) the rights and benefits of METALS and NEWCO under the METALS Documents will not be adversely affected by the transactions contemplated hereby and (b) the execution and delivery performance of this Agreement by METALS the Company do not, the execution, delivery and NEWCO and the performance of their obligations hereunder do the Option Agreement by the Company will not, and the consummation of the transactions contemplated hereby and compliance with or thereby by the terms hereof Company will not, conflict withconstitute (i) assuming receipt of all requisite regulatory and shareholder approvals, a breach or violation of, or a default under, any law, rule or regulation or any judgment, decree, order, governmental permit or license, or agreement, indenture or instrument of the Company or any subsidiary of the Company or to which the Company or any of the Company Subsidiaries (or any of their respective properties) is subject, (ii) a breach or violation of, or a default under, the certificate of incorporation or by-laws or similar organizational documents of the Company or any subsidiary of the Company or (iii) a breach or violation of, or a default under (or an event which with due notice or lapse of time or both would constitute a default under), or result in any violation or default (with or without notice or lapse of timethe termination of, or both), under or give rise to a right of termination, cancellation, or acceleration of any obligation or to loss of a material benefit underaccelerate the performance required by, or result in the creation of any lien lien, pledge, security interest, charge or other encumbrance ("Liens") upon any of the properties or assets of METALS the Company or any NEWCO subsidiary of the Company under, any provision of (i) the Certificate terms, conditions or provisions of Incorporation or Bylaws of METALS or the comparable governing instruments of any NEWCO, (ii) any note, bond, mortgageindenture, indenture or deed of trust trust, loan agreement or other agreement, instrument or obligation to which the Company or any license, lease, contract, commitment, agreement or arrangement to which METALS and any NEWCO subsidiary of the Company is a party party, or by to which any of their respective properties or assets are bound or (iii) any judgment, order, decree or law, ordinance, rule or regulation, applicable to METALS or any NEWCO or their respective properties or assets. The execution of this Agreement and the performance of the obligations hereunder may be subject; and the consummation of the transactions contemplated (including the Bank Merger) con- templated hereby (exclusive of the effect of any changes effected pursuant to Section 1.7) and by the Option Agreement will not result require any approval, consent or waiver under any such law, rule, regulation, judgment, decree, order, governmental permit or license or the approval, consent or waiver of any other party to any such agreement, indenture or instrument, other than (i) the approval of the holders of a majority of the outstanding Shares, (ii) the approvals of the Office of Thrift Supervision (the "OTS") under Section 10 of HOLA and 12 C.F.R. Parts 552, 563b, 574 and any other requirement of the OTS, the approval of the Board of Governors of the Federal Reserve System (the "FRB") under Section 4 of the Bank Holding Company Act of 1956 (the "BHC Act") (or the receipt of a waiver under 12 C.F.R. sec.225.12(d)), the approval of the appropriate regulatory authority under Section 18 of the Federal Deposit Insurance Act, as amended (the "FDIA") and the approval of the Superintendent of Banks of the State of New York under Section 601 of the New York Banking Law (collectively, the "Requisite Regulatory Approvals"), and (iii) such approvals, consents or waivers as are required under the federal and state securities or "Blue Sky" laws in any material violation connection with the transactions contemplated by this Agreement or breach or constitute a default underthe Option Agreement. As of the date hereof, the executive officers of the Company know of no reason pertaining to the Company why any of the terms or provisions of approvals referred to in this Section 3.3(f) should not be obtained without the METALS Documents or the METALS Charter Documents. Except as set forth on Schedule 6.9, none of the METALS Documents requires notice to, or the consent or approval of, any governmental agency or other third party with respect to any of the transactions contemplated hereby in order to remain in full force and effect and consummation of the transactions contemplated hereby will not give rise to any right to termination, cancellation or acceleration or loss imposition of any right material condition or benefitrestriction.

No Violations. Neither METALS nor NEWCO is in violation of any METALS Charter Document. None of METALSthe authorization, NEWCO, or, to the knowledge of METALS and NEWCO, any other party thereto, is in default under any lease, instrument, agreement, license, or permit to which METALS or NEWCO is a party, or by which METALS or NEWCO, or any of their respective properties, are bound (collectively, the "METALS Documents"); and (a) the rights and benefits of METALS and NEWCO under the METALS Documents will not be adversely affected by the transactions contemplated hereby and (b) the execution and delivery of this Agreement by METALS and NEWCO and Silverstone nor the performance of their obligations hereunder do not, and the consummation completion of the transactions contemplated hereby and by this Agreement or the Arrangement pursuant to the Plan of Arrangement, nor the performance of its obligations thereunder, nor compliance by Silverstone with any of the terms provisions hereof will notwill: (1) violate, conflict with, or result in any violation or default (with or without notice or the passage of time) in a violation or breach of any provision of, or require, except in respect of the Key Third Party Consents, any consent, approval or notice under, or constitute a default (or an event which, with notice or lapse of time, time or both), under would constitute a default) or give rise to result in a right of termination, cancellation, termination or acceleration of any obligation or to loss of a material benefit under, or result in the creation of any lien upon Lien upon, any of the properties or assets of METALS Silverstone or any NEWCO underof its subsidiaries, or cause any provision indebtedness to come due before its stated maturity or cause any credit commitment to cease to be available or cause any payment or other obligation to be imposed on Silverstone or any of its subsidiaries, under any of the terms, conditions or provisions of: (iA) their respective articles, charters or by-laws or other comparable organizational documents; or (B) any Permit or Material Contract to which Silverstone or any of its subsidiaries is a party or to which any of them, or any of their respective properties or assets, may be subject or by which Silverstone or any of its subsidiaries is bound; or (2) subject to obtaining the Certificate of Incorporation Key Regulatory Approvals, (x) result (with or Bylaws of METALS without notice or the comparable governing instruments passage of time) in a violation or breach of or constitute a default under any provisions of any NEWCOLaws applicable to Silverstone or any of its subsidiaries or any of their respective properties or assets; or (y) cause the suspension or revocation of any Permit currently in effect in regard of Silverstone or any of its subsidiaries. The authorization of this Agreement, the execution and delivery by Silverstone of this Agreement and the performance by it of its obligations under this Agreement, and the consummation by Silverstone of the Arrangement, will not (iix) give rise to any rights of first refusal or trigger any change in control provisions or any restrictions, obligations, consent requirements, rights or limitation under any note, bond, mortgage, indenture or deed of trust or any license, leaseindenture, contract, commitmentlicense, agreement franchise, Permit or arrangement to which METALS and otherwise, or result in the imposition of any NEWCO is a party encumbrance, charge or by which Lien upon any of their respective properties Silverstone’s assets or the assets are bound of any of its subsidiaries; or (iiiy) result in the imposition of any judgment, order, decree or law, ordinance, rule or regulation, applicable to METALS Liens upon any assets of Silverstone or any NEWCO or their respective properties or assetsof its subsidiaries. The Key Third Party Consents listed in Schedule D are the only consents, approvals and notices required from any third party under any Contracts of Silverstone or any of its subsidiaries in order for Silverstone and its subsidiaries to proceed with the execution and delivery of this Agreement and the performance of the obligations hereunder and the consummation completion of the transactions contemplated hereby will not result in any material violation or breach or constitute a default under, any by this Agreement and the Arrangement pursuant to the Plan of the terms or provisions of the METALS Documents or the METALS Charter Documents. Except as set forth on Schedule 6.9, none of the METALS Documents requires notice to, or the consent or approval of, any governmental agency or other third party with respect to any of the transactions contemplated hereby in order to remain in full force and effect and consummation of the transactions contemplated hereby will not give rise to any right to termination, cancellation or acceleration or loss of any right or benefitArrangement.

No Violations. Neither METALS nor NEWCO is in violation of any METALS Charter Document. None of METALSThe execution, NEWCO, or, to the knowledge of METALS delivery and NEWCO, any other party thereto, is in default under any lease, instrument, agreement, license, or permit to which METALS or NEWCO is a party, or by which METALS or NEWCO, or any of their respective properties, are bound (collectively, the "METALS Documents"); and (a) the rights and benefits of METALS and NEWCO under the METALS Documents will not be adversely affected by the transactions contemplated hereby and (b) the execution and delivery performance of this Agreement by METALS Purchaser and NEWCO and the performance of their obligations hereunder do Purchaser Bank does not, and the consummation of the transactions contemplated hereby and compliance with the terms hereof will not, conflict withconstitute (i) a breach or violation of, or a default under, any law, rule or regulation or any judgment, decree, order, governmental permit or license, or agreement, indenture or instrument of Purchaser or Purchaser Bank or to which Purchaser or Purchaser Bank (or any of their properties) or Merger Sub is subject, or enable any person to enjoin the Merger or Bank Merger or the other transactions contemplated hereby, (ii) a breach or violation of, or a default under, the charter or bylaws of Purchaser, Purchaser Bank or Merger Sub or (iii) a breach or violation of, or a default under (or an event which with due notice or lapse of time or both would constitute a default under), or result in any violation or default (with or without notice or lapse of timethe termination of, or both), under or give rise to a right of termination, cancellation, or acceleration of any obligation or to loss of a material benefit underaccelerate the performance required by, or result in the creation of any lien lien, pledge, security interest, charge or other encumbrance upon any of the properties or assets of METALS Purchaser, Purchaser Bank or any NEWCO Merger Sub under, any provision of (i) the Certificate terms, conditions or provisions of Incorporation or Bylaws of METALS or the comparable governing instruments of any NEWCO, (ii) any note, bond, mortgageindenture, indenture or deed of trust or any licensetrust, lease, contract, commitment, loan agreement or arrangement other agreement, instrument or obligation to which METALS and any NEWCO Purchaser, Purchaser Bank or Merger Sub is a party party, or by to which any of their respective properties or assets are may be bound or (iii) any judgment, order, decree or law, ordinance, rule or regulation, applicable to METALS or any NEWCO or their respective properties or assets. The execution of this Agreement and the performance of the obligations hereunder affected; and the consummation of the transactions contemplated hereby will not result require any approval, consent or waiver under any such law, rule, regulation, judgment, decree, order, governmental permit or license or the approval, consent or waiver of any other party to any such agreement, indenture or instrument, other than the required approvals, consents and waivers of governmental authorities referred to in Section 5.01(b). Neither Purchaser nor Purchaser Bank knows of any reason why the approvals, consents and waivers of governmental authorities referred to in Section 5.01(b) should not be obtained without the imposition of any material violation conditions or breach restrictions. Purchaser Bank has a “Satisfactory” CRA rating and has not been the subject of protest or constitute a default underadverse community comment based upon CRA or equal credit opportunity considerations, any since the date of the terms or provisions of the METALS Documents or the METALS Charter Documents. Except as set forth on Schedule 6.9, none of the METALS Documents requires notice to, or the consent or approval of, any governmental agency or other third party with respect to any of the transactions contemplated hereby in order to remain in full force and effect and consummation of the transactions contemplated hereby will not give rise to any right to termination, cancellation or acceleration or loss of any right or benefitits last CRA exam.

No Violations. Neither METALS nor NEWCO is in violation of any METALS Charter Document. None of METALSThe execution, NEWCO, or, to the knowledge of METALS delivery and NEWCO, any other party thereto, is in default under any lease, instrument, agreement, license, or permit to which METALS or NEWCO is a party, or by which METALS or NEWCO, or any of their respective properties, are bound (collectively, the "METALS Documents"); and (a) the rights and benefits of METALS and NEWCO under the METALS Documents will not be adversely affected by the transactions contemplated hereby and (b) the execution and delivery performance of this Agreement by METALS and NEWCO and the performance of their obligations hereunder Purchaser or the Purchaser Bank do not, and the consummation of the transactions contemplated hereby and compliance with the terms hereof will not, conflict withconstitute (i) a breach or violation of, or a default under, any law, rule or regulation or any judgment, decree, order, governmental permit or license, or agreement, indenture or instrument of the Purchaser or the Purchaser Bank or to which the Purchaser or the Purchaser Bank (or any of their respective properties) is subject, or enable any person to enjoin the Merger or the other transactions contemplated hereby, (ii) a breach or violation of, or a default under, the articles of incorporation or bylaws of the Purchaser or the charter or bylaws of the Purchaser Bank or (iii) a breach or violation of, or a default under (or an event which with due notice or lapse of time or both would constitute a default under), or result in any violation or default (with or without notice or lapse of timethe termination of, or both), under or give rise to a right of termination, cancellation, or acceleration of any obligation or to loss of a material benefit underaccelerate the performance required by, or result in the creation of any lien lien, pledge, security interest, charge or other encumbrance upon any of the properties or assets of METALS the Purchaser or any NEWCO the Purchaser Bank under, any provision of (i) the Certificate terms, conditions or provisions of Incorporation or Bylaws of METALS or the comparable governing instruments of any NEWCO, (ii) any note, bond, mortgageindenture, indenture or deed of trust or any licensetrust, lease, contract, commitment, loan agreement or arrangement other agreement, instrument or obligation to which METALS and any NEWCO the Purchaser or the Purchaser Bank is a party party, or by to which any of their respective properties or assets are may be bound or (iii) any judgment, order, decree or law, ordinance, rule or regulation, applicable to METALS or any NEWCO or their respective properties or assets. The execution of this Agreement and the performance of the obligations hereunder affected; and the consummation of the transactions contemplated hereby will not result require any approval, consent or waiver under any such law, rule, regulation, judgment, decree, order, governmental permit or license or the approval, consent or waiver of any other party to any such agreement, indenture or instrument, other than (i) the required approvals, consents and waivers of governmental authorities referred to in Section 5.01(b). The Purchaser knows of no reason why the approvals, consents and waivers of governmental authorities referred to in Section 5.01(b) should not be obtained without the imposition of any material violation conditions or breach or constitute a default under, any of the terms or provisions of the METALS Documents or the METALS Charter Documents. Except as set forth on Schedule 6.9, none of the METALS Documents requires notice to, or the consent or approval of, any governmental agency or other third party with respect to any of the transactions contemplated hereby in order to remain in full force and effect and consummation of the transactions contemplated hereby will not give rise to any right to termination, cancellation or acceleration or loss of any right or benefitrestrictions.

No Violations. Neither METALS nor NEWCO is in violation Except for (i) the registration of any METALS Charter Document. None the Merger Documents (including the Plan of METALSMerger) by the Cayman Registrar, NEWCO, or, to (ii) compliance with and filings under the knowledge of METALS and NEWCOU.S. federal securities Laws, any other party thereto, is in default under any lease, instrument, agreement, license, U.S. state or permit to which METALS foreign securities or NEWCO is a party, or by which METALS or NEWCO, or any “blue sky” laws and the rules and regulations of their respective properties, are bound Nasdaq and (collectivelyiii) compliance with the Hong Kong Companies Ordinance, the "METALS Documents"); and (a) Financial Investment Services and Capital Markets Act of the rights Republic of Korea and benefits of METALS its Enforcement Decree, the KOADAQ Market Listing Regulations and NEWCO under its Detailed Enforcement Rules, the METALS Documents will not be adversely affected by the transactions contemplated hereby KOSDAQ Market Disclosure Regulations and (b) its Detailed Enforcement Rules, the execution and delivery of this Agreement by METALS Parent or Merger Sub and NEWCO the execution and delivery of the other Transaction Documents to which Parent or Merger Sub is a party does not and shall not, and the performance of their obligations hereunder do not, and compliance with the terms and conditions hereof and thereof by Parent or Merger Sub and the consummation of the transactions contemplated hereby and compliance with the terms hereof will not, conflict with, thereby by Parent or result in any violation or default Merger Sub shall not (with or without notice or lapse passage of time, or both)): (a) violate, conflict with, result in a breach or constitute a default under any of the provisions of the memorandum and articles of association, certificate of incorporation or bylaws (or equivalent organizational documents) of any Group Company; (b) (i) violate or conflict with any provision of, (ii) cause a default under, or (iii) give rise to to, or result in, a right of termination, cancellation, or acceleration of any obligation under any Legal Requirement applicable to a Group Company, except in each case as would not reasonably be expected to have a Material Adverse Effect; or (c) (i) violate any provision of or to loss result in a breach, default or acceleration of, or require a consent under, any Material Contract, or terminate or result in the termination of a material benefit underany Material Contract, or result in the creation of any lien Lien under any Material Contract or upon any of the properties or assets of METALS any of the Group Companies, or constitute an event which, after notice or lapse of time or both, would result in any NEWCO undersuch violation, breach, default, acceleration, termination or creation of a Lien; or (ii) result in a violation or revocation of any provision required approvals, except to the extent that the occurrence of any of the foregoing items set forth in clauses (i) the Certificate of Incorporation or Bylaws of METALS or the comparable governing instruments of any NEWCO, (ii) any notewould not, bondindividually or in the aggregate, mortgage, indenture or deed of trust or any license, lease, contract, commitment, agreement or arrangement reasonably be expected to which METALS and any NEWCO is have a party or by which any of their respective properties or assets are bound or (iii) any judgment, order, decree or law, ordinance, rule or regulation, applicable to METALS or any NEWCO or their respective properties or assets. The execution of this Agreement and the performance of the obligations hereunder and the consummation of the transactions contemplated hereby will not result in any material violation or breach or constitute a default under, any of the terms or provisions of the METALS Documents or the METALS Charter Documents. Except as set forth on Schedule 6.9, none of the METALS Documents requires notice to, or the consent or approval of, any governmental agency or other third party with respect to any of the transactions contemplated hereby in order to remain in full force and effect and consummation of the transactions contemplated hereby will not give rise to any right to termination, cancellation or acceleration or loss of any right or benefitParent Material Adverse Effect.

No Violations. Neither METALS nor NEWCO The execution, delivery and performance by Buyer of this Agreement and each of the other documents or agreements to which it is in violation or will be a party pursuant hereto, and the consummation by Buyer and its Affiliates of the transactions contemplated by this Agreement and such other documents and agreements, do not and will not (i) violate any provision of the certificate of formation or limited liability company agreement of Buyer or the articles of incorporation, by-laws or similar governing documents of any METALS Charter Document. None of METALS, NEWCO, or, to the knowledge of METALS and NEWCO, any other party thereto, is in default under any lease, instrument, agreement, licenseits Affiliates or subsidiaries, or permit (ii) (x) violate any Law, Permit or Judgment applicable to which METALS Buyer or NEWCO is a party, any of its Affiliates or by which METALS or NEWCOsubsidiaries, or any of their respective propertiesproperties or assets, are bound or (collectively, y) subject to obtaining the Consents set forth in Schedule 4.2 of the Buyer Disclosure Schedule (the "METALS DocumentsBuyer Required Contractual Consents"); and (a) the rights and benefits of METALS and NEWCO under the METALS Documents will not be adversely affected by the transactions contemplated hereby and (b) the execution and delivery of this Agreement by METALS and NEWCO and the performance of their obligations hereunder do not, and the consummation of the transactions contemplated hereby and compliance with the terms hereof will notviolate, conflict with, or result in a breach of any violation provision of or the loss of any benefit under, constitute a default (or an event which, with or without notice or lapse of time, or both), under would constitute a default) under, result in the termination of or give rise to a right of terminationtermination or cancellation under, cancellation, or acceleration of any obligation or to loss of a material benefit underaccelerate the performance required by, or result in the creation of any lien Lien upon any of the respective properties or assets of METALS Buyer or any NEWCO of its Affiliates under, any provision of (i) the Certificate terms, conditions or provisions of Incorporation or Bylaws of METALS or the comparable governing instruments of any NEWCO, (ii) any note, bond, mortgage, indenture or indenture, deed of trust or any trust, license, lease, contract, commitment, agreement or arrangement other instrument or obligation to which METALS and Buyer or any NEWCO of its Affiliates is a party party, or by which they or any of their respective properties or assets are may be bound or affected, except (iiiin the case of clause (y) any judgmentabove) for such violations, orderconflicts, decree breaches or lawdefaults which, ordinanceeither individually or in the aggregate, rule will not have and would not be reasonably likely to have a material adverse effect on (a) Buyer or regulationthe business, applicable to METALS financial condition or any NEWCO or their respective properties or assets. The execution results of this Agreement and the performance operations of the obligations hereunder and Buyer's business, taken as a whole, or (b) the consummation ability of Buyer to consummate the transactions contemplated hereby will not result in any material violation or breach or constitute a default under, perform any of the terms or provisions of the METALS Documents or the METALS Charter Documents. Except as set forth on Schedule 6.9, none of the METALS Documents requires notice to, or the consent or approval of, any governmental agency or other third party with respect to any of the transactions contemplated hereby in order to remain in full force and effect and consummation of the transactions contemplated hereby will not give rise to any right to termination, cancellation or acceleration or loss of any right or benefitits obligations hereunder (a "Buyer Material Adverse Effect").

No Violations. Neither METALS nor NEWCO is in violation of any METALS Charter Document. None of METALS, NEWCO, or, to the knowledge of METALS and NEWCO, any other party thereto, is in default under any lease, instrument, agreement, license, or permit to which METALS or NEWCO is a party, or by which METALS or NEWCO, or any of their respective properties, are bound (collectively, the "METALS Documents"); and (a) the rights and benefits of METALS and NEWCO under the METALS Documents will not be adversely affected by the transactions contemplated hereby and (b) Neither the execution and delivery of this Agreement by METALS and NEWCO and the performance of their obligations hereunder do notPlumb-Line, and the consummation by it of the transactions contemplated hereby and nor compliance by Plumb-Line with any of the terms provisions hereof will notwill: (i) violate, conflict with, or result in the breach of any violation provision of, require any consent, approval or notice under, or constitute a default (or an event which, with or without notice or lapse of time, time or both), under would constitute a default) or give rise to result in a right of termination, cancellation, termination or acceleration of any obligation or to loss of a material benefit under, or result in the a creation of any lien lien, security interest, charge or encumbrance upon any of the properties or assets of METALS Plumb-Line under any of the terms, conditions or any NEWCO under, any provision provisions of (iA) the Certificate trust indenture of Incorporation Plumb-Line, or Bylaws of METALS or the comparable governing instruments of any NEWCO, (iiB) any material note, bond, mortgage, indenture or indenture, loan agreement, deed of trust trust, agreement, lien, contract or any license, lease, contract, commitment, agreement other instrument or arrangement obligation to which METALS and any NEWCO Plumb-Line is a party or to which Plumb-Line, or any of its properties or assets, may be subject or by which any of their respective properties or assets are bound Plumb-Line is bound; or (iiiii) subject to compliance with Corporate Laws and Securities Laws, violate any judgment, ruling, order, decree or lawwrit, injunction, determination, award, decree, statute, ordinance, rule or regulation, regulation applicable to METALS Plumb-Line (except, in the case of each of clauses (i) and (ii) directly above, for such violations, conflicts, breaches, defaults, terminations which, or any NEWCO consents, approvals or their respective properties notices which if not given or assets. The received, would not have any Material Adverse Effect on Plumb-Line and the Plumb-Line Subsidiaries (taken as a whole) and would not have a Material Adverse Effect on the ability of Plumb-Line to consummate the transactions contemplated hereby). (b) Other than in connection with or in compliance with the provisions of Corporate Laws and Securities Laws: (i) there is no legal impediment to the performance by Plumb-Line of its obligations under this Agreement or to the execution and delivery of this Agreement by Plumb-Line and the performance of the obligations hereunder and the consummation of the transactions contemplated hereby will not result in any material violation (ii) no filing or breach or constitute a default under, any of the terms or provisions of the METALS Documents or the METALS Charter Documents. Except as set forth on Schedule 6.9, none of the METALS Documents requires notice toregistration with, or the authorization, consent or approval of, any governmental agency domestic or other third party foreign public body or authority is necessary by Plumb- Line in connection with respect to any of the transactions contemplated hereby in order to remain in full force and effect and consummation of the transactions contemplated hereby will not give rise to any right to termination, cancellation or acceleration or loss of any right or benefitTransactions.

No Violations. Neither METALS nor NEWCO is Except as disclosed in violation of any METALS Charter Document. None of METALS, NEWCO, or, Schedule 3.1(e) to the knowledge ECU Disclosure Letter, none of METALS and NEWCOthe authorization, any other party thereto, is in default under any lease, instrument, agreement, license, or permit to which METALS or NEWCO is a party, or by which METALS or NEWCO, or any of their respective properties, are bound (collectively, the "METALS Documents"); and (a) the rights and benefits of METALS and NEWCO under the METALS Documents will not be adversely affected by the transactions contemplated hereby and (b) the execution and delivery of this Agreement by METALS and NEWCO and ECU, the performance of their obligations hereunder do not, and the consummation completion of the transactions contemplated hereby and by this Agreement or the Plan of Arrangement, or compliance by ECU with any of the terms provisions hereof will notor thereof will: (1) violate, conflict with, or result in any violation or default (with or without notice or the passage of time) in a violation or breach of any provision of, require, except for the Key Third Party Consents, any consent, approval or notice under, constitute a default (or an event which, with notice or lapse of time, time or both), under would constitute a default) or give rise to result in a right of termination, cancellation, termination or acceleration of any obligation or to loss of a material benefit under, or result in the creation of any lien Lien upon any of the properties or assets of METALS ECU or any NEWCO underof its subsidiaries, cause any provision indebtedness to come due before its stated maturity, cause any credit commitment to cease to be available or cause any payment or other obligation to be imposed on ECU or its subsidiaries, under any of the terms, conditions or provisions of (iA) any Laws applicable to ECU including, without limitation, applicable Securities Laws and the Certificate rules and regulations of Incorporation or Bylaws of METALS or the comparable governing instruments of any NEWCOTSX, (iiB) their respective articles, by-laws or other comparable organizational documents or resolutions, or (C) any note, bond, mortgage, indenture or indenture, loan agreement, deed of trust trust, Lien, license, Permit, or other ECU Contract; or (2) subject to obtaining the Key Regulatory Approvals, (x) result (with or without notice or the passage of time) in a violation or breach of or constitute a default under any provisions of any Laws applicable to ECU, or any license, lease, contract, commitment, agreement its subsidiaries or arrangement to which METALS and any NEWCO is a party or by which any of their respective properties or assets are bound assets; or (iiiy) cause the suspension or revocation of any judgment, order, decree or law, ordinance, rule or regulation, applicable to METALS Permit currently in effect in respect of ECU or any NEWCO of its subsidiaries (except, in the case of each of clauses (1) and (2) above, for such violations, conflicts, breaches, defaults, terminations, accelerations, suspensions or their respective properties creations of Liens which, or assetsany consents (expressly excluding the Key Third- Party Consents and Key Regulatory Approvals), approvals or notices which if not given or received, would not, individually or in the aggregate, reasonably be expected to have any ECU Material Adverse Effect). The execution authorization of this Agreement Agreement, the execution and delivery by ECU of this Agreement, the performance by ECU of the its obligations hereunder under this Agreement, and the consummation by ECU of the transactions contemplated hereby will not result in any material violation or breach or constitute a default underArrangement, any of the terms or provisions of the METALS Documents or the METALS Charter Documents. Except as set forth on Schedule 6.9, none of the METALS Documents requires notice to, or the consent or approval of, any governmental agency or other third party with respect to any of the transactions contemplated hereby in order to remain in full force and effect and consummation of the transactions contemplated hereby will not give rise to any right to terminationrights of first refusal or trigger any change in control provisions or any restrictions or limitation under any note, cancellation bond, mortgage, indenture, loan agreement, deed of trust, Lien, license, Permit or acceleration other ECU Contract, or loss result in the imposition of any right encumbrance, charge or benefitLien upon any of ECU’s assets or the assets of any of its subsidiaries.

No Violations. Neither METALS the authorization, execution and delivery of this Agreement by any of the Vendors or the Purchased Entities, nor NEWCO is the completion of the transactions contemplated hereby, nor the performance of their respective obligations hereunder, will: (1) violate, conflict with, or result (with or without notice or the passage of time) in a violation or breach of any METALS Charter Document. None material provision of, require any consent, approval or notice under, or constitute a default (or an event which, with notice or lapse of METALStime or both, NEWCO, or, to the knowledge of METALS and NEWCO, any other party thereto, is in default would constitute a default) under any leaseof the terms, instrument, agreement, license, conditions or permit provisions of: (A) the constating documents governing any of the Vendors or the Purchased Entities or any of the Purchased Entities’ Subsidiaries or (B) any Material Contract or other instrument or obligation to which METALS any of the Vendors or NEWCO the Purchased Entities or any of their respective Subsidiaries is a party, party or by to which METALS or NEWCOany of them, or any of their respective propertiesproperties or assets, may be subject or by which any of the Vendors or the Purchased Entities or any of their respective Subsidiaries is bound and, in each case, individually or in the aggregate would materially adversely affect any of the Vendors’ ability to perform its obligations under this Agreement, or (C) any Law applicable to any of the Vendors or the Purchased Entities or any of their respective Subsidiaries or any of their respective properties or assets; or (2) subject to obtaining the Key Regulatory Approvals: (A) result (with or without notice or the passage of time) in a violation or breach of or constitute a default under any provisions of any Laws applicable to any of the Vendors or the Purchased Entities or any of their respective Subsidiaries or any of their respective properties or assets; or (B) require the consent, approval, notice or authorization, order, or agreement of, or registration with any Governmental Entity or other Person. There are no consents, approvals and notices required from any third party under any Contracts of the Vendors or any of the Purchased Entities or their respective Subsidiaries or to which any of them, or any of their respective properties or assets, may be subject or by which any of the Vendors or the Purchased Entities or any of their respective Subsidiaries is bound (collectively, in order for the "METALS Documents"); and (a) Vendors and the rights and benefits of METALS and NEWCO under the METALS Documents will not be adversely affected by the transactions contemplated hereby and (b) Purchased Entities to proceed with the execution and delivery of this Agreement by METALS and NEWCO and the performance of their obligations hereunder do not, and the consummation completion of the transactions contemplated hereby and compliance with the terms hereof will not, conflict with, or result in any violation or default (with or without notice or lapse of time, or both), under or give rise to a right of termination, cancellation, or acceleration of any obligation or to loss of a material benefit under, or result in the creation of any lien upon any of the assets of METALS or any NEWCO under, any provision of (i) the Certificate of Incorporation or Bylaws of METALS or the comparable governing instruments of any NEWCO, (ii) any note, bond, mortgage, indenture or deed of trust or any license, lease, contract, commitment, agreement or arrangement to which METALS and any NEWCO is a party or by which any of their respective properties or assets are bound or (iii) any judgment, order, decree or law, ordinance, rule or regulation, applicable to METALS or any NEWCO or their respective properties or assets. The execution of this Agreement and the performance of the obligations hereunder and the consummation of the transactions contemplated hereby will not result in any material violation or breach or constitute a default under, any of the terms or provisions of the METALS Documents or the METALS Charter Documents. Except as set forth on Schedule 6.9, none of the METALS Documents requires notice to, or the consent or approval of, any governmental agency or other third party with respect to any of the transactions contemplated hereby in order to remain in full force and effect and consummation of the transactions contemplated hereby will not give rise to any right to termination, cancellation or acceleration or loss of any right or benefitAgreement.

No Violations. Neither METALS nor NEWCO is in violation of any METALS Charter Document. None of METALS, NEWCO, or, to the knowledge of METALS and NEWCO, any other party thereto, is in default under any lease, instrument, agreement, license, or permit to which METALS or NEWCO is a party, or by which METALS or NEWCO, or any of their respective properties, are bound (collectively, the "METALS Documents"); and (a) the rights and benefits of METALS and NEWCO under the METALS Documents will not be adversely affected by the transactions contemplated hereby and (b) Neither the execution and delivery of this Agreement by METALS and NEWCO and Zodiac, the performance of their obligations hereunder do not, and the consummation completion of the transactions contemplated hereby nor the fulfillment and compliance by Zodiac with any of the terms and provisions hereof will notwill: (i) violate, conflict with, or result in a breach of any violation provision of, require any consent, approval or notice under, or constitute a default (or an event which, with or without notice or lapse of time, time or both), under would constitute a default) or give rise to result in a right of termination, cancellation, termination or acceleration of any obligation or to loss of a material benefit under, or result in the a creation of any lien lien, security interest, charge or encumbrance upon any of the properties or assets of METALS Zodiac and its subsidiaries taken as a whole, under any of the terms, conditions or any NEWCO under, any provision provisions of (ix) the Certificate of Incorporation Zodiac Governing Documents, or Bylaws of METALS or the comparable governing instruments of any NEWCO, (iiy) any material note, bond, mortgage, indenture or indenture, loan agreement, deed of trust trust, agreement, lien, contract or any license, lease, contract, commitment, agreement other instrument or arrangement obligation to which METALS and any NEWCO Zodiac is a party or to which it, or its properties or assets, may be subject or by which any of their respective properties or assets are bound Zodiac is bound; or (iiiii) subject to compliance with the legislation referred to in Section 4(b), violate any judgment, ruling, order, decree or lawwrit, injunction, determination, award, decree, statute, ordinance, rule or regulation, regulation applicable to METALS Zodiac (except, in the case of each of clauses (i) and (ii) above, for such violations, conflicts, breaches, defaults, terminations which, or any NEWCO consents, approvals or their respective properties notices which if not given or assets. The execution received, would not have any Material Adverse Effect on the business, operations or financial condition of Zodiac or on the ability of Zodiac to consummate the transactions contemplated hereby); or (iii) cause a suspension or revocation of any authorization for the consent, approval or license currently in effect which would have a Material Adverse Effect on Zodiac, and its subsidiaries, taken as a whole. (b) Except as contemplated by this Agreement and other than in connection with or in compliance with the performance provisions of Corporate Laws and Securities Laws: (i) there is no legal impediment to Zodiac’s consummation of the obligations hereunder transactions contemplated by this Agreement; and (ii) no filing or registration with, or authorization, consent or approval of, any Governmental Entity is necessary by Zodiac in connection with the consummation of the transactions contemplated hereby by this Agreement, except for such filings or registrations which, if not made, or for such authorizations, consents or approvals, which, if not received, would not have a Material Adverse Effect on the ability of Zodiac to consummate the transactions contemplated hereby. (c) Except as set forth in the Zodiac Disclosure Letter, there is no non-competition, area of mutual interest, right of first refusal, right of first offer, change of control, exclusivity or other similar agreement, commitment or understanding in place, whether written or oral, to which Zodiac or its subsidiaries, or, to the knowledge of Zodiac, any director, officer, employee or consultant or any affiliate of such Persons is a party or is otherwise bound that would now or hereafter, in any way limit the business or operations of Zodiac or its subsidiaries (i) in a particular manner or to a particular locality or geographic region; or (ii) for a limited period of time. (d) The execution, delivery and performance of this Agreement does not and will not result in the restriction of Zodiac, or its subsidiaries, from engaging in its business or from competing with any material violation Person or breach in any geographical area and do not and will not result in a Material Adverse Effect on its business or constitute a default under, trigger or cause to arise any rights of any Person under any contract or arrangement to restrict any of the terms or provisions of foregoing from engaging in the METALS Documents or the METALS Charter Documents. Except as set forth business currently carried on Schedule 6.9by Zodiac, none of the METALS Documents requires notice to, or the consent or approval of, any governmental agency or other third party with respect to any of the transactions contemplated hereby in order to remain in full force and effect and consummation of the transactions contemplated hereby will not give rise to any right to termination, cancellation or acceleration or loss of any right or benefitits subsidiaries.

No Violations. Neither METALS nor NEWCO is in violation of any METALS Charter Document. None of METALS, NEWCO, or, to the knowledge of METALS and NEWCO, any other party thereto, is in default under any lease, instrument, agreement, license, or permit to which METALS or NEWCO is a party, or by which METALS or NEWCO, or any of their respective properties, are bound (collectively, the "METALS Documents"); and (a) the rights and benefits of METALS and NEWCO under the METALS Documents will not be adversely affected by the transactions contemplated hereby and (b) the The execution and delivery of this Agreement by METALS and NEWCO and the performance of their obligations hereunder do notAgribrands Ancillary Agreements, and the consummation of the transactions contemplated hereby and thereby and compliance by Agribrands with any of the terms provisions hereof or thereof will not, not (i) conflict with, with or result in any violation or default (with or without notice or lapse breach of time, or both), under or give rise to a right of termination, cancellation, or acceleration of any obligation or to loss of a material benefit under, or result in the creation of any lien upon any of the assets of METALS or any NEWCO under, any provision of (i) the Articles and/or Certificate of Incorporation or Bylaws of METALS or the comparable other governing instruments of Agribrands or any NEWCOof the Agribrands Subsidiaries, (ii) require any noteConsent under or result in a violation or breach of, bondor constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, mortgagecancellation or acceleration or augment the performance required) under any of the terms, indenture conditions or deed provisions of trust any Agribrands Material Contract (as hereinafter defined) or other material obligation to which Agribrands or any license, lease, contract, commitment, agreement or arrangement to which METALS and any NEWCO Agribrands Subsidiary is a party or by which any of them or any of their respective properties or assets are bound or may be bound, (iii) result in the creation or imposition of any judgmentlien or encumbrance of any kind upon any of the assets of Agribrands or any Agribrands Subsidiary, orderor (iv) subject to obtaining the Consents from Governmental Authorities referred to in Section 4.5, decree or above, contravene any applicable provision of any constitution, treaty, statute, law, code, rule, regulation, ordinance, rule policy or regulationorder of any Governmental Authority or other matters having the force of law including, applicable but not limited to, any orders, decisions, injunctions, judgments, awards and decrees of or agreements with any court or other Governmental Authority ("Law") currently in effect to METALS which Agribrands or any NEWCO Agribrands Subsidiary or its or any of their respective assets or properties or assets. The execution are subject, except in the case of this Agreement and the performance of the obligations hereunder and the consummation of the transactions contemplated hereby will not result in any material violation or breach or constitute a default under, any of the terms or provisions of the METALS Documents or the METALS Charter Documents. Except as set forth on Schedule 6.9, none of the METALS Documents requires notice to, or the consent or approval of, any governmental agency or other third party with respect to any of the transactions contemplated hereby in order to remain in full force and effect and consummation of the transactions contemplated hereby will not give rise to any right to termination, cancellation or acceleration or loss of any right or benefit.clauses (ii),

No Violations. Neither METALS nor NEWCO is in violation of any METALS Charter Document. None of METALS, NEWCO, or, to the knowledge of METALS and NEWCO, any other party thereto, is in default under any lease, instrument, agreement, license, or permit to which METALS or NEWCO is a party, or by which METALS or NEWCO, or any of their respective properties, are bound (collectively, the "METALS Documents"); and (a) the rights and benefits of METALS and NEWCO under the METALS Documents will not be adversely affected by the transactions contemplated hereby and (b) Neither the execution and delivery of this Agreement by METALS and NEWCO and the performance of their obligations hereunder do notGNEL, and the consummation of the transactions contemplated hereby and nor compliance by GNEL with any of the terms provisions hereof will notwill: (i) violate, conflict with, or result in breach of any violation provision of, require any consent, approval or notice under, or constitute a default (or an event which, with or without notice or lapse of time, time or both), under would constitute a default) or give rise to result in a right of termination, cancellation, termination or acceleration of any obligation or to loss of a material benefit under, or result in the a creation of any lien lien, security interest, charge or encumbrance upon any of the properties or assets of METALS GNEL or any NEWCO of its subsidiaries under, any provision of the terms, conditions or provisions of (ix) the Certificate of Incorporation GNEL Governing Documents or Bylaws of METALS or the comparable governing instruments of any NEWCO, (iiy) any note, bond, mortgage, indenture or indenture, loan agreement (other than a credit facility with Bank of Montreal for which GNEL will attempt to obtain a waiver in a form and substance satisfactory to APF prior to the Mailing Date), deed of trust trust, agreement (other than agreements respecting GNEL Options and employment or consulting agreements comprising the Employment Obligations), lien, contract or other material instrument or obligation to which GNEL or any license, lease, contract, commitment, agreement or arrangement to which METALS and any NEWCO of its subsidiaries is a party or by to which any of them, or any of their respective properties or assets are bound assets, may be subject or by which GNEL or any of its subsidiaries is bound; (iiiii) subject to compliance with the statutes and regulations referred to in Section 8.3(b), violate any judgmentjudgement, ruling, order, decree or lawwrit, injunction, determination, award, decree, statute, ordinance, rule or regulation, regulation applicable to METALS GNEL or any NEWCO of its subsidiaries (except, in the case of each of clauses (i) and (ii) above, for such violations, conflicts, breaches, defaults, terminations which, or their respective properties any consents, approvals or assets. The execution notices which if not given or received, would not have any Material Adverse Effect on the business, operations or financial condition of this Agreement GNEL and its subsidiaries taken as a whole or on the performance ability of GNEL to consummate the transactions contemplated hereby); or (iii) cause the suspension or revocation of any authorization, consent, approval or license currently in effect which would have a Material Adverse Effect on the business, operations or financial condition of GNEL and its subsidiaries taken as a whole. (b) Other than in connection with or in compliance with the provisions of Securities Laws, the rules of the obligations hereunder TSX, the United States Securities Exchange Act of 1934, as amended, state securities or “blue-sky” laws of the states of the United States, as amended, and the any pre-merger notification statutes, (i) there is no legal impediment to GNEL’s consummation of the transactions contemplated hereby will not result in any material violation by this Agreement and (ii) no filing or breach or constitute a default under, any of the terms or provisions of the METALS Documents or the METALS Charter Documents. Except as set forth on Schedule 6.9, none of the METALS Documents requires notice toregistration with, or the authorization, consent or approval of, any governmental agency domestic or other third party foreign public body or authority is necessary by GNEL in connection with respect the making or the consummation of the Offer, except for such filings or registrations which, if not made, or for such authorizations, consents or approvals, which, if not received, would not have a Material Adverse Effect on GNEL or the ability of GNEL to any of consummate the transactions contemplated hereby in order to remain in full force and effect and consummation of the transactions contemplated hereby will not give rise to any right to termination, cancellation or acceleration or loss of any right or benefithereby.

No Violations. Neither METALS nor NEWCO is in violation of any METALS Charter Document. None of METALS, NEWCO, or, to the knowledge of METALS and NEWCO, any other party thereto, is in default under any lease, instrument, agreement, license, or permit to which METALS or NEWCO is a party, or by which METALS or NEWCO, or any of their respective properties, are bound (collectivelyExcept as disclosed on Schedule 4(e) hereto, the "METALS Documents"); and (a) the rights execution, delivery and benefits of METALS and NEWCO under the METALS Documents will not be adversely affected by the transactions contemplated hereby and (b) the execution and delivery performance of this Agreement by METALS and NEWCO and the performance of their obligations hereunder do EFI does not, and the consummation of the transactions contemplated hereby and compliance with the terms hereof by it will not, conflict withconstitute (i) subject to receipt of any required regulatory approvals, a breach or violation of, or a default under, any law, rule or regulation or any judgment, decree, order, governmental permit or license, to which EFI (or any of its properties) is subject, which breach, violation or default would have a Material Adverse Effect on it, or enable any person to enjoin the Merger, (ii) a breach or violation of, or a default under EFI's Articles of Incorporation, or bylaws, or (iii) a breach or violation of, or a default under (or an event which with due notice or lapse of time or both would constitute a default under), or result in any violation or default (with or without notice or lapse of timethe termination of, or both), under or give rise to a right of termination, cancellation, or acceleration of any obligation or to loss of a material benefit underaccelerate the performance required by, or result in the creation of any lien lien, pledge, security interest, charge or other encumbrance upon any of the properties or assets of METALS EFI under any of the terms, conditions or any NEWCO under, any provision provisions of (i) the Certificate of Incorporation or Bylaws of METALS or the comparable governing instruments of any NEWCO, (ii) any note, bond, mortgageindenture, indenture or deed of trust or any licensetrust, capital lease, contractsecurity agreement, commitmentloan agreement, agreement or arrangement commitment for the borrowing of money, or the deferred purchase price of assets, or other agreement, instrument or obligation to which METALS and any NEWCO EFI is a party party, or by to which any of their respective EXECUTION COPY EFI's properties or assets are bound may be bound, or (iii) affected, except for any judgment, order, decree or law, ordinance, rule or regulation, applicable to METALS or any NEWCO or their respective properties or assets. The execution of this Agreement and the performance of the obligations hereunder and foregoing that, individually or in the aggregate, would not have a Material Adverse Effect on EFI or enable any person to enjoin the Merger; and, except as disclosed on Schedule 4(e) hereto, the consummation of the transactions contemplated hereby will not require any approval, consent or waiver under any such law, rule, regulation, judgment, decree, order, governmental permit or license or the approval, consent or waiver of any other party to any such agreement, indenture or instrument, other than (x) all required approvals, consents and waivers of governmental authorities, (y) any such approval, consent or waiver that already has been obtained, and (z) any other approvals, consents or waivers, the absence of which, individually or in the aggregate, would not result in a Material Adverse Effect on EFI or enable any material violation or breach or constitute a default under, any of person to enjoin the terms or provisions of the METALS Documents or the METALS Charter Documents. Except as set forth on Schedule 6.9, none of the METALS Documents requires notice to, or the consent or approval of, any governmental agency or other third party with respect to any of the transactions contemplated hereby in order to remain in full force and effect and consummation of the transactions contemplated hereby will not give rise to any right to termination, cancellation or acceleration or loss of any right or benefitMerger.

No Violations. Neither METALS nor NEWCO is in violation of any METALS Charter Document. None of METALSThe execution, NEWCO, or, to the knowledge of METALS delivery and NEWCO, any other party thereto, is in default under any lease, instrument, agreement, license, or permit to which METALS or NEWCO is a party, or by which METALS or NEWCO, or any of their respective properties, are bound (collectively, the "METALS Documents"); and (a) the rights and benefits of METALS and NEWCO under the METALS Documents will not be adversely affected by the transactions contemplated hereby and (b) the execution and delivery performance of this Agreement by METALS the Acquiror and NEWCO and the performance of their obligations hereunder Merger Sub do not, and the consummation of the transactions contemplated hereby by the Acquiror and compliance with the terms hereof Merger Sub will not, conflict withconstitute (i) a breach or violation of, or a default under, any law, rule or regulation or any judgment, decree, order, governmental permit or license, or agreement, indenture or instrument of the Acquiror or Merger Sub or to which the Acquiror or Merger Sub (or any of their respective properties) is subject, which breach, violation or default would have a Material Adverse Effect on the Acquiror, or enable any person to enjoin the Merger, the Second Merger, the Subsidiary Holding Company Merger or the Bank Merger, (ii) a breach or violation of, or a default under, the articles of incorporation or by-laws of the Acquiror or Merger Sub or (iii) a breach or violation of, or a default under (or an event which with due notice or lapse of time or both would constitute a default under), or result in any violation or default (with or without notice or lapse of timethe termination of, or both), under or give rise to a right of termination, cancellation, or acceleration of any obligation or to loss of a material benefit underaccelerate the performance required by, or result in the creation of any lien lien, pledge, security interest, charge or other encumbrance upon any of the properties or assets of METALS the Acquiror or any NEWCO Merger Sub under, any provision of (i) the Certificate terms, conditions or provisions of Incorporation or Bylaws of METALS or the comparable governing instruments of any NEWCO, (ii) any note, bond, mortgageindenture, indenture or deed of trust or any licensetrust, lease, contract, commitment, loan agreement or arrangement other agreement, instrument or obligation to which METALS and any NEWCO the Acquiror or Merger Sub is a party party, or by to which any of their respective properties or assets are may be bound or (iii) affected, except for any judgment, order, decree or law, ordinance, rule or regulation, applicable to METALS or any NEWCO or their respective properties or assets. The execution of this Agreement and the performance of the obligations hereunder foregoing that, individually or in the aggregate, would not have a Material Adverse Effect on the Acquiror; and the consummation of the transactions contemplated hereby will not result in require any material violation approval, consent or breach waiver under any such law, rule, regulation, judgment, decree, order, governmental permit or constitute a default under, any of the terms or provisions of the METALS Documents license or the METALS Charter Documents. Except as set forth on Schedule 6.9approval, none of the METALS Documents requires notice to, or the consent or approval of, waiver of any governmental agency or other third party with respect to any such agreement, indenture or instrument, other than (i) the required approvals, consents and waivers of the transactions contemplated hereby governmental authorities referred to in order to remain in full force Section 5.1(b), (ii) any such approval, consent or waiver that already has been obtained, and effect and consummation of the transactions contemplated hereby will not give rise to (iii) any right to termination, cancellation or acceleration or loss of any right or benefit.other approvals,

No Violations. Neither METALS nor NEWCO is in violation of any METALS Charter Document. None of METALS, NEWCO, or, to the knowledge of METALS and NEWCO, any other party thereto, is in default under any lease, instrument, agreement, license, or permit to which METALS or NEWCO is a party, or by which METALS or NEWCO, or any of their respective properties, are bound (collectively, the "METALS Documents"); and (a) the rights and benefits None of METALS and NEWCO under the METALS Documents will not be adversely affected by the transactions contemplated hereby and (b) the execution and delivery of this Agreement by METALS and NEWCO and the performance of their obligations hereunder do notAddax, and the consummation of the transactions contemplated hereby and or the compliance by Addax with any of the terms provisions hereof will notviolate, conflict with, or result in breach of any violation provision of, require any consent, approval or notice under, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) or result in a right of termination or acceleration under, or result in a creation of any Lien upon any of the properties or assets of the Addax Group under, any of the terms, conditions or provisions of: (i) the Addax Governing Documents; or (ii) any Contract, except for Permitted Encumbrances and except for such Liens or circumstances which, or any consents, approvals or notices which if not given or received, would not have a Material Adverse Effect. (b) There is no confidentiality, non-competition, exclusivity or other similar Contract in place, to which the Addax Group, or, to the knowledge of Addax, any director or officer is a party or is otherwise bound that would now or hereafter: (i) limit in any material respect either the type of business in which the Addax Group may engage or the manner or locations in which any of them may so engage in any business; (ii) could require the disposition of any material assets or line of business of the Addax Group or; (iii) prohibits or limits the right of the Addax Group to produce, explore, exploit or distribute any products, services, reserves or resources. (c) The execution, delivery and performance of this Agreement by Xxxxx does not and will not result in the restriction of the Addax Group from engaging in its business or from competing with any person or in any geographical area. (d) The authorization, execution and delivery of this Agreement by Addax, the completion of the transactions contemplated hereby and the performance by Addax of its obligations hereunder and compliance by Addax with any of the provisions hereof will not result (with or without notice or lapse the passage of time, ) in a violation or both), breach of or constitute a default under or give rise to a right of termination, cancellation, or acceleration of any obligation or to loss of a material benefit under, or result in the creation of any lien upon any of the assets of METALS or any NEWCO under, any provision of (i) any Laws applicable to the Certificate of Incorporation Addax Group or Bylaws of METALS or the comparable governing instruments of any NEWCO, (ii) any note, bond, mortgage, indenture or deed of trust or any license, lease, contract, commitment, agreement or arrangement to which METALS and any NEWCO is a party or by which any of their respective properties or assets are bound or (iii) any judgment, order, decree or law, ordinance, rule or regulation, applicable to METALS or any NEWCO or their respective properties or assets. The execution as of the date of this Agreement and the performance or would result in a revocation or significant suspension of any Permit currently held in regard of the obligations hereunder and the consummation Addax Group under applicable Law as of the transactions contemplated hereby will not result in any material violation or breach or constitute a default under, any date of the terms or provisions of the METALS Documents or the METALS Charter Documents. Except as set forth on Schedule 6.9, none of the METALS Documents requires notice to, or the consent or approval of, any governmental agency or other third party with respect to any of the transactions contemplated hereby in order to remain in full force and effect and consummation of the transactions contemplated hereby will not give rise to any right to termination, cancellation or acceleration or loss of any right or benefitthis Agreement.

No Violations. Neither METALS nor NEWCO is in violation of any METALS Charter Document. None of METALS, NEWCO, or, After giving effect to the knowledge use of METALS proceeds as set forth in the Time of Sale Information, none of the issuance and NEWCOsale of the Securities and the Guarantees, any other party theretothe execution, is in default under any lease, instrument, agreement, license, or permit delivery and performance of each of the Transaction Documents by the Calumet Parties to which METALS or NEWCO each is a party, or by which METALS or NEWCO, or any of their respective properties, are bound (collectively, the "METALS Documents"); and (a) the rights and benefits of METALS and NEWCO under the METALS Documents will not be adversely affected compliance by the transactions contemplated hereby and (b) Calumet Parties with the execution and delivery of this Agreement by METALS and NEWCO and the performance of their obligations hereunder do not, terms hereof or thereof and the consummation of the transactions contemplated hereby and compliance by the Transaction Documents (i) constitutes or will constitute a violation of the Organizational Agreements or the certificates or articles of incorporation, limited partnership or formation, bylaws or other organizational documents, as the case may be, of such Calumet Party (collectively with the terms hereof Organizational Agreements, the “Organizational Documents”), (ii) constitutes or will not, conflict withconstitute a breach or violation of, or result in any violation a default under (or default (an event that, with or without notice or lapse of time, time or both, would constitute such a default), under any indenture, mortgage, deed of trust, loan agreement, lease or give rise other agreement or instrument to a right of termination, cancellation, or acceleration of any obligation or to loss of a material benefit under, or result in the creation of any lien upon which any of the assets of METALS or any NEWCO under, any provision of (i) the Certificate of Incorporation or Bylaws of METALS or the comparable governing instruments of any NEWCO, (ii) any note, bond, mortgage, indenture or deed of trust or any license, lease, contract, commitment, agreement or arrangement to which METALS and any NEWCO Calumet Parties is a party or by which any of them or any of their respective properties or assets are may be bound or subject, (iii) violates or will violate any statute, law or regulation or any order, rule, judgment, order, decree or law, ordinance, rule injunction of any court or regulation, applicable to METALS governmental agency or any NEWCO or their respective properties or assets. The execution of this Agreement and the performance of the obligations hereunder and the consummation of the transactions contemplated hereby will not result in any material violation or breach or constitute a default under, body having jurisdiction over any of the terms Calumet Parties or provisions any of their properties or (iv) results or will result in the METALS Documents creation or the METALS Charter Documents. Except as set forth on Schedule 6.9imposition of any lien, none charge or encumbrance upon any property or assets of the METALS Documents requires notice to, or the consent or approval of, any governmental agency or other third party with respect to any of the transactions contemplated hereby Calumet Parties, which breaches, violations, defaults, liens, charges or encumbrances, in order the case of clauses (ii), (iii) or (iv), would reasonably be expected to remain have, individually or in full force and effect and consummation the aggregate, a Material Adverse Effect or materially impair the ability of any of the transactions contemplated hereby will not give rise Calumet Parties to any right to termination, cancellation or acceleration or loss of any right or benefitperform their obligations under the Transaction Documents.

No Violations. Neither METALS nor NEWCO is in violation of any METALS Charter Document. None of METALS, NEWCO, or, to the knowledge of METALS and NEWCO, any other party thereto, is in default under any lease, instrument, agreement, license, or permit to which METALS or NEWCO is a party, or by which METALS or NEWCO, or any of their respective properties, are bound (collectively, the "METALS Documents"); and (a) the rights and benefits of METALS and NEWCO under the METALS Documents will not be adversely affected by the transactions contemplated hereby and (b) the The execution and delivery of this Agreement by METALS and NEWCO Agreement, the ------------- Related Agreements and the Reorganization Agreements by each member of the Seller Group party thereto, the performance by any member of their the Seller Group of its obligations hereunder do notunder this Agreement, the Related Agreements or any of the Reorganization Agreements and the consummation of the transactions contemplated hereby or thereby, do not and compliance with the terms hereof will not, not conflict with, or contravene, result in any a violation or breach of or default under (with or without the giving of notice or the lapse of time, time or both), under or give rise to create in any other Person a right of claim of termination, cancellationamendment, or require modification, acceleration of any obligation or to loss of a material benefit undercancellation of, or result in the creation of any lien Lien (or any obligation to create any Lien) upon any of the properties or assets of METALS or any NEWCO under, member of the Seller Group under (i) any provision of (i) any of the Certificate of Incorporation or Bylaws of METALS or the comparable governing instruments organizational documents of any NEWCOmember of the Seller Group, (ii) any note, bond, mortgage, indenture or deed Law applicable to any member of trust the Seller Group or any licenseof their respective properties or assets assuming the consents, leaseapprovals, contractauthorizations or permits and filings or notifications set forth in Sections 4.1(g) and 4.1(h) of the Seller Disclosure Letter are duly and timely obtained or made, commitment, agreement or arrangement (iii) except as to which METALS requisite waivers or consents have been obtained, and except for the consents and approvals required under the agreements and instruments listed in Section 4.1(g) of the Seller Disclosure Letter, any NEWCO Contract, to which any member of the Seller Group is a party or by which any of their respective properties or assets are bound or may be bound; other than any of the foregoing under clauses (ii) and (iii) which would not (A) result in a Liability of $100,000 in any judgmentone case or $500,000 in the aggregate, orderor (B) individually or in the aggregate have a Material Adverse Effect or (C) individually or in the aggregate, decree have a material adverse effect on the ability of any member of the Seller Group to perform its obligations under this Agreement, the Related Agreements or lawthe Reorganization Agreements. Except as set forth in Section 4.1(d) of the Seller Disclosure Letter, ordinance, rule or regulation, applicable to METALS or any NEWCO or their respective properties or assets. The neither the execution and delivery of this Agreement and Agreement, the performance Related Agreements or the Reorganization Agreements by any member of the obligations hereunder and Seller Group, nor the consummation of the transactions contemplated hereby or thereby, will not result in the Loss to the Buyer of any material violation or breach or constitute a default under, benefit enjoyed by any member of the terms or provisions of Seller Group in connection with the METALS Documents Business or the METALS Charter Documents. Except as set forth on Schedule 6.9, none of the METALS Documents requires notice to, or the consent or approval of, any governmental agency or other third party with respect to any of the transactions contemplated hereby in order to remain in full force and effect and consummation of the transactions contemplated hereby will not give rise to any right to termination, cancellation or acceleration or loss of any right or benefitAcquired Assets.

No Violations. Neither METALS nor NEWCO is in violation of any METALS Charter Document. None of METALS, NEWCO, or, to the knowledge of METALS and NEWCO, any other party thereto, is in default under any lease, instrument, agreement, license, or permit to which METALS or NEWCO is a party, or Except as contemplated by which METALS or NEWCO, or any of their respective properties, are bound (collectively, the "METALS Documents"); andthis Agreement: (ai) the rights and benefits of METALS and NEWCO under the METALS Documents will not be adversely affected by the transactions contemplated hereby and (b) neither the execution and delivery of this Agreement by METALS and NEWCO and Cona or the performance of their obligations hereunder do not, and WEF Parties nor the consummation of the Arrangement and the transactions contemplated hereby and by this Agreement nor compliance by Cona with any of the terms provisions hereof will notwill: (A) violate, conflict with, or result in a breach of any violation provision of, require any consent, approval or notice under, or constitute a default (or an event which, with or without notice or lapse of time, time or both), under would constitute a default) or give rise to result in a right of termination, cancellation, termination or acceleration of any obligation or to loss of a material benefit under, the constating or result in the creation governing documents of any lien upon any of the assets of METALS or any NEWCO under, any provision of (i) the Certificate of Incorporation or Bylaws of METALS Cona or the comparable governing instruments of any NEWCOWEF Parties; or (B) subject to compliance with applicable statutes and regulations, (ii) any note, bond, mortgage, indenture or deed of trust or any license, lease, contract, commitment, agreement or arrangement to which METALS and any NEWCO is a party or by which any of their respective properties or assets are bound or (iii) violate any judgment, ruling, order, decree or lawwrit, injunction, determination, award, decree, statute, ordinance, rule or regulation, regulation applicable to METALS Cona or the WEF Parties; (except, in the case of each of clauses (A) and (B) above, for such violations, conflicts, breaches, defaults, terminations, accelerations, creations of encumbrances, suspensions or revocations which, or any NEWCO consents, approvals or their respective properties notices which if not given or assets. The execution received, would not, individually or in the aggregate, be reasonably likely to materially delay or impede the ability of this Agreement Cona to consummate the Arrangement); or (ii) other than in connection with or in compliance with the provisions of Applicable Laws in relation to the completion of the Arrangement or which are required to be fulfilled post Arrangement, and except for the requisite approvals of the Court and the performance of the obligations hereunder and the Competition Act Approval: (A) there is no legal impediment to Cona’s consummation of the transactions contemplated hereby will not result in any material violation Arrangement; and (B) no filing or breach or constitute a default under, any of the terms or provisions of the METALS Documents or the METALS Charter Documents. Except as set forth on Schedule 6.9, none of the METALS Documents requires notice toregistration with, or the authorization, consent or approval of, any governmental agency domestic or other third party foreign public body or authority is required of Cona or the WEF Parties in connection with respect to any of the transactions contemplated hereby in order to remain in full force and effect and consummation of the transactions contemplated hereby will Arrangement, except for such filings or registrations which, if not give rise made, or for such authorizations, consents or approvals which, if not received, would not, individually or in the aggregate, be reasonably likely to any right materially delay or impede the ability of Cona to termination, cancellation or acceleration or loss of any right or benefitconsummate the Arrangement.

No Violations. Neither METALS nor NEWCO is in violation of any METALS Charter Document. None of METALS, NEWCO, or, to the knowledge of METALS and NEWCO, any other party thereto, is in default under any lease, instrument, agreement, license, or permit to which METALS or NEWCO is a party, or by which METALS or NEWCO, or any of their respective properties, are bound (collectively, the "METALS Documents"); and (a) the rights and benefits of METALS and NEWCO under the METALS Documents will not be adversely affected by the transactions contemplated hereby and (b) Neither the execution and delivery of this Agreement by METALS UPR and NEWCO and the performance of their obligations hereunder do notUPRI, and the consummation by them of the transactions contemplated hereby and nor compliance by them with any of the terms provisions hereof will notwill: (i) violate, conflict with, or result in breach of any violation provision of, require any consent, approval or notice under, or constitute a default (or an event which, with or without notice or lapse of time, time or both), under would constitute a default) or give rise to result in a right of termination, cancellation, termination or acceleration of any obligation or to loss of a material benefit under, or result in the a creation of any lien lien, security interest, charge or encumbrance upon any of the properties or assets of METALS UPR or UPRI or any NEWCO of their subsidiaries under, any provision of the terms, conditions or provisions of (ix) the Certificate charter or bylaws of Incorporation either UPR or Bylaws of METALS UPRI or the comparable governing instruments of any NEWCO, (iiy) any material note, bond, mortgage, indenture or indenture, loan agreement, deed of trust trust, agreement, lien, contract or other instrument or obligation to which UPR or UPRI or any license, lease, contract, commitment, agreement or arrangement to which METALS and any NEWCO of their subsidiaries is a party or by to which any of them, or any of their respective properties or assets are bound assets, may be subject or by which either UPR or UPRI or any of their subsidiaries is bound; or (iiiii) subject to compliance with the statutes and regulations referred to in Section 5.3(b), violate any judgment, ruling, order, decree or lawwrit, injunction, determination, award, decree, statute, ordinance, rule or regulation, regulation applicable to METALS UPR or UPRI or any NEWCO of their subsidiaries (except, in the case of each of clauses (i) and (ii) above, for such violations, conflicts, breaches, defaults, terminations which, or their respective properties any consents, approvals or assets. The execution notices which if not given or received, would not have any material adverse effect on the business, operations or financial condition of this Agreement UPR and its subsidiaries taken as a whole or on the performance ability of UPR to consummate the transactions contemplated hereby). (b) Other than in connection with or in compliance with the provisions of Securities Laws, the Competition Act (Canada), the Public Utilities Board Act (Alberta), the Gas Utilities Act (Alberta), the requirements of the obligations hereunder National Energy Board (Canada), the Investment Canada Act (Canada), the rules of The Toronto Stock Exchange, the Montreal Exchange, the United States Securities Exchange Act of 1934, as amended, state securities or "blue-sky" laws of the states of the United States, as amended, Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976 (United States), as amended (the "HSR Act"), and the any other pre-merger notification statutes, (i) there is no legal impediment to UPR and UPRI's consummation of the transactions contemplated hereby will not result in any material violation by this Agreement and (ii) no filing or breach or constitute a default under, any of the terms or provisions of the METALS Documents or the METALS Charter Documents. Except as set forth on Schedule 6.9, none of the METALS Documents requires notice toregistration with, or the authorization, consent or approval of, any governmental agency domestic or other third party foreign public body or authority is necessary by UPRI in connection with respect the making or the consummation of the Offer, except for such filings or registrations which, if not made, or for such authorizations, consents or approvals, which, if not received, would not have a material adverse effect on the ability of UPRI to any of consummate the transactions contemplated hereby in order to remain in full force and effect and consummation of the transactions contemplated hereby will not give rise to any right to termination, cancellation or acceleration or loss of any right or benefithereby.

No Violations. Neither METALS nor NEWCO is in violation of any METALS Charter Document. None of METALS, NEWCO, or, to the knowledge of METALS and NEWCO, any other party thereto, is in default under any lease, instrument, agreement, license, or permit to which METALS or NEWCO is a party, or by which METALS or NEWCO, or any of their respective properties, are bound (collectively, the "METALS Documents"); and (a) the rights and benefits of METALS and NEWCO under the METALS Documents will not be adversely affected by the transactions contemplated hereby and (b) Except as described on Schedule 8.3, neither the execution and delivery of this Agreement by METALS and NEWCO and the performance of their obligations hereunder do notPPI or Xxxxxxxxxxx, and the consummation of the transactions contemplated hereby and nor compliance by PPI or Xxxxxxxxxxx with any of the terms provisions hereof will notwill: (i) violate, conflict with, or result in breach of any violation provision of, require any consent, approval or notice under, or constitute a default (or an event which, with or without notice or lapse of time, time or both), under would constitute a default) or give rise to result in a right of termination, cancellation, termination or acceleration of any obligation or to loss of a material benefit under, or result in the a creation of any lien lien, security interest, charge or encumbrance upon the Shares or any of the properties or assets of METALS PPI or any NEWCO the PPI Subsidiaries under, any provision of the terms, conditions or provisions of (ix) the Certificate of Incorporation PPI Governing Documents, or Bylaws of METALS or the comparable governing instruments of any NEWCO, (iiy) any material note, bond, mortgage, indenture or indenture, loan agreement, deed of trust trust, agreement, lien, contract or any license, lease, contract, commitment, agreement other instrument or arrangement obligation to which METALS and PPI, any NEWCO is PPI Subsidiary or Xxxxxxxxxxx are a party or by to which they, or any of their respective properties or assets are bound assets, may be subject or by which either of them is bound; or (iiiii) violate any judgment, ruling, order, decree or lawwrit, injunction, determination, award, decree, statute, ordinance, rule or regulation, regulation applicable to METALS PPI, any PPI Subsidiary or Xxxxxxxxxxx, (except in the case of clause (ii) above, for such violations, conflicts, breaches, defaults, terminations which, or any NEWCO consents, approvals or their respective properties notices which if not given or assets. The execution received, would not have any material adverse effect on the business, operations or financial condition of PPI taken as a whole or on the ability of PPI or Xxxxxxxxxxx to consummate the transactions contemplated hereby). (i) there is no legal impediment to PPI or Xxxxxxxxxxx’x consummation of the transactions contemplated by this Agreement and (ii) no filing or registration with, or authorization, consent or approval of, any domestic or foreign public body or authority is necessary by PPI, any PPI Subsidiary or Xxxxxxxxxxx in connection with the performance of the obligations hereunder and making or the consummation of the transactions contemplated hereby will by this Agreement, except for such filings or registrations which, if not result in any material violation or breach or constitute a default under, any of the terms or provisions of the METALS Documents or the METALS Charter Documents. Except as set forth on Schedule 6.9, none of the METALS Documents requires notice tomade, or for such authorizations, consents or approvals, which, if not received, would not have a Material Adverse Change on the consent ability of PPI or approval of, any governmental agency or other third party with respect Xxxxxxxxxxx to any of consummate the transactions contemplated hereby in order to remain in full force and effect and consummation of the transactions contemplated hereby will not give rise to any right to termination, cancellation or acceleration or loss of any right or benefithereby.

No Violations. Neither METALS nor NEWCO is in violation of any METALS Charter Document. None of METALS, NEWCO, or, to the knowledge of METALS and NEWCO, any other party thereto, is in default under any lease, instrument, agreement, license, or permit to which METALS or NEWCO is a party, or by which METALS or NEWCO, or any of their respective properties, are bound (collectively, the "METALS Documents"); and (a) the rights and benefits of METALS and NEWCO under the METALS Documents will not be adversely affected by the transactions contemplated hereby and (b) the The execution and delivery of this Agreement by METALS and NEWCO and Agreement, the performance of their obligations hereunder do notother Transaction Documents, and the Offer, the Merger, the consummation of the other transactions contemplated hereby and thereby and compliance by Parent, Holdco, Hxxxxxxx and Purchaser with any of the terms provisions hereof and thereof, will not, not (i) conflict with, with or result in any breach of any provision of the Certificate of Incorporation, Bylaws, partnership agreement or other governing instruments of Parent, Holdco, Hxxxxxxx or Purchaser, (ii) require any Consent under or result in a violation or default breach of, or constitute (with or without due notice or lapse of time, time or both), under ) a default (or give rise to a any right of termination, cancellation, acceleration, suspension or acceleration of any obligation or to loss of a material benefit under, or result in the creation of any lien upon revocation) under any of the assets of METALS terms, conditions or any NEWCO under, any provision of (i) the Certificate of Incorporation or Bylaws of METALS or the comparable governing instruments provisions of any NEWCO, (ii) any note, bond, mortgage, indenture or deed of trust or any license, lease, contract, commitment, agreement or arrangement other instrument to which METALS and any NEWCO Parent, Holdco, Hxxxxxxx or Purchaser is a party or by which any of them or their respective properties or assets are may be bound (the “Parent Contracts”) or (iii) subject to obtaining the Consents from Governmental Authorities referred to in Section 3.3 hereof, contravene any judgmentLaw to which Parent, orderHoldco, decree Hxxxxxxx or law, ordinance, rule or regulation, applicable to METALS Purchaser or any NEWCO or of their respective assets or properties or assets. The are subject (taking into account the actions of all such parties prior to the execution of this Agreement Agreement), except, in the case of clauses (ii) and (iii) above, for any deviations from the performance of the obligations hereunder and foregoing which would not reasonably be expected to have a Purchaser Material Adverse Effect or prevent or materially delay the consummation of the transactions contemplated hereby will not result in by this Agreement or any material violation of the other Transaction Documents. As of the date hereof, there is no judgment, decree or breach order against Parent, Hxxxxxxx, Holdco, Purchaser or constitute a default underany of their subsidiaries or, to the knowledge of Parent, Holdco, Hxxxxxxx and Purchaser, any of the terms their directors or provisions of the METALS Documents officers (in their capacities as such), that would enjoin or the METALS Charter Documents. Except as set forth on Schedule 6.9, none of the METALS Documents requires notice to, or the consent or approval of, any governmental agency or other third party with respect to materially delay any of the transactions contemplated hereby in order to remain in full force and effect and consummation of by this Agreement or the transactions contemplated hereby will not give rise to any right to termination, cancellation or acceleration or loss of any right or benefitother Transaction Documents.

No Violations. Neither METALS nor NEWCO is in violation of any METALS Charter Document. None of METALSthe authorization, NEWCO, or, to the knowledge of METALS and NEWCO, any other party thereto, is in default under any lease, instrument, agreement, license, or permit to which METALS or NEWCO is a party, or by which METALS or NEWCO, or any of their respective properties, are bound (collectively, the "METALS Documents"); and (a) the rights and benefits of METALS and NEWCO under the METALS Documents will not be adversely affected by the transactions contemplated hereby and (b) the execution and delivery of this Agreement by METALS and NEWCO and Ten Fifty-Five or Ten Fifty-Five Subco nor the performance of their obligations hereunder do not, and the consummation completion of the transactions contemplated hereby and by this Agreement or the Amalgamation, nor the performance of its obligations thereunder, nor compliance by Ten Fifty-Five or Ten Fifty-Five Subco with any of the terms provisions hereof will notwill: (i) violate, conflict with, or result in any violation or default (with or without notice or the passage of time) in a violation or breach of any provision of, or require any consent, approval or notice under, or constitute a default (or an event which, with notice or lapse of time, time or both), under would constitute a default) or give rise to result in a right of termination, cancellation, termination or acceleration of any obligation or to loss of a material benefit indebtedness under, or result in the creation of any lien upon Encumbrance upon, any of the properties or assets of METALS Ten Fifty-Five or Ten Fifty-Five Subco, or cause any NEWCO underindebtedness to come due before its stated maturity or cause any credit commitment to cease to be available under any of the terms, any provision of conditions or provisions of: (iA) the Certificate of Incorporation its respective articles or Bylaws of METALS by-laws or the other comparable governing instruments of any NEWCO, organizational documents; or (B) Ten Fifty-Five Material Contracts; or (ii) subject to obtaining the Key Approvals, (A) result (with or without notice or the passage of time) in a violation or breach of or constitute a default under any provisions of any Laws applicable to Ten Fifty-Five or Ten Fifty-Five Subco or any of its properties or assets; or (B) cause the suspension or revocation of any Permit currently in effect with regard to Ten Fifty-Five or Ten Fifty-Five Subco (except, in the case of each of clauses (1) and (2) above, for such violations, conflicts, breaches, defaults, terminations, accelerations or creations of Encumbrances which, or any consents (expressly excluding the Key Approvals), approvals or notices which if not given or received, would not, individually or in the aggregate, reasonably be expected to have any Material Adverse Effect). (iii) give rise to any rights of first offer, first refusal or trigger any change in control provisions, rights of first offer or first refusal or any similar provisions or any restrictions or limitation under any such note, bond, mortgage, indenture or deed of trust or any license, leaseindenture, contract, commitmentlicense, agreement franchise or arrangement Permit, other than those consents, approvals, and notices, the failure of which to which METALS and any NEWCO is obtain would not reasonably be expected to have a party Material Adverse Effect on Ten Fifty-Five or by which any of their respective properties or assets are bound or (iii) any judgment, order, decree or law, ordinance, rule or regulation, applicable to METALS or any NEWCO or their respective properties or assets. The execution of this Agreement and the performance of the obligations hereunder and the consummation of the transactions contemplated hereby will not result in any material violation or breach or constitute a default under, any of the terms or provisions of the METALS Documents or the METALS Charter Documents. Except as set forth on Schedule 6.9, none of the METALS Documents requires notice to, or the consent or approval of, any governmental agency or other third party with respect to any of the transactions contemplated hereby in order to remain in full force and effect and consummation of the transactions contemplated hereby will not give rise to any right to termination, cancellation or acceleration or loss of any right or benefit.Ten Fifty-

No Violations. Neither METALS nor NEWCO is Assuming that the consents, approvals, authorizations, declarations, and filings referred to in violation of any METALS Charter Document. None of METALSSection 4.4 have been made or obtained and shall remain in full force and effect and the conditions set forth in Article VII shall have been satisfied or waived, NEWCOneither the execution, or, to the knowledge of METALS and NEWCO, any other party thereto, is in default under any lease, instrument, agreement, licensedelivery, or permit to which METALS or NEWCO is a party, or by which METALS or NEWCO, or any of their respective properties, are bound (collectively, the "METALS Documents"); and (a) the rights and benefits of METALS and NEWCO under the METALS Documents will not be adversely affected by the transactions contemplated hereby and (b) the execution and delivery performance of this Agreement by METALS and NEWCO and the performance of their obligations hereunder do notany Purchaser, and nor the consummation by any Purchaser of the transactions contemplated hereby and hereby, nor compliance by any Purchaser with any of the terms hereof provisions hereof, will not, (a) conflict with, with or result in any breach of any provisions of the articles or certificate of incorporation, as the case may be, or bylaws of a Purchaser, (b) result in a violation or default breach of, or constitute (with or without due notice or lapse of time, or both), under ) a default (or give rise to a any right of termination, cancellation, or acceleration of any obligation or to loss of a material benefit underacceleration, vesting, payment, exercise, suspension, or result in the creation of any lien upon revocation) under any of the assets terms, conditions, or provisions of METALS or any NEWCO under, any provision of (i) the Certificate of Incorporation or Bylaws of METALS or the comparable governing instruments of any NEWCO, (ii) any note, bond, mortgage, indenture or deed of trust or any trust, security interest, indenture, license, lease, contract, commitmentagreement, agreement plan, or arrangement other instrument or obligation to which METALS and any NEWCO a Purchaser is a party or by which any of their respective a Purchaser or a Purchaser's properties or assets are may be bound or affected, (iiic) violate any judgment, order, decree writ, injunction, decree, statute, rule, or law, ordinance, rule or regulation, regulation applicable to METALS any Purchaser or any NEWCO or their respective a Purchaser's properties or assets. The execution of this Agreement and the performance of the obligations hereunder and the consummation of the transactions contemplated hereby will not , (d) result in the creation or imposition of any material violation Encumbrance on any asset of any Purchaser, or breach (e) cause the suspension or constitute revocation of any permit, license, governmental authorization, consent, or approval necessary for any Purchaser to conduct its business as currently conducted, except in the case of clauses (b), (c), (d), and (e) for violations, breaches, defaults, terminations, cancellations, accelerations, creations, impositions, suspensions, or revocations that would not individually or in the aggregate have a default under, any of the terms Purchaser Material Adverse Effect or provisions of the METALS Documents or the METALS Charter Documents. Except except as set forth on Schedule 6.9, none in Section 4.5 of the METALS Documents requires notice to, or the consent or approval of, any governmental agency or other third party with respect to any of the transactions contemplated hereby in order to remain in full force and effect and consummation of the transactions contemplated hereby will not give rise to any right to termination, cancellation or acceleration or loss of any right or benefitPurchaser Disclosure Letter.

No Violations. (a) Neither METALS Pentacon nor NEWCO Newco is in violation of any METALS Pentacon Charter Document. None of METALSPentacon, NEWCONewco, or, to the knowledge of METALS Pentacon and NEWCONewco, any other party thereto, is in default under any lease, instrument, agreement, license, or permit to which METALS Pentacon or NEWCO Newco is a party, or by which METALS Pentacon or NEWCONewco, or any of their respective properties, are bound (collectively, the "METALS Pentacon Documents"); and and (a) the rights and benefits of METALS Pentacon and NEWCO Newco under the METALS Pentacon Documents will not be adversely affected by the transactions contemplated hereby and (b) the execution and delivery of this Agreement and the Other Agreements by METALS Pentacon and NEWCO Newco and the performance of their obligations hereunder and thereunder do not, and the consummation of the transactions contemplated hereby and thereby and compliance with the terms hereof and thereof will not, conflict with, or result in any violation or default (with or without notice or lapse of time, or both), under or give rise to a right of termination, cancellation, or acceleration of any obligation or to loss of a material benefit under, or result in the creation of any lien upon any of the assets of METALS Pentacon or any NEWCO Newco under, any provision of (i) the Certificate of Incorporation or Bylaws of METALS Pentacon Charter Documents or the comparable governing instruments of any NEWCONewco, (ii) any note, bond, mortgage, indenture or deed of trust or any license, lease, contract, commitment, agreement or arrangement to which METALS and any NEWCO Pentacon or Newco is a party or by which any of their respective properties or assets are bound or (iii) any judgment, order, decree or law, ordinance, rule or regulation, applicable to METALS Pentacon or any NEWCO Newco or their respective properties or assets. The execution of this Agreement and the performance of the obligations hereunder and the consummation of the transactions contemplated hereby will not result in any material violation or breach or constitute a default under, any of the terms or provisions of the METALS Documents or the METALS Charter Documents. . (b) Except as set forth on Schedule 6.96.9 or in Section 6.9(c), none of the METALS Pentacon Documents requires notice to, or the consent or approval of, any governmental agency or other third party with respect to any of the transactions contemplated hereby in order to remain in full force and effect and consummation of the transactions contemplated hereby will not give rise to any right to termination, cancellation or acceleration or loss of any right or benefit. (c) Except (i) for the filings by Pentacon in connection with the IPO of the Registration Statement, (ii) for the declaration of the effectiveness thereof by the SEC and filings with various state blue sky authorities, (iii) filings with blue sky authorities in connection with the transactions contemplated by this Agreement, (iv) for the making of the merger filings with the Secretary of State of the State of Delaware and the State of Incorporation in connection with the Merger, (v) for filings in consideration for listing on the NASDAQ National Market System or the New York Stock Exchange or other nationally recognized securities exchange; and (vi) for possible filings under the Haxx-Xxxxx-Xxxxxx Xct as contemplated in Section 7.13, Purchaser is not required make any declaration, filing or registration with, or notice to, or obtain any authorization, consent or approval of, any governmental or regulatory body or authority is necessary for the execution and delivery of this Agreement by NEWCO or Pentacon or the consummation by the Newco and Pentacon of the transactions contemplated hereby.

No Violations. Neither METALS nor NEWCO is in violation of any METALS Charter Document. None of METALS, NEWCO, or, to the knowledge of METALS and NEWCO, any other party thereto, is in default under any lease, instrument, agreement, license, or permit to which METALS or NEWCO is a party, or by which METALS or NEWCO, or any of their respective properties, are bound (collectively, the "METALS Documents"); and (a) the rights and benefits of METALS and NEWCO under the METALS Documents will not be adversely affected by the transactions contemplated hereby and (b) the execution and delivery of this Agreement by METALS and NEWCO and the performance of their obligations hereunder do notPeak, and nor the consummation of the transactions contemplated hereby Arrangement by Peak, nor compliance by Peak with any of the provisions hereof will: (i) subject to payment of the Indebtedness of Peak to be outstanding on the Closing Date under the Peak Amended and compliance Restated Credit Agreements in accordance with the terms hereof will payoff letters or other written confirmations described in Section 6.2(f) and except where it would not, individually or in the aggregate, reasonably be expected to have a Peak Material Adverse Effect, violate, conflict with, or result in a breach of any violation provision of, require any consent, approval or notice under, or constitute a default (or an event which with or without notice or lapse of timetime or both, would constitute a default) under, or both)result in granting to a third party a right to reduce fees or other payments to Peak or any of its Subsidiaries under, under or give rise result in granting to a third party a right of terminationfirst refusal, cancellationfirst opportunity, or other right or option to acquire properties or assets of Peak or any of its Subsidiaries under, or grant to a third party a right to force Peak or any of its Subsidiaries to purchase one or more assets under, or result in a right of termination or acceleration of any obligation or to loss of a material benefit under, or result in the creation of any lien upon Lien upon, any of the properties or assets of METALS Peak or any NEWCO of its Subsidiaries or cause any Indebtedness of Peak or any of its Subsidiaries to come due before its stated maturity or cause any credit commitment to cease to be available or cause any payment or other obligation to be imposed on Peak or any of its Subsidiaries under, any provision of the terms, conditions or provisions of (iA) the Certificate respective charters or by-laws or other comparable organizational documents of Incorporation Peak and its Subsidiaries or Bylaws of METALS or the comparable governing instruments of any NEWCO, (iiB) any note, bond, mortgage, indenture or indenture, loan agreement, deed of trust trust, Lien, or other Contract to which Peak or any license, lease, contract, commitment, agreement or arrangement to which METALS and any NEWCO of its Subsidiaries is a party or by to which Peak or any of its Subsidiaries, or any of their respective properties or assets are bound may be subject or by which Peak or any of its Subsidiaries is bound; or (iiiii) subject to obtaining the Regulatory Approvals and the Required Vote and compliance with the Interim Order and any judgmentapprovals required thereunder, orderthe Final Order and filings with the Registrar and compliance with any applicable Securities Laws, decree or law, ordinance, rule or regulation, (A) violate in any material respect any Law applicable to METALS Peak or any NEWCO of its Subsidiaries or any of their respective properties or assets. The execution , or (B) cause the suspension or revocation of this Agreement and the performance of the obligations hereunder and the consummation of the transactions contemplated hereby will not result in any material violation or breach or constitute a default under, any of the terms or provisions of the METALS Documents or the METALS Charter Documents. Except as set forth on Schedule 6.9, none of the METALS Documents requires notice to, or the consent or approval of, any governmental agency or other third party with respect to any of the transactions contemplated hereby Permit currently in order to remain in full force and effect and consummation of the transactions contemplated hereby will not give rise to any right to termination, cancellation or acceleration or loss of any right or benefiteffect.

No Violations. Neither METALS the execution of this Agreement nor NEWCO is the consummation of the transactions contemplated by this Agreement (a) violates or will violate the articles of incorporation or bylaws of the Company, (b) except as set forth in Section 5.4 of the Disclosure Schedule, violates, conflicts with, constitutes or will constitute a breach or violation of any METALS Charter Document. None term or provision of, or a default under, acceleration, termination or modification of METALSthe terms of, NEWCOor entitle any party to declare such a default, oror to accelerate, to terminate or modify the knowledge terms of METALS and NEWCOor under (in each case with or without notice or lapse of time or both), any other party theretoprovision of any indenture, is in default under any mortgage, lease, instrumentlicense, contract, loan, note, bond, agreement, license, instrument or permit other obligation to which METALS or NEWCO the Company is a party, or by which METALS or NEWCO, it or any of their respective propertiesits assets and properties are or may be bound or affected, are bound (c) violates or conflicts with any law, statute, ordinance, rule, regulation, order, writ, injunction, decree, judgment, award or other order of any Governmental Authority or body having jurisdiction over the Company or any of its assets or operations (each, an “Applicable Law”), (d) violates any license, permit, consent, order, authorization or approval of any Governmental Authority (collectively, the "METALS Documents"); and “Permits”) that are (ai) currently issued to the rights Company or (ii) required for the Company to lawfully conduct and benefits of METALS operate its business in the manner it currently conducts and NEWCO under operates such business or to permit it to own and use its assets in the METALS Documents will not be adversely affected by the transactions contemplated hereby manner it currently owns and (b) the execution and delivery of this Agreement by METALS and NEWCO and the performance of their obligations hereunder do not, and the consummation of the transactions contemplated hereby and compliance with the terms hereof will not, conflict withuses them, or result in any violation or default (with or without notice or lapse of time, or both), under or give rise to a right of termination, cancellation, or acceleration of any obligation or to loss of a material benefit under, or result e) results in the creation or imposition of any lien upon any of the assets of METALS or any NEWCO under, any provision of (i) the Certificate of Incorporation or Bylaws of METALS or the comparable governing instruments of any NEWCO, (ii) any note, bond, mortgage, indenture or deed of trust or any license, lease, contract, commitment, agreement or arrangement to which METALS and any NEWCO is a party or by which any of their respective properties or assets are bound or (iii) any judgment, order, decree or law, ordinance, rule or regulation, applicable to METALS or any NEWCO or their respective properties or assets. The execution of this Agreement and the performance of the obligations hereunder and the consummation of the transactions contemplated hereby will not result in any material violation or breach or constitute a default under, any of the terms or provisions of the METALS Documents or the METALS Charter Documents. Except as set forth on Schedule 6.9, none of the METALS Documents requires notice to, or the consent or approval of, any governmental agency or other third party Liens with respect to any of the transactions contemplated hereby in order to remain in full force and effect and consummation assets or properties of the transactions contemplated hereby will Company, other than (x) Liens set forth in Section 5.4 of the Disclosure Schedule and (y) statutory encumbrances of landlords, carriers, warehousemen, mechanics and materialmen and other similar encumbrances imposed by Applicable Law in the Ordinary Course of Business for sums not give rise to any right to terminationyet due and payable (the Liens and statutory encumbrances described in clauses (x) and (y) of this Section 5.4(e), cancellation or acceleration or loss of any right or benefitcollectively, “Permitted Liens”).

No Violations. Neither METALS nor NEWCO is in violation of any METALS Charter Document. None of METALS, NEWCO, or, to the knowledge of METALS and NEWCO, any other party thereto, is in default under any lease, instrument, agreement, license, or permit to which METALS or NEWCO is a party, or by which METALS or NEWCO, or any of their respective properties, are bound (collectively, the "METALS Documents"); and (a) the rights The execution, delivery and benefits of METALS and NEWCO under the METALS Documents will not be adversely affected by the transactions contemplated hereby and (b) the execution and delivery performance of this Agreement by METALS and NEWCO and the performance Ancillary Agreements by each of their obligations hereunder do not, Parent and Subsidiary and the consummation of the transactions contemplated hereby and compliance with thereby do not and will not (i) result in a breach or violation of any provision of the terms hereof will notcharter or by-laws or other governance document of any of them or in a material violation of any statute, conflict withrule, regulation or ordinance applicable to any of them or (ii) violate or result in any violation a breach of or constitute an event of default (with or without notice an event which might, upon the passage of time or lapse the giving of timenotice, or both), constitute an event of default) under any provision of, result in acceleration or cancellation of any obligation under, or give rise to a right of termination, cancellation, by any party to terminate or acceleration of any obligation or to loss of a material benefit under, or result in the creation of any lien upon any of the assets of METALS or any NEWCO amend its obligations under, any provision mortgage, deed of (i) the Certificate of Incorporation or Bylaws of METALS or the comparable governing instruments of any NEWCOtrust, (ii) any conveyance to secure debt, note, bondloan, mortgageindenture, indenture or deed of trust or any licenselien, material lease, contractagreement, commitmentinstrument, agreement order, judgment, decree or other material arrangement or commitment to which METALS and any NEWCO of them is a party or by which any of their respective assets or properties are bound, or assets are bound or (iii) violate any order, judgment, order, decree or law, ordinancedecree, rule or regulation, applicable to METALS regulation of any court or any NEWCO governmental agency or body having jurisdiction over any of them or any of their respective properties assets or assets. The properties, except for such consents, approvals, orders or authorizations, registrations, declarations or filings where failure of compliance would not, individually or in the aggregate, have a material adverse effect on the ability of any of them to consummate the transactions contemplated hereby, except where the failure of compliance would not have a material adverse effect on or delay the ability of any of them to consummate the transactions contemplated hereby. (b) Except for the consent of CIT Business Group/Business Credit, Inc., the consent or approval of Parent as sole stockholder of Subsidiary and the making of the Merger Filing, no consent, approval, order or authorization of or registration, declaration or filing with, any Person is required by Parent or Subsidiary in connection with the execution and delivery of this Agreement and or the performance of the obligations hereunder and Ancillary Agreements or the consummation of the transactions contemplated hereby will not result or thereby, except for such consents, approvals, orders or authorizations, registrations, declarations or filings where failure of compliance would not, individually or in any the aggregate, have a material violation adverse effect on the ability of Parent or breach or constitute a default under, any of the terms or provisions of the METALS Documents or the METALS Charter Documents. Except as set forth on Schedule 6.9, none of the METALS Documents requires notice to, or the consent or approval of, any governmental agency or other third party with respect Subsidiary to any of consummate the transactions contemplated hereby in order to remain in full force and effect and consummation of the transactions contemplated hereby will not give rise to any right to termination, cancellation or acceleration or loss of any right or benefithereby.

No Violations. Neither METALS the Borrower nor NEWCO any of its Subsidiaries is in violation of any METALS Charter Documentits organizational documents, by-laws, or other governing instruments. None Each of METALS, NEWCO, or, to the knowledge of METALS Borrower and NEWCO, any other party thereto, its Subsidiaries is in default under any leasecompliance with all laws applicable to it, instrument, agreement, license, and all orders and decrees of all courts and arbitrators in proceedings or permit actions to which METALS or NEWCO is a party, or by which METALS or NEWCO, or any of their respective properties, are bound (collectively, the "METALS Documents"); and (a) the rights and benefits of METALS and NEWCO under the METALS Documents will not be adversely affected by the transactions contemplated hereby and (b) the execution and delivery of this Agreement by METALS and NEWCO and the performance of their obligations hereunder do not, and the consummation of the transactions contemplated hereby and compliance with the terms hereof will not, conflict with, or result in any violation or default (with or without notice or lapse of time, or both), under or give rise to a right of termination, cancellation, or acceleration of any obligation or to loss of a material benefit under, or result in the creation of any lien upon any of the assets of METALS or any NEWCO under, any provision of (i) the Certificate of Incorporation or Bylaws of METALS or the comparable governing instruments of any NEWCO, (ii) any note, bond, mortgage, indenture or deed of trust or any license, lease, contract, commitment, agreement or arrangement to which METALS and any NEWCO it is a party or by which it is bound, where failure to comply would have a Materially Adverse Effect. Neither the Borrower nor any of their respective properties its Subsidiaries is in default in the performance of any obligation, agreement or assets are bound condition contained in any bond, debenture or (iii) note, or in any judgmentindenture, orderloan agreement, decree Material Contract or lawother agreement, ordinance, rule or regulation, applicable which default could reasonably be expected to METALS or any NEWCO or their respective properties or assetshave a Materially Adverse Effect. The execution execution, delivery and performance by the Borrower of this Agreement and the performance other Loan Documents to which it is a party do not and will not (i) require any consent or approval of the obligations hereunder and the consummation shareholders or owners of the transactions contemplated hereby will not Borrower; (ii) violate any provision of any law (including, without limitation, Regulation G, T, U or X of the Board of Governors of the Federal Reserve System) presently in effect having applicability to the Borrower or any of its Subsidiaries or any provision of their respective organizational papers or by-laws; (iii) violate, conflict or be inconsistent with, or result in any material violation or a breach of, or constitute a default under, or cause the termination or acceleration of, the organizational documents or by-laws of the Borrower or any of its Subsidiaries or any indenture or loan or credit agreement or any other agreement, lease or instrument to which the terms Borrower or provisions any of the METALS Documents its Subsidiaries is a party or the METALS Charter Documents. Except as set forth on Schedule 6.9, none of the METALS Documents requires notice toby which it or its properties may be bound or affected; or (iv) result in, or require, the consent creation or approval ofimposition of a Lien, any governmental agency upon or other third party with respect to any properties now owned or hereafter acquired by the Borrower or any of the transactions contemplated hereby in order to remain in full force and effect and consummation of the transactions contemplated hereby will not give rise to any right to terminationits Subsidiaries, cancellation or acceleration or loss of any right or benefitexcept as permitted by this Agreement.

No Violations. Neither METALS nor NEWCO is in violation of any METALS Charter Document. None of METALS, NEWCO, or, to the knowledge of METALS and NEWCO, any other party thereto, is in default under any lease, instrument, agreement, license, or permit to which METALS or NEWCO is a party, or by which METALS or NEWCO, or any of their respective properties, are bound (collectively, the "METALS Documents"); and (a) the rights and benefits of METALS and NEWCO under the METALS Documents will not be adversely affected by the transactions contemplated hereby and (b) the The execution and delivery of this Agreement by METALS and NEWCO Agreement, the Related Agreements and the Reorganization Agreements by each member of the Seller Group party thereto, the performance by any member of their the Seller Group of its obligations hereunder do notunder this Agreement, the Related Agreements or any of the Reorganization Agreements and the consummation of the transactions contemplated hereby or thereby, do not and compliance with the terms hereof will not, not conflict with, or contravene, result in any a violation or breach of or default under (with or without the giving of notice or the lapse of time, time or both), under or give rise to create in any other Person a right of claim of termination, cancellationamendment, or require modification, acceleration of any obligation or to loss of a material benefit undercancellation of, or result in the creation of any lien Lien (or any obligation to create any Lien) upon any of the properties or assets of METALS or any NEWCO under, member of the Seller Group under (i) any provision of (i) any of the Certificate of Incorporation or Bylaws of METALS or the comparable governing instruments organizational documents of any NEWCOmember of the Seller Group, (ii) any note, bond, mortgage, indenture or deed Law applicable to any member of trust the Seller Group or any licenseof their respective properties or assets assuming the consents, leaseapprovals, contractauthorizations or permits and filings or notifications set forth in Sections 4.1(g) and 4.1(h) of the Seller Disclosure Letter are duly and timely obtained or made, commitment, agreement or arrangement (iii) except as to which METALS requisite waivers or consents have been obtained, and except for the consents and approvals required under the agreements and instruments listed in Section 4.1(g) of the Seller Disclosure Letter, any NEWCO Contract, to which any member of the Seller Group is a party or by which any of their respective properties or assets are bound or may be bound; other than any of the foregoing under clauses (ii) and (iii) which would not (A) result in a Liability of $100,000 in any judgmentone case or $500,000 in the aggregate, orderor (B) individually or in the aggregate have a Material Adverse Effect or (C) individually or in the aggregate, decree have a material adverse effect on the ability of any member of the Seller Group to perform its obligations under this Agreement, the Related Agreements or lawthe Reorganization Agreements. Except as set forth in Section 4.1(d) of the Seller Disclosure Letter, ordinance, rule or regulation, applicable to METALS or any NEWCO or their respective properties or assets. The neither the execution and delivery of this Agreement and Agreement, the performance Related Agreements or the Reorganization Agreements by any member of the obligations hereunder and Seller Group, nor the consummation of the transactions contemplated hereby or thereby, will not result in the Loss to the Buyer of any material violation or breach or constitute a default under, benefit enjoyed by any member of the terms or provisions of Seller Group in connection with the METALS Documents Business or the METALS Charter Documents. Except as set forth on Schedule 6.9, none of the METALS Documents requires notice to, or the consent or approval of, any governmental agency or other third party with respect to any of the transactions contemplated hereby in order to remain in full force and effect and consummation of the transactions contemplated hereby will not give rise to any right to termination, cancellation or acceleration or loss of any right or benefitAcquired Assets.