Common use of Power, Authorization and Validity Clause in Contracts

Power, Authorization and Validity. (a) Company has the right, power and authority to enter into and perform its obligations under this Agreement and all Company Ancillary Agreements. The execution, delivery and performance of this Agreement and the Company Ancillary Agreements, and the Merger, have been duly and validly approved and authorized by Company, and this Agreement has been duly executed and delivered by Company. The affirmative votes of the holders of (i) a majority of the shares of Company Common Stock that are issued and outstanding (voting as a separate class), (ii) a majority of the shares of Company Common Stock and Company Preferred Stock that are issued and outstanding (voting together as a single class on an as-converted to Company Common Stock basis), (iii) a majority of the shares of Company Series D Preferred Stock that are issued and outstanding (voting as a separate class on an as-converted to Company Common Stock basis) and (iv) a majority of the shares of Company Preferred Stock that are issued and outstanding (voting together as a single class on an as-converted to Company Common Stock basis) (collectively, the “Requisite Votes”) are the only votes of the Company Stockholders necessary under all Applicable Laws and the Company Charter Documents to approve the Merger, this Agreement and, if required, each Company Ancillary Agreement and all other agreements, transactions and actions contemplated hereby and thereby. (b) No filing, authorization, consent, approval, permit, order, registration or declaration from any United States Governmental Authority is necessary to enable Company to enter into, and to perform its obligations under, this Agreement or the Company Ancillary Agreements, except for the filing of the Certificate of Merger with the State of Delaware Secretary of State. (c) This Agreement and the Company Ancillary Agreements are, or when executed by Company will be, and assuming the due authorization, execution and delivery hereof (and in the case of Acquirer Ancillary Agreements, thereof) by Acquirer and all other parties thereto will each constitute, valid and binding obligations of Company, enforceable against Company in accordance with their respective terms, subject only to the effect, if any, of (i) applicable bankruptcy and other similar laws affecting the rights of creditors generally, and (ii) rules of law governing specific performance, injunctive relief and other equitable remedies.

Power, Authorization and Validity. (a) Company has Acquirer and Sub have the right, power and authority to enter into and perform its their respective obligations under this Agreement and all Company Acquirer Ancillary Agreements. The execution, delivery and performance of this Agreement and the Company Acquirer Ancillary Agreements, and the Merger, have been duly and validly approved and authorized by Companyall necessary action by the Board of Directors of Sub, and no action on the part of the Board of Directors and stockholders of Acquirer is required to authorize the execution, delivery and performance of this Agreement, or the Merger and the consummation of the transactions contemplated hereby and thereby, and this Agreement has been duly executed and delivered by Company. The affirmative votes of the holders of (i) a majority of the shares of Company Common Stock that are issued Acquirer and outstanding (voting as a separate class), (ii) a majority of the shares of Company Common Stock and Company Preferred Stock that are issued and outstanding (voting together as a single class on an as-converted to Company Common Stock basis), (iii) a majority of the shares of Company Series D Preferred Stock that are issued and outstanding (voting as a separate class on an as-converted to Company Common Stock basis) and (iv) a majority of the shares of Company Preferred Stock that are issued and outstanding (voting together as a single class on an as-converted to Company Common Stock basis) (collectively, the “Requisite Votes”) are the only votes of the Company Stockholders necessary under all Applicable Laws and the Company Charter Documents to approve the Merger, this Agreement and, if required, each Company Ancillary Agreement and all other agreements, transactions and actions contemplated hereby and therebySub. (b) No filing, authorization, consent, approval, permit, order, registration or declaration from any United States Governmental Authority declaration, governmental or otherwise, is necessary to enable Company Acquirer and Sub to enter into, and to perform its their respective obligations under, this Agreement or the Company Acquirer Ancillary Agreements, except for for: (i) the filing of the Certificate of Merger with the State of Delaware Secretary of State; (ii) the filing of a direct overseas investment report in connection with Acquirer’s investment in Sub; and (iii) such other filings, authorizations, consents, approvals, permits, orders, registrations and declarations, if any, that if not made or obtained by Acquirer or Sub would not be material to Acquirer’s or Sub’s ability to consummate the Merger or to perform their respective obligations under this Agreement and the Acquirer Ancillary Agreements. (c) This Agreement and the Company Acquirer Ancillary Agreements are, or when executed by Company Acquirer and Sub (as applicable) will be, and assuming the due authorization, execution and delivery hereof (and in the case of Acquirer Ancillary Agreements, thereof) by Acquirer and all other parties thereto will each constitute, valid and binding obligations of Company, Acquirer and Sub (as applicable) enforceable against Company Acquirer and Sub (as applicable) in accordance with their respective terms, subject only to the effect, if any, of (i) applicable bankruptcy and other similar laws affecting the rights of creditors generally, and (ii) rules of law governing specific performance, injunctive relief and other equitable remedies.

Power, Authorization and Validity. (a) Company 3.2.1 FTI has the rightright power, power legal capacity and authority to enter into into, execute, deliver and perform its obligations under under, this Agreement Agreement, the Merger Certificates and all Company FTI Ancillary Agreements, and to consummate the Merger, whether HNC elects to consummate the Merger through a Stock Conversion or through a Cash Conversion. The execution, delivery and performance by FTI of this Agreement Agreement, and each of the Company FTI Ancillary Agreements, the Merger and FTI's consummation of the Merger, Merger as contemplated by this Agreement (whether HNC elects to consummate the Merger through a Stock Conversion or through a Cash Conversion) have each been duly and validly approved and authorized by Companyall necessary corporate action on the part of FTI's Board of Directors and shareholders in compliance with all applicable laws (including without limitation the Illinois Business Corporation Act) and the Articles of Incorporation and Bylaws of FTI, each as amended to date. Each FTI Shareholder has the right, power, legal capacity and authority to enter into, execute, deliver, and perform their respective obligations under, this Agreement has been duly and each of the FTI Shareholder Ancillary Agreements to be executed and delivered by Company. The affirmative votes of the holders of (i) a majority of the shares of Company Common Stock that are issued Founder and outstanding (voting as a separate class), (ii) a majority of the shares of Company Common Stock and Company Preferred Stock that are issued and outstanding (voting together as a single class on an as-converted such other FTI Shareholders pursuant to Company Common Stock basis), (iii) a majority of the shares of Company Series D Preferred Stock that are issued and outstanding (voting as a separate class on an as-converted to Company Common Stock basis) and (iv) a majority of the shares of Company Preferred Stock that are issued and outstanding (voting together as a single class on an as-converted to Company Common Stock basis) (collectively, the “Requisite Votes”) are the only votes of the Company Stockholders necessary under all Applicable Laws and the Company Charter Documents to approve the Merger, this Agreement and, if required, each Company Ancillary Agreement and all other agreements, transactions and actions contemplated hereby and therebyAgreement. (b) 3.2.2 No filing, authorization, consent, approval, permit, approval or order, registration governmental or declaration from any United States Governmental Authority otherwise, is necessary or required to be made or obtained by FTI, the Founder or any other FTI Shareholder to enable Company FTI, the Founder or any other FTI Shareholder to lawfully enter into, and to perform its or his respective obligations under, this Agreement Agreement, each of FTI Ancillary Agreements and each of the FTI Shareholder Ancillary Agreements to which FTI the Founder or the Company Ancillary Agreementsany such other FTI Shareholder is to be a party pursuant to this Agreement, except for for: (a) the filing of the Delaware Certificate of Merger with the State of Delaware Secretary of StateState and any such further documents as may be required under the Delaware General Corporation Law to effect the Merger; (b) the filing of the Illinois Articles of Merger with the Illinois Secretary of State and any such further documents as may be required under the Illinois Business Corporation Act to effect the Merger. (c) 3.2.3 This Agreement and the Company each of FTI Ancillary Agreements are, or when executed by Company FTI will be, and assuming the due authorization, execution and delivery hereof (and in the case of Acquirer Ancillary Agreements, thereof) by Acquirer and all other parties thereto will each constitute, valid and binding obligations of CompanyFTI, enforceable against Company FTI in accordance with their respective terms, subject only to the effect, if any, effect of (ia) applicable bankruptcy and other similar laws 16 affecting the rights of creditors generally and (b) rules of law and equity governing the availability of specific performance, injunctive relief and other equitable remedies. This Agreement and each of the FTI Shareholder Ancillary Agreements are, or when executed by the Founder or by any other FTI Shareholder who is a party thereto will be, a valid and binding obligation of the Founder or such other FTI Shareholder, enforceable against the Founder or such other FTI Shareholder in accordance with their respective terms, subject only to the effect of (a) applicable bankruptcy and other similar laws affecting the rights of creditors generally, generally and (iib) rules of law and equity governing the availability of specific performance, injunctive relief and other equitable remedies.

Power, Authorization and Validity. (a) Company Panopticon has the right, corporate power and authority to: (i) carry on its business as now conducted and as proposed to be conducted; (ii) own, operate and lease its properties in the manner in which its properties are currently owned, used and leased and in the manner in which its properties are proposed to be owned, used and leased; (iii) perform its obligations under all Panopticon Contracts, and (iv) enter into and perform its obligations under this Agreement and all Company Ancillary Agreementsagreements to which Panopticon is or will be a party that are required to be executed pursuant to or in connection with this Agreement (the "PANOPTICON ANCILLARY AGREEMENTS"). The execution, delivery and performance of this Agreement and the Company Panopticon Ancillary Agreements, and the Merger, have Agreements has been duly and validly approved and authorized by Company, and this Agreement has been duly executed and delivered by Company. The affirmative votes the unanimous vote of the holders Panopticon Board of (i) a majority of the shares of Company Common Stock that are issued and outstanding (voting as a separate class), (ii) a majority of the shares of Company Common Stock and Company Preferred Stock that are issued and outstanding (voting together as a single class on an as-converted to Company Common Stock basis), (iii) a majority of the shares of Company Series D Preferred Stock that are issued and outstanding (voting as a separate class on an as-converted to Company Common Stock basis) and (iv) a majority of the shares of Company Preferred Stock that are issued and outstanding (voting together as a single class on an as-converted to Company Common Stock basis) (collectively, the “Requisite Votes”) are the only votes of the Company Stockholders necessary under all Applicable Laws and the Company Charter Documents to approve the Merger, this Agreement and, if required, each Company Ancillary Agreement and all other agreements, transactions and actions contemplated hereby and therebyDirectors. (b) No filing, authorization, consent, authorization or approval, permitgovernmental or otherwise, order, registration or declaration from any United States Governmental Authority is necessary to enable Company Panopticon to enter into, into and to perform its obligations under, under this Agreement or and the Company Panopticon Ancillary Agreements, except for (i) the filing of the Agreement of Merger and the Certificate of Merger with the Secretaries of State of the State of California and Delaware, respectively, the filing of such officers' certificates and other documents as are required to effectuate the Merger under California and Delaware Secretary law and the filing of Stateappropriate documents with the relevant authorities of the states other than California in which Panopticon is qualified to do business, if any, (ii) such filings as may be required to comply with federal and state securities laws, including the Permit Application (as defined in Section 6.5), (iii) the approval of the holders of at least a majority of the outstanding shares of Panopticon common stock and two-thirds of the outstanding shares of Panopticon preferred stock of the Merger, this Agreement and related transactions contemplated hereby, and (iv) such filings as may be required by the HSR Act. As of the date hereof, the Panopticon Shareholders who have executed Voting Agreements collectively own shares of Panopticon Common Stock and Panopticon Preferred Stock representing, in the aggregate, voting power sufficient to approve the Merger, this Agreement and the related transactions contemplated hereby. (c) This Agreement and the Company Panopticon Ancillary Agreements are, or when executed and delivered by Company will be, Panopticon and assuming the due authorization, execution and delivery hereof (and in the case of Acquirer Ancillary Agreements, thereof) by Acquirer and all other parties thereto will each constitutebe, valid and binding obligations of Company, Panopticon enforceable against Company Panopticon in accordance with their respective terms, subject only except as to the effect, if any, of (i) applicable bankruptcy and other similar laws affecting the rights of creditors generally, and (ii) rules of law governing specific performance, injunctive relief and other equitable remediesremedies and (iii) the enforceability of provisions requiring indemnification; provided, however, that the Certificate of Merger, the Agreement of Merger and the Panopticon Ancillary Agreements will not be effective until the earlier of the Effective Time and the date provided for therein.

Power, Authorization and Validity. (a) Company Acquirer has the right, requisite corporate power and authority to enter into and perform its obligations under this Agreement and all Company each of the Acquirer Ancillary Agreements. The execution, delivery and performance of this Agreement and the Company Acquirer Ancillary Agreements, and the Merger, have been duly and validly approved and authorized by CompanyAcquirer in compliance with Applicable Law, and this Agreement has been duly executed and delivered by CompanyAcquirer. Sub has the requisite corporate power and authority to enter into and perform its obligations under this Agreement and all Sub Ancillary Agreements. The affirmative votes issuance of shares of Acquirer Common Stock in the Merger does not require the approval of Acquirer's stockholders. Sub has the requisite corporate power and authority to enter into, execute, deliver and perform its obligations under this Agreement, and each of the holders Sub Ancillary Agreements. The execution, delivery and performance of (i) a majority of the shares of Company Common Stock that are issued and outstanding (voting as a separate class), (ii) a majority of the shares of Company Common Stock and Company Preferred Stock that are issued and outstanding (voting together as a single class on an as-converted to Company Common Stock basis), (iii) a majority of the shares of Company Series D Preferred Stock that are issued and outstanding (voting as a separate class on an as-converted to Company Common Stock basis) and (iv) a majority of the shares of Company Preferred Stock that are issued and outstanding (voting together as a single class on an as-converted to Company Common Stock basis) (collectively, the “Requisite Votes”) are the only votes of the Company Stockholders necessary under all Applicable Laws and the Company Charter Documents to approve the Merger, this Agreement and, if required, each Company Ancillary Agreement and all other agreementsSub Ancillary Agreements by Sub have been duly and validly approved and authorized by Sub's Board of Directors and by Acquirer as the sole stockholder of Sub in compliance with applicable law (including without limitation the DGCL) and Sub's Certificate of Incorporation and Bylaws, transactions and actions contemplated hereby and therebyeach as amended. (b) No filing, authorization, consent, consent or approval, permitgovernmental or otherwise, order, registration or declaration from any United States Governmental Authority is necessary to enable Company Acquirer and Sub to enter into, and to perform its their respective obligations under, this Agreement Agreement, the Acquirer Ancillary Agreements or the Company Sub Ancillary Agreements, except for for: (i) such post-closing filings as may be required to comply with United States federal and state securities laws; (ii) the filing of the Certificate of Merger with the State SEC and the effectiveness of Delaware Secretary any registration statement under the Securities Act that is required to be filed by Acquirer after the Effective Time pursuant to the terms and conditions of Statethis Agreement or the Declaration of Registration Rights; (iii) the filing by Acquirer of such reports and information with the SEC under the Exchange Act, and the rules and regulations promulgated by the SEC thereunder, as may be required in connection with this Agreement, the Merger and the other transactions contemplated by this Agreement; and (iv) such other consents, approvals, permits, orders, authorizations, registrations, declarations and filings, if any, that if not made or obtained by Acquirer or Sub would not be material to Acquirer's or Sub's ability to consummate the Merger or to perform their respective obligations under this Agreement, the Acquirer Ancillary Agreements and the Sub Ancillary Agreements, respectively. (c) This Agreement and the Company Acquirer Ancillary Agreements are, or when executed by Company Acquirer will be, and assuming the due authorization, execution and delivery hereof (and in the case of Acquirer Ancillary Agreements, thereof) by Acquirer and all other parties thereto will each constitute, valid and binding obligations of Company, Acquirer enforceable against Company Acquirer in accordance with their respective terms. This Agreement and the Sub Ancillary Agreements are, subject only to the effector when executed by Sub will be, if any, valid and binding obligations of (i) applicable bankruptcy and other similar laws affecting the rights of creditors generally, and (ii) rules of law governing specific performance, injunctive relief and other equitable remediesSub enforceable against Sub in accordance with their respective terms.

Power, Authorization and Validity. (a) 5.2.1 The Company and each Effective Time Stockholder has the right, power power, legal capacity and authority to enter into and perform its obligations under this Agreement and all any Ancillary Agreement that he or it is a party to. 5.2.2 The Company and each Effective Time Stockholder has full power and authority to execute, deliver and perform this Agreement and any Ancillary AgreementsAgreement that he or it is a party to. The execution, delivery and performance by the Company and each Effective Time Stockholder of this Agreement, and the Ancillary Agreements that he or it is party to, have been duly authorized and approved as necessary, including the Company's board of directors and the Stockholders and, except for the Merger Filing, no other corporate proceedings on the part of the Company or any Effective Time Stockholder are necessary to authorize this Agreement or the transactions contemplated hereby. This Agreement has been duly authorized, executed and delivered by the Company and each Effective Time Stockholder and is the legal, valid and binding obligation of the Company and each Effective Time Stockholder enforceable in accordance with its terms, and each of the Ancillary Agreements that the Company and each Effective Time Stockholder is a party to has been duly authorized and upon execution and delivery will be a legal, valid and binding obligation of the Company and/or each Effective Time Stockholder as the case may be enforceable in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy or insolvency laws and general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). 5.2.3 Other than the Merger Filing, no consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any federal, state or local governmental authority on the part of the Company (the "Governmental Consents and Filings") is required in connection with the consummation of the transactions contemplated by this Agreement and the Company Ancillary Agreements, and the Merger, have been duly and validly approved and authorized by Company, and this Agreement has been duly executed and delivered by Company. The affirmative votes of the holders of (i) a majority of the shares of Company Common Stock that are issued and outstanding (voting as a separate class), (ii) a majority of the shares of Company Common Stock and Company Preferred Stock that are issued and outstanding (voting together as a single class on an as-converted to Company Common Stock basis), (iii) a majority of the shares of Company Series D Preferred Stock that are issued and outstanding (voting as a separate class on an as-converted to Company Common Stock basis) and (iv) a majority of the shares of Company Preferred Stock that are issued and outstanding (voting together as a single class on an as-converted to Company Common Stock basis) (collectively, the “Requisite Votes”) are the only votes of the Company Stockholders necessary under all Applicable Laws and the Company Charter Documents to approve the Merger, this Agreement and, if required, each Company Ancillary Agreement and all other agreements, transactions and actions contemplated hereby and thereby. (b) No filing, authorization, consent, approval, permit, order, registration or declaration from any United States Governmental Authority is necessary to enable Company to enter into, and to perform its obligations under, this Agreement or the Company Ancillary Agreements, except for the filing of the Certificate of Merger with the State of Delaware Secretary of State. (c) This Agreement and the Company Ancillary Agreements are, or when executed by Company will be, and assuming (the due authorization, execution and delivery hereof (and in the case of Acquirer Ancillary Agreements, thereof) by Acquirer and all other parties thereto will each constitute, valid and binding obligations of Company, enforceable against Company in accordance with their respective terms, subject only to the effect, if any, of (i) applicable bankruptcy and other similar laws affecting the rights of creditors generally, and (ii) rules of law governing specific performance, injunctive relief and other equitable remedies"Contemplated Transaction").

Power, Authorization and Validity. (a) Company 4.2.1 HNC has the right, power and authority to enter into into, execute and perform its obligations under this Agreement and all Company the HNC Ancillary Agreements. The execution, delivery and performance of this Agreement and the Company HNC Ancillary Agreements, and the Merger, Agreements by HNC have been duly and validly approved and authorized by Company, and this Agreement has been duly executed and delivered by CompanyHNC's Board of Directors. The affirmative votes of the holders of (i) a majority issuance of the shares of Company HNC Common Stock that are to be issued in the Merger requires the approval of HNC's stockholders. Sub has the right, power and outstanding (voting as a separate class)authority to execute, (ii) a majority deliver and perform its obligations under this Agreement, and upon approval of the shares of Company Common Stock and Company Preferred Stock that are issued and outstanding (voting together as a single class on an as-converted to Company Common Stock basis), (iii) a majority of the shares of Company Series D Preferred Stock that are issued and outstanding (voting as a separate class on an as-converted to Company Common Stock basis) and (iv) a majority of the shares of Company Preferred Stock that are issued and outstanding (voting together as a single class on an as-converted to Company Common Stock basis) (collectively, the “Requisite Votes”) are the only votes of the Company Stockholders necessary under all Applicable Laws Merger and the Company Charter Documents Agreement of Merger by Sub's sole stockholder, Sub will have the right, power and authority to approve execute, deliver and perform the Merger, this Agreement and, if required, each Company Ancillary Agreement of Merger and all other agreementsSub Ancillary Agreements. The execution, transactions delivery and actions contemplated hereby performance of this Agreement, the Agreement of Merger and therebyall other Sub Ancillary Agreements by Sub have been duly and validly approved and authorized by Sub's Board of Directors. (b) 4.2.2 No filing, authorization, consent, approval, permit, approval or order, registration governmental or declaration from any United States Governmental Authority otherwise, is necessary or required to enable Company HNC or Sub to enter into, and to perform its obligations under, this Agreement Agreement, the HNC Ancillary Agreements or the Company Sub Ancillary Agreements, respectively, except for (a) the filing with the SEC of the Proxy Statement relating to the meeting of the stockholders of HNC to be held with respect to the issuance of shares of HNC Common Stock and the HNC Options in connection with the Merger and the SEC's approval of such Proxy Statement (or failure to respond or object to the distribution of such Proxy Statement within the time required by applicable law and regulations), (b) the filing by the Company of such reports and information with the SEC under the 1934 Act and the rules and regulations promulgated by the SEC thereunder, as may be required in connection with this Agreement, the Merger and the transactions contemplated hereby; (c) the filing with the SEC of a Form D, if so elected by HNC; (d) the filing of the Agreement of Merger (or the Certificate of Merger Merger) with the State of Delaware Secretary of StateState and any such further documents as may be required under the Delaware General Corporation Law to effect the Merger; (e) the filing of the Agreement of Merger (and related officers' certificates) with the California Secretary of State and any such further documents as may be required under the California Corporations Code to effect the Merger; (f) such filings and notifications as may be necessary under the HSR Act and the expiration of applicable waiting periods under the HSR Act; (g) such other filings as may be required by the Nasdaq National Market System with respect to the HNC Merger Shares to be issued in the Merger and the Company Options to be assumed by HNC in the Merger; (h) the approval of the issuance of shares of HNC Common Stock in the Merger by the stockholders of HNC in accordance with applicable law, HNC's Certificate of Incorporation and Bylaws, and the approval of this Agreement, the Agreement of Merger and the Merger by the stockholder of Sub; and (i) such other filings, if any, as may be required to comply with federal and state securities laws. (c) 4.2.3 This Agreement and the Company HNC Ancillary Agreements are, or when executed by Company HNC will be, and assuming the due authorization, execution and delivery hereof (and in the case of Acquirer Ancillary Agreements, thereof) by Acquirer and all other parties thereto will each constitute, valid and binding obligations of CompanyHNC, enforceable against Company in accordance with their respective terms, subject only except as to the effect, if any, of (ia) applicable bankruptcy and other similar laws affecting the rights of creditors generally, generally and (iib) rules of law and equity governing specific performance, injunctive relief and other equitable remedies. This Agreement and the Sub Ancillary Agreements are, or when executed by Sub will be, valid and binding obligations of Sub, enforceable in accordance with their respective terms, except as to the effect, if any, of (a) applicable bankruptcy and other similar laws affecting the rights of creditors generally and (b) rules of law and equity governing specific performance, injunctive relief and other equitable remedies.

Power, Authorization and Validity. (a) Company TransLink has the right, all requisite legal and corporate power and authority to enter into and perform its their respective obligations under this Agreement the Registration Rights Agreement, the Voting Agreement and all Company the Stock Restriction Agreement (together, the "Ancillary Agreements"), and, subject to the approval of the Shareholders of TransLink, all of whom are listed on Schedule 3.2(a) hereto (the "TransLink Shareholders"), to consummate the transactions contemplated hereby. The execution, delivery and performance of this Agreement and the Company Ancillary Agreements, Agreements and the Merger, consummation of the transactions contemplated hereby and thereby have been duly and validly approved and authorized by Company, all necessary action (corporate or other) on the part of TransLink. (b) This Agreement and this Agreement has the Ancillary Agreements have been or will be duly executed and delivered by Company. The affirmative votes of the holders of (i) a majority of the shares of Company Common Stock that are issued and outstanding (voting as a separate class), (ii) a majority of the shares of Company Common Stock and Company Preferred Stock that are issued and outstanding (voting together as a single class on an as-converted to Company Common Stock basis), (iii) a majority of the shares of Company Series D Preferred Stock that are issued and outstanding (voting as a separate class on an as-converted to Company Common Stock basis) and (iv) a majority of the shares of Company Preferred Stock that are issued and outstanding (voting together as a single class on an as-converted to Company Common Stock basis) (collectively, the “Requisite Votes”) are the only votes of the Company Stockholders necessary under all Applicable Laws and the Company Charter Documents to approve the Merger, this Agreement TransLink and, subject to such approval by the TransLink Shareholders, constitute valid and binding obligations of TransLink, enforceable in accordance with their respective terms subject to the effect, if requiredany, each Company Ancillary Agreement of applicable bankruptcy, reorganization, insolvency, moratorium and all other agreements, transactions laws affecting creditors' rights generally from time to time in effect and actions contemplated hereby and therebyto general equitable principles. (bc) No filing, authorization, consent, approval, permitorder or authorization of, orderor registration, registration declaration or declaration from filing with, any United States court, administrative agency or commission or other governmental authority or instrumentality (a "Governmental Authority Entity"), is necessary required by or with respect to enable Company to enter into, TransLink in connection with the execution and to perform its obligations under, delivery of this Agreement or any Ancillary Agreement or the Company Ancillary Agreements, consummation of the transactions contemplated hereby or thereby except for (i) the filing of the Certificate of Merger with the Secretary of State of Delaware Secretary the State of State. (c) This Agreement and the Company Ancillary Agreements areDelaware, or when executed by Company will be, and assuming the due authorization, execution and delivery hereof (and in the case of Acquirer Ancillary Agreements, thereof) by Acquirer and all other parties thereto will each constitute, valid and binding obligations of Company, enforceable against Company in accordance with their respective terms, subject only to the effect, if any, of (i) applicable bankruptcy and other similar laws affecting the rights of creditors generally, and (ii) rules the filing of law governing specific performancethe Articles of Merger with the Secretary of State of the State of Washington, injunctive relief (iii) such consents, waivers, approvals, orders, authorizations, registrations, declarations and filings as may be required under applicable federal and state securities laws and (iv) such other equitable remediesconsents, waivers, authorizations, filings, approvals and registrations which are set forth on Schedule 3.2.

Power, Authorization and Validity. (a) Company Each of Seller and Shareholder has the requisite corporate right, power power, legal capacity, and authority to enter into and perform its obligations under this Agreement and all Company agreements to which Seller or Shareholder is or will be a party as contemplated by this Agreement (the “Seller Ancillary Agreements”). The execution, delivery delivery, and performance of this Agreement and the Company Seller Ancillary Agreements, and the Merger, Agreements by Seller have been duly and validly approved by Seller’s board of directors and authorized Shareholder, as required by Companyapplicable Law. The execution, delivery, and performance of this Agreement has and the Seller Ancillary Agreements (to which Shareholder is a party) by Shareholder have been duly executed and delivered validly approved by CompanyShareholder’s board of directors. The affirmative votes No additional corporate proceedings on the part of Seller or Shareholder are necessary to authorize the execution and delivery of this Agreement and the Seller Ancillary Agreements and the consummation by Seller and Shareholder of the holders of (i) a majority of the shares of Company Common Stock that are issued and outstanding (voting as a separate class), (ii) a majority of the shares of Company Common Stock and Company Preferred Stock that are issued and outstanding (voting together as a single class on an as-converted to Company Common Stock basis), (iii) a majority of the shares of Company Series D Preferred Stock that are issued and outstanding (voting as a separate class on an as-converted to Company Common Stock basis) and (iv) a majority of the shares of Company Preferred Stock that are issued and outstanding (voting together as a single class on an as-converted to Company Common Stock basis) (collectively, the “Requisite Votes”) are the only votes of the Company Stockholders necessary under all Applicable Laws and the Company Charter Documents to approve the Merger, this Agreement and, if required, each Company Ancillary Agreement and all other agreements, transactions and actions contemplated hereby and thereby. (b) No Except for the Seller Required Consents, no filing, authorization, approval, or consent, approvalgovernmental or otherwise, permit, order, registration or declaration from any United States Governmental Authority is necessary to enable Company Seller or Shareholder to enter into, and to perform its their respective obligations under, this Agreement or and the Company Seller Ancillary Agreements, except for the filing of the Certificate of Merger with the State of Delaware Secretary of State. (c) This Agreement has been duly and the Company Ancillary Agreements are, or when validly executed and delivered by Company will be, Seller and assuming Shareholder. Assuming the due authorization, execution execution, and delivery hereof (thereof by Axtive and in Purchaser, this Agreement constitutes, and the case of Acquirer Seller Ancillary Agreements, thereof) when executed and delivered by Acquirer Seller and all other parties thereto Shareholder, will each constitute, valid valid, and binding obligations of CompanySeller and Shareholder, as the case may be, enforceable against Company each of them in accordance with their respective terms, subject only except as to the effect, if any, of of: (i) applicable bankruptcy and bankruptcy, insolvency, reorganization, moratorium, or other similar laws Laws affecting the rights of creditors generally, and ; (ii) rules of law Law governing specific performance, injunctive relief relief, and other equitable remedies; and (iii) any rights to indemnification being limited under applicable securities Laws. provided, however, that the Axtive Ancillary Agreements will not be effective until the earlier of the date set forth therein or the Closing Date.

Power, Authorization and Validity. (a) Subject to adoption of this Agreement pursuant to the Company Stockholder Consent, Company has the right, all requisite corporate power and authority to enter into and perform its obligations under this Agreement and all Company Ancillary Agreements. The execution, execution and delivery and performance of this Agreement and the Company Ancillary Agreements, Agreements and the Merger, consummation of the transactions contemplated hereby have been duly and validly approved and authorized by Company, and this the Company Board. This Agreement has been duly executed and delivered by Company. The affirmative votes of Company and constitutes the holders of (i) a majority of the shares of Company Common Stock that are issued and outstanding (voting as a separate class), (ii) a majority of the shares of Company Common Stock and Company Preferred Stock that are issued and outstanding (voting together as a single class on an as-converted to Company Common Stock basis), (iii) a majority of the shares of Company Series D Preferred Stock that are issued and outstanding (voting as a separate class on an as-converted to Company Common Stock basis) and (iv) a majority of the shares of Company Preferred Stock that are issued and outstanding (voting together as a single class on an as-converted to Company Common Stock basis) (collectively, the “Requisite Votes”) are the only votes of the Company Stockholders necessary under all Applicable Laws and the Company Charter Documents to approve the Merger, this Agreement and, if required, each Company Ancillary Agreement and all other agreements, transactions and actions contemplated hereby and thereby. (b) No filing, authorization, consent, approval, permit, order, registration or declaration from any United States Governmental Authority is necessary to enable Company to enter into, and to perform its obligations under, this Agreement or the Company Ancillary Agreements, except for the filing of the Certificate of Merger with the State of Delaware Secretary of State. (c) This Agreement and the Company Ancillary Agreements are, or when executed by Company will be, and assuming the due authorization, execution and delivery hereof (and in the case of Acquirer Ancillary Agreements, thereof) by Acquirer and all other parties thereto will each constitute, valid and binding obligations obligation of Company, Company enforceable against Company in accordance with their respective its terms, subject only to the effect, if any, of (i) applicable bankruptcy and other similar laws affecting the rights of creditors generally, generally and (ii) rules of law governing specific performance, injunctive relief and other equitable remedies. The Company Board, by resolutions duly adopted (and not thereafter modified or rescinded) by the unanimous vote of the Company Board, has approved and adopted this Agreement and approved the Merger, determined that this Agreement and the terms and conditions of the Merger and this Agreement are advisable and in the best interests of Company and its stockholders, and directed that the adoption of this Agreement be submitted to the Company Stockholders for consideration and recommended that all of the stockholders of Company adopt this Agreement. (b) No filing, authorization, consent, approval, permit, order, registration or declaration, governmental or otherwise, is necessary to enable Company to enter into, and to perform its obligations under, this Agreement or the Company Ancillary Agreements, except for: (i) the filing of the Certificate of Merger with the Delaware Secretary of State; and (ii) such other filings, authorizations, consents, approvals, permits, orders, registrations and declarations, if any, that if not made or obtained by Company would not be material to Company’s ability to consummate the Merger or to perform its obligations under this Agreement and the Company Ancillary Agreements and would not, individually or in the aggregate, be material to Company or its business.

Power, Authorization and Validity. (a) 3.2.1 The Company has the right, power and authority to enter into into, execute, deliver and perform its obligations under this Agreement and all the Company Ancillary Agreements, and the Company has all requisite corporate power and authority to consummate the Merger. This Agreement, the Company Ancillary Agreements, the Merger and all of the principal terms of each of the foregoing have been duly and validly approved by the stockholders of the Company in compliance with applicable law (including without limitation the Delaware General Corporation Law) and the Certificate of Incorporation and Bylaws of the Company, both as amended. The execution, delivery and performance by the Company of this Agreement and each of the Company Ancillary Agreements, and the Merger, Agreements have been duly and validly approved and authorized by all necessary corporate action on the part of the Company's Board of Directors. Each of the Principal Company Stockholders has the right, power and legal capacity and authority to enter into, execute, deliver and perform such Principal Company Stockholder's respective obligations under this Agreement has been duly and each of the Principal Company Stockholder Ancillary Agreements to be executed and delivered by Companysuch Principal Company Stockholder. The affirmative votes holders of shares of Company Common Stock, or shares of Company Preferred Stock, which in the aggregate constitute at least 90% of the holders total number of (ia) a majority of the all shares of Company Common Stock that are issued and outstanding plus (voting as a separate class), (iib) a majority of the all shares of Company Common Stock and Company Preferred Stock that are issued and outstanding (voting together as a single class on an as-converted to Company Common Stock basis), (iii) a majority issuable upon the conversion of the shares of Company Series D Preferred Stock that are issued and outstanding (voting as a separate class on an as-converted to Company Common Stock basis) and (iv) a majority of the all shares of Company Preferred Stock that are issued and outstanding (voting together such total number of shares is referred to as a single class on an as-converted "TOTAL COMPANY VOTING SHARES"), have executed and delivered to Company Common Stock basis) (collectively, the “Requisite Votes”) are the only votes of the Company Stockholders necessary written Company Stockholder Agreements and Consents in substantially the form set forth in Exhibit E hereto ("COMPANY STOCKHOLDER CONSENTS"); and each such holder has the right, power and legal capacity and authority to enter into, execute, deliver and perform such holder's obligations under all Applicable Laws and the such Company Charter Documents to approve the Merger, this Agreement and, if required, each Company Ancillary Agreement and all other agreements, transactions and actions contemplated hereby and therebyStockholder Consents. (b) 3.2.2 No filing, authorization, consent, approval, permit, approval or order, registration governmental or declaration from any United States Governmental Authority otherwise, is necessary or required to enable the Company to lawfully enter into, and to perform its obligations under, this Agreement or and each of the Company Ancillary Agreements or to enable the Principal Company Stockholders to lawfully enter into, and to perform such stockholder's obligations under, each of the Principal Company Stockholder Ancillary Agreements, except for (a) the filing of the Agreement of Merger (and related officers' certificates) or Certificate of Merger with the State of Delaware Secretary of State. State and any such further documents as may be required under the Delaware General Corporation Law to effect the Merger; and (cb) This Agreement such filings and notifications as may be required to be made by the Company Ancillary Agreements areand/or any Principal Company Stockholder in connection with the Merger under the Hart-Xxxxx-Xxxxxx Xxxitrust Improvements Act of 1976, or when executed by Company will be, and assuming as amended (the due authorization, execution and delivery hereof (and in the case of Acquirer Ancillary Agreements, thereof) by Acquirer and all other parties thereto will each constitute, valid and binding obligations of Company, enforceable against Company in accordance with their respective terms, subject only to the effect, if any, of (i) applicable bankruptcy and other similar laws affecting the rights of creditors generally, and (ii) rules of law governing specific performance, injunctive relief and other equitable remedies"HSR ACT").

Power, Authorization and Validity. (a) Company Rose Waste has the right, power power, legal capacity and authority authority: (i) to carry on its business as now conducted and as proposed to be conducted; (ii) to own, use and lease its properties in the manner in which its properties are currently owned, used and leased and in the manner in which its properties are proposed to be owned, used and leased; (iii) to perform its obligations under all Rose Waste Contracts; and (iv) subject to stockholder and director approval of this Agreement and the Merger, to enter into and perform its obligations under this Agreement and all Company Ancillary Agreementsother agreements to which Rose Waste is or will be a party that are required to be executed pursuant to this Agreement (collectively with this Agreement, the "ROSE WASTE MERGER AGREEMENTS"). The execution, delivery and performance of this Agreement and the Company Ancillary Agreements, and the Merger, Rose Waste Merger Agreements have been duly and validly approved and authorized by Company, Rose Waste's Board of Directors and this Agreement has been duly executed and delivered by Company. The affirmative votes of the holders of (i) a majority of the shares of Company Common Stock that are issued and outstanding (voting as a separate class), (ii) a majority of the shares of Company Common Stock and Company Preferred Stock that are issued and outstanding (voting together as a single class on an as-converted to Company Common Stock basis), (iii) a majority of the shares of Company Series D Preferred Stock that are issued and outstanding (voting as a separate class on an as-converted to Company Common Stock basis) and (iv) a majority of the shares of Company Preferred Stock that are issued and outstanding (voting together as a single class on an as-converted to Company Common Stock basis) (collectively, the “Requisite Votes”) are the only votes of the Company Stockholders necessary under all Applicable Laws and the Company Charter Documents to approve the Merger, this Agreement and, if required, each Company Ancillary Agreement and all other agreements, transactions and actions contemplated hereby and therebyRose Waste Stockholders. (b) No filing, authorizationauthorization or approval with any governmental body, consent, approval, permit, order, registration or declaration from any United States Governmental Authority is necessary to enable Company Rose Waste to enter into, into and to perform its obligations under, this Agreement or the Company Ancillary under Rose Waste Merger Agreements, except for for: (i) the filing of the Certificate of Merger with the Delaware and California Secretaries of State and the filing of Delaware Secretary appropriate documents with the relevant authorities of Stateother states in which Rose Waste is qualified to do business, if any; (ii) such filings as may be required to comply with federal and state securities laws; (iii) approval by Rose Waste Stockholders of the transactions contemplated hereby; and (iv) consents required under Contracts. (c) This Agreement and the Company Ancillary Rose Waste Merger Agreements are, or when executed by Company Rose Waste will be, and assuming the due authorization, execution and delivery hereof (and in the case of Acquirer Ancillary Agreements, thereof) by Acquirer and all other parties thereto will each constitute, valid and binding obligations of Company, Rose Waste enforceable against Company in accordance with their respective terms, subject only except as to the effect, if any, of of: (i) applicable bankruptcy and other similar laws affecting the rights of creditors generally, and ; (ii) rules of law governing specific performance, injunctive relief and other equitable remedies; and (iii) the enforceability of provisions requiring indemnification; provided, however, that the Certificate of Merger will not be effective until filed with the Delaware and California Secretaries of State.

Power, Authorization and Validity. (a) Company 2.2.1 Target has the corporate right, power power, legal capacity and authority to enter into and perform its obligations under this Agreement and all Company under the Escrow Agreement and the other agreements to be signed by Target in connection with this Agreement (the "Target Ancillary Agreements"). This --------------------------- Agreement and the Target Ancillary Agreements have been or will be duly executed and delivered by Target. The execution, delivery and performance of this Agreement and the Company Target Ancillary Agreements, and the Merger, Agreements have been duly and validly approved and authorized by Companyall necessary corporate action on the part of Target (other than the approval and adoption of this Agreement by the shareholders of Target as required under Utah Law). The Board of Directors of Target has (a) unanimously determined that the Merger is advisable and fair and in the best interests of Target and its shareholders, (b) unanimously approved the execution, delivery and performance of this Agreement by the Target and has unanimously approved the Merger, and (c) unanimously recommended the adoption and approval of this Agreement has been duly executed and delivered the Merger by Companythe Target shareholders and directed that this Agreement and the Merger be submitted for consideration by the Target's shareholders at the Shareholders' Meeting (as defined in Section 4.14). The affirmative votes vote of the holders of (i) a majority of the shares of Company Common Stock that are issued and outstanding (voting as a separate class), (ii) a majority of the shares of Company Target Common Stock and Company Preferred Stock that are issued Stock, voting in accordance with Target's Articles of Incorporation and Utah law, outstanding on the record date for the Stockholders' Meeting (voting together as a single class on an as-converted to Company Common Stock basis), (iiithe "Required Vote") a majority is the only vote of the holders of any class or ------------- series of the Company's capital stock necessary to adopt and approve this Agreement, the Merger and the other transactions contemplated by this Agreement. The signatories of the Voting Agreements signed concurrently herewith own or have the power to vote in the aggregate shares of Company Series D Preferred Target Stock that are issued and outstanding (voting as a separate class on an as-converted to Company Common Stock basis) and (iv) a majority of which if all voted would have the shares of Company Preferred Stock that are issued and outstanding (voting together as a single class on an as-converted to Company Common Stock basis) (collectively, the “Requisite Votes”) are the only votes of the Company Stockholders necessary under all Applicable Laws and the Company Charter Documents to approve the Merger, this Agreement and, if required, each Company Ancillary Agreement and all other agreements, transactions and actions contemplated hereby and therebyRequired Vote. (b) 2.2.2 No filing, authorization, consent, approval, permit, order, registration authorization or declaration from approval with or of any United States Governmental Authority governmental entity is necessary or required to be made or obtained prior to the Effective Time to enable Company Target to enter into, and to perform its obligations under, this Agreement or and the Company Target Ancillary Agreements, except for (a) the filing of the Certificate Articles of Merger with the State Division, the filing of such officers' certificates and other documents as are required to effectuate the Merger under Utah law and the filing of appropriate documents with the relevant authorities of the states other than Delaware Secretary of State. and Utah in which Target is qualified to do business, if any, (b) such filings as may be required to comply with federal and state securities laws, (c) This the approval of the Target Shareholders of the transactions contemplated hereby, and (d) the filings required by the HSR Act. 2.2.3 Assuming the due authorization, execution and delivery by Acquirer and, if applicable, Newco, this Agreement and the Company Target Ancillary Agreements are, or when executed and delivered by Company will beTarget, and assuming the due authorization, execution and delivery hereof (and in the case of Acquirer Ancillary Agreements, thereof) by Acquirer and all other parties thereto will each constitutebe, valid and binding obligations of CompanyTarget, enforceable against Company Target and against the Escrow Shares deposited pursuant to the Escrow Agreement in accordance with their respective terms, subject only to approval of Target's shareholders, except as to the effect, if any, of (ia) applicable bankruptcy and other similar laws affecting the rights of creditors generally, and (iib) rules of law governing specific performance, injunctive relief and other equitable remedies, and (c) the enforceability of provisions requiring indemnification in connection with the offering, issuance or sale of securities.

Power, Authorization and Validity. The Stockholder, and Xxxxx --------------------------------- Bear Realty, Inc. (a"Xxxxx Bear") Company in the case of the Lease Agreement, has the right, all requisite legal power and authority authority, as the case may be, to enter into and perform his or its obligations under this Agreement, the Registration Rights Agreement attached hereto as Exhibit 7.1(d) (the "Rights Agreement"), the Employment Letter attached hereto as Exhibit 7.1(f) (the "Employment Letter"), the lease agreement by and between Xxxxx Bear and Purchaser in substantially the form attached as Exhibit 7.1(e) (the "Lease Agreement") and the Escrow Agreement by and among the Purchaser, Stockholder and the escrow agent attached hereto as Exhibit 7.1(c) (the "Escrow Agreement" and this Agreement, the Rights Agreement, the Employment Letter, the Lease Agreement and all Company Ancillary the Escrow Agreement together being referred to as the "Transaction Agreements) and to consummate the transactions contemplated hereby. The execution, delivery and performance of this Agreement the Transaction Agreements and the Company Ancillary Agreements, consummation of the transactions contemplated hereby and the Merger, thereby have been duly and validly approved and authorized by Companyall necessary action, and this Agreement has including, if applicable, corporate action, by or on behalf of Xxxxx Bear. The Transaction Agreements have been duly executed and delivered by Company. The affirmative votes of Stockholder or Xxxxx Bear, as the holders of (i) a majority of the shares of Company Common Stock that are issued and outstanding (voting as a separate class), (ii) a majority of the shares of Company Common Stock and Company Preferred Stock that are issued and outstanding (voting together as a single class on an as-converted to Company Common Stock basis), (iii) a majority of the shares of Company Series D Preferred Stock that are issued and outstanding (voting as a separate class on an as-converted to Company Common Stock basis) and (iv) a majority of the shares of Company Preferred Stock that are issued and outstanding (voting together as a single class on an as-converted to Company Common Stock basis) (collectively, the “Requisite Votes”) are the only votes of the Company Stockholders necessary under all Applicable Laws and the Company Charter Documents to approve the Merger, this Agreement and, if required, each Company Ancillary Agreement and all other agreements, transactions and actions contemplated hereby and thereby. (b) No filing, authorization, consent, approval, permit, order, registration or declaration from any United States Governmental Authority is necessary to enable Company to enter into, and to perform its obligations under, this Agreement or the Company Ancillary Agreements, except for the filing of the Certificate of Merger with the State of Delaware Secretary of State. (c) This Agreement and the Company Ancillary Agreements are, or when executed by Company will case may be, and assuming the due authorization, execution and delivery hereof (and in the case of Acquirer Ancillary Agreements, thereof) by Acquirer and all other parties thereto will each constitute, constitute valid and binding obligations of CompanyStockholder or Xxxxx Bear, enforceable against Company in accordance with their respective termsas the case may be, subject only to the effectlaws of general application relating to bankruptcy, if any, insolvency and the relief of (i) applicable bankruptcy debtors and other similar laws affecting the rights of creditors generally, and (ii) rules of law governing specific performance, injunctive relief and other equitable remedies. No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity, is required by or with respect to the Stockholder or Xxxxx Bear, as the case may be in connection with the execution and delivery of the Transaction Agreements by the Stockholder or Xxxxx Bear, as the case may be, or the consummation by the Stockholder or Xxxxx Bear, as the case may be, of the transactions contemplated hereby and thereby.

Power, Authorization and Validity. (a) Company 2.2.1 Target has the corporate right, power power, legal capacity and authority to enter into and perform its obligations under this Agreement and all Company under the Escrow Agreement, the Employment Agreements and the Noncompetition Agreements (the "Target Ancillary Agreements"). This Agreement and the Target Ancillary Agreements have been or will be duly executed and delivered by Target. The execution, delivery and performance of this Agreement and the Company Target Ancillary Agreements, and the Merger, Agreements have been duly and validly approved and authorized by Companyall necessary corporate action on the part of Target (other than the approval and adoption of this Agreement by the shareholders of Target as required under California Law). The Board of Directors of Target (at a meeting duly called and held or by action by unanimous written consent) has (a) unanimously determined that the Merger is advisable and fair and in the best interests of Target and its shareholders, (b) unanimously approved the execution, delivery and performance of this Agreement by the Target and has unanimously approved the Merger, and (c) unanimously recommended the adoption and approval of this Agreement has been duly executed and delivered the Merger by Companythe Target shareholders and directed that this Agreement and the Merger be submitted for consideration by the Target's shareholders at the Shareholders' Meeting (as defined in Section 4.15). The affirmative votes vote of the holders of (i) a majority of the shares of Company Target Common Stock that are issued and outstanding (Preferred Stock voting as a separate single class), (ii) a majority as well as the affirmative vote of the holders of at least 50% of the outstanding shares of Company Common Stock and Company Target Preferred Stock that are issued and outstanding on the record date for the Shareholders' Meeting (voting together as a single class on an as-converted to Company Common Stock basis), (iiithe "Required Vote") a majority is the only vote of the holders of any class or series of the Company's capital stock necessary to adopt and approve this Agreement, the Merger and the other transactions contemplated by this Agreement. The signatories of the Voting Agreements signed concurrently herewith own or have the power to vote in the aggregate shares of Company Series D Preferred Target Stock that are issued and outstanding (voting as a separate class on an as-converted to Company Common Stock basis) and (iv) a majority of which if all voted would have the shares of Company Preferred Stock that are issued and outstanding (voting together as a single class on an as-converted to Company Common Stock basis) (collectively, the “Requisite Votes”) are the only votes of the Company Stockholders necessary under all Applicable Laws and the Company Charter Documents to approve the Merger, this Agreement and, if required, each Company Ancillary Agreement and all other agreements, transactions and actions contemplated hereby and therebyRequired Vote. (b) 2.2.2 No filing, authorization, consent, approval, permit, order, registration authorization or declaration from approval with or of any United States Governmental Authority governmental entity is necessary or required to be made or obtained prior to the Effective Time to enable Company Target to enter into, and to perform its obligations under, this Agreement or and the Company Target Ancillary Agreements, except for (a) the filing of the Certificate California Agreement of Merger with the Secretary of State of Delaware Secretary the State of State. California, the filing of such officers' certificates and other documents as are required to effectuate the Merger under California law and the filing of appropriate documents with the relevant authorities of the states other than California in which Target is qualified to do business, if any, (b) such filings as may be required to comply with federal and state securities laws, and (c) This the approval of the Target Shareholders of the transactions contemplated hereby. 2.2.3 Assuming the due authorization, execution and delivery by Acquirer and, if applicable, Minimee, this Agreement and the Company Target Ancillary Agreements are, or when executed and delivered by Company will beTarget, and assuming the due authorization, execution and delivery hereof (and in the case of Acquirer Ancillary Agreements, thereof) by Acquirer and all other parties thereto will each constitutebe, valid and binding obligations of CompanyTarget, enforceable against Company Target and against the Escrow Shares deposited pursuant to the Escrow Agreement in accordance with their respective terms, subject only to approval of Target's shareholders, except as to the effect, if any, of (ia) applicable bankruptcy and other similar laws affecting the rights of creditors generally, and (iib) rules of law governing specific performance, injunctive relief and other equitable remedies, and (c) the enforceability of provisions requiring indemnification in connection with the offering, issuance or sale of securities.

Power, Authorization and Validity. (a) Company Each Seller has the full right, corporate power and authority to enter into into, execute, deliver and perform its obligations under this Agreement and each other agreement or document to which such Seller is to be a party or which it is to execute pursuant to this Agreement (collectively, the "SELLER ANCILLARY AGREEMENTS"), and each Seller has all Company Ancillary Agreementsrequisite corporate power and authority to consummate the Sale in accordance with the terms of this Agreement. The execution, delivery and performance of this Agreement and each of the Company Seller Ancillary Agreements, and the Merger, Agreements have been duly and validly approved and authorized by Companyall necessary corporate action on the part of each Seller's Board of Directors and shareholders. To the knowledge of Sellers, each shareholder of each Seller has all requisite power and this authority to enter into the Inducement and Non-Competition Agreements (as defined below). This Agreement has been duly executed and delivered by Company. The affirmative votes of each Seller and at the holders of (i) a majority of Closing the shares of Company Common Stock that are issued and outstanding (voting as a separate class), (ii) a majority of the shares of Company Common Stock and Company Preferred Stock that are issued and outstanding (voting together as a single class on an as-converted to Company Common Stock basis), (iii) a majority of the shares of Company Series D Preferred Stock that are issued and outstanding (voting as a separate class on an as-converted to Company Common Stock basis) and (iv) a majority of the shares of Company Preferred Stock that are issued and outstanding (voting together as a single class on an as-converted to Company Common Stock basis) (collectively, the “Requisite Votes”) are the only votes of the Company Stockholders necessary under all Applicable Laws and the Company Charter Documents to approve the Merger, this Agreement and, if required, each Company Ancillary Agreement and all other agreements, transactions and actions contemplated hereby and thereby. (b) No filing, authorization, consent, approval, permit, order, registration or declaration from any United States Governmental Authority is necessary to enable Company to enter into, and to perform its obligations under, this Agreement or the Company Ancillary Agreements, except for the filing of the Certificate of Merger with the State of Delaware Secretary of State. (c) This Agreement and the Company Seller Ancillary Agreements are, or when will be duly executed and delivered by Company will be, and assuming the each Seller. Assuming due authorization, execution and delivery hereof by Purchaser, (and in the case of Acquirer Ancillary Agreements, thereofi) by Acquirer and all other parties thereto will each constitutethis Agreement constitutes a legal, valid and binding obligations obligation of Company, each Seller enforceable against Company each Seller in accordance with their respective terms, subject only its terms (except to the effectextent provided under laws relating to bankruptcy, if anyinsolvency, reorganization, arrangement, moratorium, or fraudulent conveyance or as provided under general principles of (i) applicable bankruptcy and other similar laws affecting the rights of creditors generally, and equity); (ii) rules upon each Seller's execution of law governing specific performancethe Seller Ancillary Agreements, injunctive relief each of the Seller Ancillary Agreements will constitute a legal, valid and other equitable remediesbinding obligation of each Seller enforceable against each Seller in accordance with its terms (except to the extent provided under laws relating to bankruptcy, insolvency, reorganization, arrangement, moratorium, or fraudulent conveyance or as provided under general principles of equity).

Power, Authorization and Validity. (a) 3.2.1 The Company has the right, power power, legal capacity, and authority to enter into into, execute, deliver, and perform its obligations under this Agreement and all the Company Ancillary Agreements, and the Company has all requisite corporate power and authority to consummate the Merger. This Agreement, the Agreement of Merger, the Merger, and all of the principal terms of each of the foregoing have been duly and validly approved by the stockholders of the Company in compliance with applicable law (including without limitation the Delaware General Corporation Law) and the Certificate of Incorporation and Bylaws of the Company, both as amended. The execution, delivery and performance by the Company of this Agreement and each of the Company Ancillary Agreements, and the Merger, Agreements have been duly and validly approved and authorized by all necessary corporate action on the part of the Company's Board of Directors. Each of the LSA Stockholders has the right, power, legal capacity and authority to enter into, execute, deliver, and perform his respective obligations under this Agreement has been duly and each of the LSA Stockholder Ancillary Agreements to be executed and delivered by Company. The affirmative votes of the holders of (i) a majority of the shares of Company Common Stock that are issued and outstanding (voting as a separate class), (ii) a majority of the shares of Company Common Stock and Company Preferred Stock that are issued and outstanding (voting together as a single class on an as-converted to Company Common Stock basis), (iii) a majority of the shares of Company Series D Preferred Stock that are issued and outstanding (voting as a separate class on an as-converted to Company Common Stock basis) and (iv) a majority of the shares of Company Preferred Stock that are issued and outstanding (voting together as a single class on an as-converted to Company Common Stock basis) (collectively, the “Requisite Votes”) are the only votes of the Company Stockholders necessary under all Applicable Laws and the Company Charter Documents to approve the Merger, this Agreement and, if required, each Company Ancillary Agreement and all other agreements, transactions and actions contemplated hereby and therebysuch LSA Stockholder. (b) 3.2.2 No filing, authorization, consent, approval, permit, approval or order, registration governmental or declaration from any United States Governmental Authority otherwise, is necessary or required to be made or obtained by the Company or any LSA Stockholder to enable the Company or such LSA Stockholder to lawfully enter into, and to perform its or his obligations under, this Agreement or Agreement, each of the Company Ancillary Agreements and each of the LSA Stockholder Ancillary Agreements, except for (a) the filing of the Agreement of Merger (or the Certificate of Merger Merger) with the State of Delaware Secretary of StateState and any such further documents as may be required under the Delaware General Corporation Law to effect the Merger; and (b) the filing of the Agreement of Merger (and related officers' certificates) with the California Secretary of State and any such further documents as may be required under the California Corporations Code to effect the Merger. (c) 3.2.3 This Agreement and each of the Company Ancillary Agreements are, or when executed by the Company will be, and assuming the due authorization, execution and delivery hereof (and in the case of Acquirer Ancillary Agreements, thereof) by Acquirer and all other parties thereto will each constitute, valid and binding obligations of the Company, enforceable against the Company in accordance with their respective terms, subject only to the effect, if any, effect of (ia) applicable bankruptcy and other similar laws affecting the rights of creditors generally, generally and (iib) rules of law and equity governing specific performance, injunctive relief and other equitable remedies. This Agreement and each of the LSA Stockholder Ancillary Agreements are, or when executed by a LSA Stockholder will be, a valid and binding obligation of such LSA Stockholder, enforceable against such LSA Stockholder in accordance with their respective terms, subject only to the effect of (a) applicable bankruptcy and other similar laws affecting the rights of creditors generally and (b) rules of law and equity governing specific performance, injunctive relief and other equitable remedies.

Power, Authorization and Validity. (a) 3.2.1 The Company has the right, power power, legal capacity, and authority to enter into into, execute, deliver, and perform its obligations under this Agreement and all the Company Ancillary Agreements, and the Company has all requisite corporate power and authority to consummate the Merger. This Agreement, the Agreement of Merger, the Merger, and all of the principal terms of each of the foregoing have been duly and validly approved by the stockholders of the Company in compliance with applicable law (including without limitation the California Corporations Code) and the Articles of Incorporation and Bylaws of the Company, both as amended. The execution, delivery and performance by the Company of this Agreement and each of the Company Ancillary Agreements, and the Merger, Agreements have been duly and validly approved and authorized by all necessary corporate action on the part of the Company's Board of Directors. Each of the CR Stockholders has the right, power, legal capacity and authority to enter into, execute, deliver, and perform his respective obligations under this Agreement has been duly and each of the CR Stockholder Ancillary Agreements to be executed and delivered by Company. The affirmative votes of the holders of (i) a majority of the shares of Company Common Stock that are issued and outstanding (voting as a separate class), (ii) a majority of the shares of Company Common Stock and Company Preferred Stock that are issued and outstanding (voting together as a single class on an as-converted to Company Common Stock basis), (iii) a majority of the shares of Company Series D Preferred Stock that are issued and outstanding (voting as a separate class on an as-converted to Company Common Stock basis) and (iv) a majority of the shares of Company Preferred Stock that are issued and outstanding (voting together as a single class on an as-converted to Company Common Stock basis) (collectively, the “Requisite Votes”) are the only votes of the Company Stockholders necessary under all Applicable Laws and the Company Charter Documents to approve the Merger, this Agreement and, if required, each Company Ancillary Agreement and all other agreements, transactions and actions contemplated hereby and therebysuch CR Stockholder. (b) 3.2.2 No filing, authorization, consent, approval, permit, approval or order, registration governmental or declaration from any United States Governmental Authority otherwise, is necessary or required to be made or obtained by the Company or any CR Stockholder to enable the Company or such CR Stockholder to lawfully enter into, and to perform its or his obligations under, this Agreement or Agreement, each of the Company Ancillary Agreements and each of the CR Stockholder Ancillary Agreements, except for (a) the filing of the Agreement of Merger (or the Certificate of Merger Merger) with the State of Delaware Secretary of State. State and any such further documents as may be required under the Delaware General Corporation Law to effect the Merger; (b) the filing of the Agreement of Merger (and related officers' certificates) with the California Secretary of State and any such further documents as may be required under the California Corporations Code to effect the Merger; and (c) such filings and notifications as may be required to be made by the Company and/or any CR Stockholder in connection with the Merger under the Hart-Xxxxx-Xxxxxx Xxxitrust Improvements Act of 1976, as amended (the "HSR ACT"). 3.2.3 This Agreement and each of the Company Ancillary Agreements are, or when executed by the Company will be, and assuming the due authorization, execution and delivery hereof (and in the case of Acquirer Ancillary Agreements, thereof) by Acquirer and all other parties thereto will each constitute, valid and binding obligations of the Company, enforceable against the Company in accordance with their respective terms, subject only to the effect, if any, effect of (ia) applicable bankruptcy and other similar laws affecting the rights of creditors generally, generally and (iib) rules of law and equity governing specific performance, injunctive relief and other equitable remedies. This Agreement and each of the CR Stockholder Ancillary Agreements are, or when executed by a CR Stockholder will be, a valid and binding obligation of such CR Stockholder, enforceable against such CR Stockholder in accordance with their respective terms, subject only to the effect of (a) applicable bankruptcy and other similar laws affecting the rights of creditors generally and (b) rules of law and equity governing specific performance, injunctive relief and other equitable remedies.

Power, Authorization and Validity. (a) Company 3.2.1 GALT has the full corporate right, power and authority to enter into into, execute, deliver and perform its obligations under this Agreement and each other agreement or document to which GALT is to be a party or which GALT is to execute pursuant to, or with Intuit concurrently with the execution of, this Agreement, including the Intuit Loan Agreement (as defined in Section 6.2) and the Services Agreement being entered into by and between GALT and Intuit concurrently with their execution of this Agreement (collectively, the "GALT ANCILLARY AGREEMENTS"), and GALT has all Company Ancillary Agreementsrequisite corporate power and authority to consummate the Merger in accordance with the terms of this Agreement (including but not limited to the provisions of Section 2.11), subject to obtaining the requisite approval of the Merger by GALT's shareholders. The execution, delivery and performance of this Agreement and each of the Company GALT Ancillary Agreements, and the Merger, Agreements have been duly and validly approved and authorized by Companyall necessary corporate action on the part of GALT's Board of Directors. To the best knowledge of GALT, and this Agreement has been duly executed and delivered by Company. The affirmative votes Robexx Xxxxxx, Xxel Xxxxx xxx Davix Xxxxxxxxxx, xxree principal shareholders of the holders of (i) a majority of the shares of Company Common Stock that are issued and outstanding (voting as a separate class), (ii) a majority of the shares of Company Common Stock and Company Preferred Stock that are issued and outstanding (voting together as a single class on an as-converted to Company Common Stock basis), (iii) a majority of the shares of Company Series D Preferred Stock that are issued and outstanding (voting as a separate class on an as-converted to Company Common Stock basis) and (iv) a majority of the shares of Company Preferred Stock that are issued and outstanding (voting together as a single class on an as-converted to Company Common Stock basis) GALT (collectively, the “Requisite Votes”"PRINCIPAL SHAREHOLDERS") have all requisite power and authority to enter into the Non-Competition Agreements and GALT Affiliate Agreements they are the only votes of the Company Stockholders necessary under all Applicable Laws required to execute and the Company Charter Documents deliver to approve the Merger, this Agreement and, if required, each Company Ancillary Agreement and all other agreements, transactions and actions contemplated hereby and therebyIntuit pursuant to Section 9. (b) 3.2.2 No filing, authorization, consent, approval, permit, approval or order, registration governmental or declaration from any United States Governmental Authority otherwise, is necessary or required to enable Company GALT to enter into, and to perform its obligations under, this Agreement or and/or any of the Company GALT Ancillary Agreements, except for (a) the filing of the Certificate Agreement of Merger with the State offices of the Delaware Secretary of State. State and the filing of the Articles of Merger with the Pennsylvania Department of State and the filing of appropriate documents with the relevant authorities of other states in which GALT is qualified to do business, if any, (b) such filings as may be required to comply with federal and state securities laws, and (c) the approval by the GALT shareholders of the transactions contemplated hereby. 3.2.3 This Agreement and the Company GALT Ancillary Agreements are, or when executed by Company will GALT shall be, and assuming the due authorization, execution and delivery hereof (and in the case of Acquirer Ancillary Agreements, thereof) by Acquirer and all other parties thereto will each constitute, valid and binding obligations of CompanyGALT, enforceable against Company in accordance with their respective terms, subject only to the effect, if any, of (i) applicable bankruptcy and other similar laws affecting the rights of creditors generally, and (ii) rules of law governing specific performance, injunctive relief and other equitable remedies.

Power, Authorization and Validity. (a) Company 3.2.1 Each of Parent and Newco has the corporate right, power and authority to enter into and perform its their obligations under this Agreement and all Company Ancillary AgreementsAgreement. The execution, execution and delivery and performance of this Agreement and the Company Ancillary Agreements, and the Merger, have been duly and validly approved and authorized by Companyall necessary corporate action on the part of Parent and Newco, subject only to the approval of Parent's shareholders of (i) the Merger, (ii) the granting of authority to allot securities of Parent pursuant to Section 80 Companies Act 0000 xx the United Kingdom (the "Companies Act"), (iii) an increase in the share capital of Parent, and (iv) an increase in the number of Ordinary Shares available to satisfy Parent's obligations under Section 1.3 of this Agreement. 3.2.2 No consent, filing, authorization or approval, governmental or otherwise, is required by or with respect to Parent or Newco in connection with the 27 execution and delivery of this Agreement, or the consummation of the transactions contemplated hereby or thereby, except for (a) the filing of the Certificate of Merger and any other documents required to effectuate the Merger under Delaware Law and the filing of appropriate documents with the relevant authorities of the states in which the Company is qualified to do business, (b) such filings as may be required to comply with federal and applicable state securities laws and the securities laws of any foreign country, (c) filings required under the HSR Act and the antitrust and competition laws of the European Union and other jurisdictions, (d) appropriate filings with, and approvals of, the London Stock Exchange Limited ("LSE") and the Nasdaq National Market, (e) filings required under the Companies Act and the FSA, (f) the consent of H.M. Treasury pursuant to Section 765(1)(C) of the Income and Corporation Taxes Act 0000, xxd (g) such other consents, filings, authorizations or approvals which, if not obtained or made, would not have a Material Adverse Effect on Parent and would not prevent, or materially alter or delay any of the transactions contemplated by this Agreement. 3.2.3 This Agreement has been duly executed and delivered by Company. The affirmative votes of the holders of (i) a majority of the shares of Company Common Stock that are issued Parent and outstanding (voting as a separate class), (ii) a majority of the shares of Company Common Stock and Company Preferred Stock that are issued and outstanding (voting together as a single class on an as-converted to Company Common Stock basis), (iii) a majority of the shares of Company Series D Preferred Stock that are issued and outstanding (voting as a separate class on an as-converted to Company Common Stock basis) and (iv) a majority of the shares of Company Preferred Stock that are issued and outstanding (voting together as a single class on an as-converted to Company Common Stock basis) (collectively, the “Requisite Votes”) are the only votes of the Company Stockholders necessary under all Applicable Laws and the Company Charter Documents to approve the Merger, this Agreement and, if required, each Company Ancillary Agreement and all other agreements, transactions and actions contemplated hereby and thereby. (b) No filing, authorization, consent, approval, permit, order, registration or declaration from any United States Governmental Authority is necessary to enable Company to enter into, and to perform its obligations under, this Agreement or the Company Ancillary Agreements, except for the filing of the Certificate of Merger with the State of Delaware Secretary of State. (c) This Agreement and the Company Ancillary Agreements are, or when executed by Company will be, and assuming the due authorization, execution and delivery hereof (and in the case of Acquirer Ancillary Agreements, thereof) by Acquirer and all other parties thereto will each constitute, constitute valid and binding obligations of Company, Parent enforceable against Company Parent in accordance with their respective terms, subject only except as to the effect, if any, of (ia) applicable bankruptcy and other similar laws affecting the rights of creditors generally, generally and (iib) rules of law governing specific performance, injunctive relief and other equitable remedies. This Agreement has been duly executed and delivered by Newco and constitutes a valid and binding obligation of Newco enforceable against Newco in accordance with its terms, except as to the effect, if any, of (a) applicable bankruptcy and other similar laws affecting the rights of creditors generally and (b) rules of law governing specific performance, injunctive relief and other equitable remedies.

Power, Authorization and Validity. (a) Company Acquirer has the right, corporate power and authority to enter into and perform its obligations under this Agreement and all Company Acquirer Ancillary Agreements. The execution, delivery and performance of this Agreement and the Company Acquirer Ancillary Agreements, and the Merger, have been duly and validly approved and authorized by CompanyAcquirer, and this Agreement has been duly executed and delivered by CompanyAcquirer. Sub has the corporate power and authority to enter into and perform its obligations under this Agreement and all Sub Ancillary Agreements. The affirmative votes execution, delivery and performance of the holders of (i) a majority of the shares of Company Common Stock that are issued and outstanding (voting as a separate class), (ii) a majority of the shares of Company Common Stock and Company Preferred Stock that are issued and outstanding (voting together as a single class on an as-converted to Company Common Stock basis), (iii) a majority of the shares of Company Series D Preferred Stock that are issued and outstanding (voting as a separate class on an as-converted to Company Common Stock basis) and (iv) a majority of the shares of Company Preferred Stock that are issued and outstanding (voting together as a single class on an as-converted to Company Common Stock basis) (collectively, the “Requisite Votes”) are the only votes of the Company Stockholders necessary under all Applicable Laws this Agreement and the Company Charter Documents to approve Sub Ancillary Agreements, and the Merger, have been duly and validly approved and authorized by Sub, and this Agreement and, if required, each Company Ancillary Agreement has been duly executed and all other agreements, transactions and actions contemplated hereby and therebydelivered by Sub. (b) No filing, authorization, consent, approval, permit, order, registration or declaration from any United States Governmental Authority declaration, governmental or otherwise, is necessary to enable Company Acquirer and Sub to enter into, and to perform its their respective obligations under, this Agreement Agreement, the Acquirer Ancillary Agreements or the Company Sub Ancillary Agreements, except for for: (i) the filing of the Certificate Articles of Merger and the Plan of Merger with the Office of the Secretary of State of Delaware Secretary the State of StateWashington; (ii) the filing by Acquirer with the SEC of such reports and information under the Exchange Act, and the rules and regulations promulgated by the SEC thereunder, as may be required in connection with this Agreement, the Merger and the other transactions contemplated by this Agreement; (iii) the filing of a registration statement on Form S-8 with the SEC after the Closing Date covering the shares of Acquirer Common Stock issuable pursuant to New Company Options assumed hereunder; and (iv) such other filings, authorizations, consents, approvals, permits, orders, registrations and declarations, if any, that if not made or obtained by Acquirer or Sub would not be material to Acquirer’s or Sub’s ability to consummate the Merger or to perform their respective obligations under this Agreement, the Acquirer Ancillary Agreements and the Sub Ancillary Agreements. (c) This Agreement and the Company Acquirer Ancillary Agreements are, or when executed by Company Acquirer will be, and assuming the due authorization, execution and delivery hereof (and in the case of Acquirer Ancillary Agreements, thereof) by Acquirer and all other parties thereto will each constitute, valid and binding obligations of Company, Acquirer enforceable against Company Acquirer in accordance with their respective terms, subject only to the effect, if any, of (i) applicable bankruptcy and other similar laws affecting the rights of creditors generallygenerally and (ii) rules of law governing specific performance, injunctive relief and other equitable remedies. This Agreement and the Sub Ancillary Agreements are, or when executed by Sub will be, valid and binding obligations of Sub enforceable against Sub in accordance with their respective terms, subject only to the effect, if any, of (i) applicable bankruptcy and other similar laws affecting the rights of creditors generally and (ii) rules of law governing specific performance, injunctive relief and other equitable remedies.

Power, Authorization and Validity. (a) Company Acquirer has the right, requisite corporate power and authority to enter into and perform its obligations under this Agreement and all Company each of the Acquirer Ancillary Agreements. The execution, delivery and performance of this Agreement and the Company Acquirer Ancillary Agreements, and the MergerMergers, have been duly and validly approved and authorized by CompanyAcquirer in material compliance with all Applicable Laws and in compliance with Acquirer’s Certificate of Incorporation and Bylaws, each as amended, and this Agreement has been duly executed and delivered by CompanyAcquirer, Sub 1 and Sub 2. The affirmative votes issuance of shares of Acquirer Common Stock in the First Merger does not require the approval of Acquirer’s stockholders. Each of Sub 1 and Sub 2 has the requisite corporate or limited liability company power and authority to enter into, execute, deliver and perform its obligations under this Agreement, and each of the holders Sub Ancillary Agreements. The execution, delivery and performance of (i) a majority of the shares of Company Common Stock that are issued and outstanding (voting as a separate class), (ii) a majority of the shares of Company Common Stock and Company Preferred Stock that are issued and outstanding (voting together as a single class on an as-converted to Company Common Stock basis), (iii) a majority of the shares of Company Series D Preferred Stock that are issued and outstanding (voting as a separate class on an as-converted to Company Common Stock basis) and (iv) a majority of the shares of Company Preferred Stock that are issued and outstanding (voting together as a single class on an as-converted to Company Common Stock basis) (collectively, the “Requisite Votes”) are the only votes of the Company Stockholders necessary under all Applicable Laws and the Company Charter Documents to approve the Merger, this Agreement and, if required, each Company Ancillary Agreement and all other agreementsSub Ancillary Agreements by Sub 1 and Sub 2 have been duly and validly approved and authorized by Sub 1’s Board of Directors and Sub 2’s Sole Manager, transactions and actions contemplated hereby by Acquirer as the sole stockholder of Sub 1 and therebysole member of Sub 2, in material compliance with all Applicable Laws (including without limitation Delaware Law) and in compliance with Sub 1’s and Sub 2’s Certificate of Incorporation and Bylaws or other charter documents, each as amended. (b) No filing, authorization, consent, consent or approval, permitgovernmental or otherwise, order, registration or declaration from any United States Governmental Authority is necessary to enable Company Acquirer, Sub 1 and Sub 2 to enter into, and to perform its their respective obligations under, this Agreement Agreement, the Acquirer Ancillary Agreements or the Company Sub Ancillary Agreements, except for for: (i) such post-closing filings as may be required to comply with United States federal and state securities laws; (ii) the filing by Acquirer of the Certificate of Merger such reports and information with the State of Delaware Secretary of StateSEC under the Exchange Act, and the rules and regulations promulgated by the SEC thereunder, as may be required in connection with this Agreement, the Mergers and the other transactions contemplated by this Agreement; and (iii) such other consents, approvals, permits, orders, authorizations, registrations, declarations and filings, if any, that if not made or obtained by Acquirer, Sub 1 or Sub 2 would not be material to Acquirer’s, Sub 1’s or Sub 2’s ability to consummate the Mergers or to perform their respective obligations under this Agreement, the Acquirer Ancillary Agreements and the Sub Ancillary Agreements, respectively. (c) This Agreement and the Company Acquirer Ancillary Agreements are, or when executed by Company Acquirer will be, and assuming the due authorization, execution and delivery hereof (and in the case of Acquirer Ancillary Agreements, thereof) by Acquirer and all other parties thereto will each constitute, valid and binding obligations of CompanyAcquirer enforceable against Acquirer in accordance with their respective terms, subject only to the effect, if any, of (i) applicable bankruptcy and other similar laws affecting the rights of creditors generally, and (ii) rules of law governing specific performance, injunctive relief and other equitable remedies. This Agreement and the Sub Ancillary Agreements are, or when executed by Sub 1 and Sub 2 will be, valid and binding obligations of Sub 1 and Sub 2, respectively, enforceable against Company Sub 1 and Sub 2 in accordance with their respective terms, subject only to the effect, if any, of (i) applicable bankruptcy and other similar laws affecting the rights of creditors generally, and (ii) rules of law governing specific performance, injunctive relief and other equitable remedies.

Power, Authorization and Validity. (a) Company 3.2.1 Zedcor has the right, power power, legal capacity and authority to enter into into, execute, deliver and perform its obligations under this Agreement and all Company Zedcor Ancillary AgreementsAgreements and Zedcor has all requisite corporate power and authority to consummate the Exchange. The execution, delivery and performance of this Agreement and each of the Company Zedcor Ancillary Agreements, and the Merger, Agreements by Zedcor have been duly and validly approved and authorized by Company, and this Agreement has been duly executed and delivered by Companyall necessary corporate action on the part of Zedcor's Board of Directors. The affirmative votes Each of the holders of (i) a majority of Zedcor Shareholders has the shares of Company Common Stock that are issued right, power, legal capacity and outstanding (voting as a separate class)authority to enter into, (ii) a majority of the shares of Company Common Stock execute, deliver and Company Preferred Stock that are issued and outstanding (voting together as a single class on an as-converted to Company Common Stock basis), (iii) a majority of the shares of Company Series D Preferred Stock that are issued and outstanding (voting as a separate class on an as-converted to Company Common Stock basis) and (iv) a majority of the shares of Company Preferred Stock that are issued and outstanding (voting together as a single class on an as-converted to Company Common Stock basis) (collectively, the “Requisite Votes”) are the only votes of the Company Stockholders necessary perform such Zedcor Shareholder's obligations under all Applicable Laws and the Company Charter Documents to approve the Merger, this Agreement and, if required, each Company Ancillary Agreement and all other agreementsShareholder Ancillary Agreements and has the requisite power and authority to consummate the Exchange. The execution, transactions delivery and actions contemplated hereby performance of this Agreement and therebyeach of the Shareholder Ancillary Agreements by such Zedcor Shareholder have been duly and validly approved and authorized by all necessary action specified in its governing instruments or agreement and on the part of such Zedcor Shareholder's trustor(s), trustee(s) and beneficiaries, as applicable. Any Zedcor Options shall have been bought out from Zedcor funds on or before the Closing Date. (b) 3.2.2 No filing, authorization, consent, approval, permit, approval or order, registration governmental or declaration from any United States Governmental Authority otherwise, is necessary or required to be made or obtained by Zedcor or any Zedcor Shareholder or Zedcor Optionee to enable Company Zedcor and the Zedcor Shareholders or Zedcor Optionees to lawfully enter into, and to perform its their respective obligations under, this Agreement or Agreement, the Company Zedcor Ancillary Agreements and/or the Shareholder Ancillary Agreements, except for the filing of the Certificate of Merger with the State of Delaware Secretary of State. (c) 3.2.3 This Agreement and the Company Ancillary Agreements areis, or when executed by Company Zedcor will be, and assuming the due authorization, execution and delivery hereof (and in the case of Acquirer Ancillary Agreements, thereof) by Acquirer and all other parties thereto will each constitute, valid and binding obligations of Company, Zedcor enforceable against Company in accordance with their respective terms, subject only except as to the effect, if any, of (ia) applicable bankruptcy and other similar laws affecting the rights of creditors generally, generally and (iib) rules of law governing specific performance, injunctive relief and other equitable remedies. This Agreement and the Shareholder Ancillary Agreements are, or when executed by such Zedcor Shareholder will be, valid and binding obligations of such Zedcor Shareholder enforceable in accordance with their respective terms, except as to the effect, if any, of (a) applicable bankruptcy and other similar laws affecting the rights of creditors generally and (b) rules of law governing specific performance, injunctive relief and other equitable remedies. 3.2.4 All representations, warranties and other statements made by each Zedcor Shareholder in the Investment Representation Letter executed and delivered to IMSI by such Zedcor Shareholder pursuant hereto (a) is now, and at the Closing shall be true and correct, and (b) shall be deemed to be representations and warranties made pursuant to this Section 3 for all purposes of this Agreement (including but not limited to Section 11 hereof.)

Power, Authorization and Validity. (a) Company 3.2.1 MSS has the right, power power, legal capacity and authority to enter into into, execute, deliver and perform its obligations under this Agreement and all Company MSS Ancillary Agreements, and MSS has all requisite corporate power and authority to consummate the Merger. The execution, delivery and performance of this Agreement and each of the Company MSS Ancillary Agreements, and the Merger, Agreements by MSS have been duly and validly approved and authorized by Company, all necessary corporate action on the part of the Board of Directors and this Agreement has been duly executed and delivered by Companythe shareholders of MSS. The affirmative votes of Shareholders have the holders of (i) a majority of right, power, legal capacity and authority to enter into, execute, deliver and perform the shares of Company Common Stock that are issued and outstanding (voting as a separate class), (ii) a majority of the shares of Company Common Stock and Company Preferred Stock that are issued and outstanding (voting together as a single class on an as-converted to Company Common Stock basis), (iii) a majority of the shares of Company Series D Preferred Stock that are issued and outstanding (voting as a separate class on an as-converted to Company Common Stock basis) and (iv) a majority of the shares of Company Preferred Stock that are issued and outstanding (voting together as a single class on an as-converted to Company Common Stock basis) (collectively, the “Requisite Votes”) are the only votes of the Company Stockholders necessary Shareholders' obligations under all Applicable Laws and the Company Charter Documents to approve the Merger, this Agreement and, if required, each Company Shareholder Ancillary Agreement and all other agreements, transactions and actions contemplated hereby and therebyAgreements. (b) 3.2.2 No filing, authorization, consent, approval, permit, approval or order, registration governmental or declaration from any United States Governmental Authority otherwise, is necessary or required to be made or obtained by MSS or the Shareholders to enable Company MSS and the Shareholders to lawfully enter into, and to perform its their respective obligations under, this Agreement or Agreement, the Company MSS Ancillary Agreements, except for and/or the filing of the Certificate of Merger with the State of Delaware Secretary of StateShareholder Ancillary Agreements. (c) This 3.2.3 Except to the extent this Agreement and the Company MSS Ancillary Agreements create obligations of the Shareholders and not MSS, this Agreement and the MSS Ancillary Agreements are, or when executed by Company MSS will be, and assuming the due authorization, execution and delivery hereof (and in the case of Acquirer Ancillary Agreements, thereof) by Acquirer and all other parties thereto will each constitute, valid and binding obligations of Company, MSS enforceable against Company MSS in accordance with their respective terms. Except to the extent they create obligations of MSS and not the Shareholders, this Agreement and the Shareholder Ancillary Agreements are, or when executed by the Shareholders will be, valid and binding obligations of the Shareholders enforceable against the Shareholders in accordance with their respective terms, subject only to the effect, if any, of except that (i) applicable bankruptcy and such enforcement may be subject to bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the now or hereafter in effect relating to creditors' rights of creditors generally, and (ii) rules the remedy of law governing specific performance, performance and injunctive relief and other forms of equitable remediesrelief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Power, Authorization and Validity. (a) 2.2.1 Each of the Company and Seller has the right, all requisite corporate power and authority to enter into this Agreement, and perform its obligations under all agreements to which Seller (the “Seller Ancillary Agreements”) and the Company (the “Company Ancillary Agreements”), respectively, is or will be a party, that are required to be executed pursuant to this Agreement and all Company to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement, the Seller Ancillary Agreements. The execution, delivery and performance of this Agreement and the Company Ancillary Agreements, Agreements and the Mergerconsummation of the transactions contemplated hereby and thereby, have been duly and validly approved and authorized by Companyall necessary corporate action on the part of the Company and Seller. This Agreement has been, and this Agreement has been each of the Company Ancillary Agreements and the Seller Ancillary Agreements will be, duly executed and delivered by Company. The affirmative votes the Company and Seller and constitutes the valid and binding obligation of the holders of (i) a majority of the shares of Company Common Stock that are issued and outstanding (voting as a separate class), (ii) a majority of the shares of Company Common Stock and Company Preferred Stock that are issued and outstanding (voting together as a single class on an as-converted to Company Common Stock basis), (iii) a majority of the shares of Company Series D Preferred Stock that are issued and outstanding (voting as a separate class on an as-converted to Company Common Stock basis) and (iv) a majority of the shares of Company Preferred Stock that are issued and outstanding (voting together as a single class on an as-converted to Company Common Stock basis) (collectively, the “Requisite Votes”) are the only votes each of the Company Stockholders necessary under all Applicable Laws and the Company Charter Documents to approve the Merger, this Agreement and, if required, each Company Ancillary Agreement and all other agreements, transactions and actions contemplated hereby and thereby. (b) No filing, authorization, consent, approval, permit, order, registration or declaration from any United States Governmental Authority is necessary to enable Company to enter into, and to perform its obligations under, this Agreement or the Company Ancillary Agreements, except for the filing of the Certificate of Merger with the State of Delaware Secretary of State. (c) This Agreement and the Company Ancillary Agreements are, or when executed by Company will be, and assuming the due authorization, execution and delivery hereof (and in the case of Acquirer Ancillary Agreements, thereof) by Acquirer and all other parties thereto will each constitute, valid and binding obligations of CompanySeller, enforceable against the Company and Seller in accordance with their respective its terms, subject only to the effect, if any, of (i) applicable bankruptcy and other similar laws affecting the rights of creditors generally, generally and (ii) rules of law governing specific performance, injunctive relief and other equitable remedies. 2.2.2 Except as set forth in Schedule 2.2.2 of the Seller Disclosure Letter, the execution and delivery of this Agreement by the Company and Seller and the consummation of the transactions contemplated hereby do not, and the execution and delivery of the Company Ancillary Agreements and the Seller Ancillary Agreements and the consummation of the transactions contemplated thereby will not, (i) result in the creation of any Encumbrance on the Company Shares or the Non-U.S. Assets or any of the properties or assets related to the Company Business (other than the Non-Business Items) or (ii) conflict with, or result in any violation of or default under (with or without notice or lapse of time, or both), or give rise to a right of termination, cancellation or acceleration of any obligation or loss of any benefit under or any other material rights, or require any consent, approval or waiver from any Person pursuant to, (A) any provision of the Certificate of Incorporation or Bylaws or other comparable governing documents of the Company, Seller or any other member of the Seller Group, (B) any Contract of the Company or the Seller Group, relating to the Company Business, or any Contract applicable to any of the properties or assets related to the Company Business, or (C) any Law applicable to Seller or any Subsidiary or any of their respective properties or assets except, in each case provided in clauses (i) and (ii) above other than clause (ii)(A), where the Encumbrance, conflict, violation or default would not have a Material Adverse Effect. 2.2.3 No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity is required by the Company, or the Seller Group with respect to the Company Business or the Company Shares or the Non-U.S. Assets or Non-U.S. Liabilities, in connection with the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby, except where the failure to obtain the foregoing would not have a Material Adverse Effect.

Power, Authorization and Validity. (a) The Company has the right, power power, legal capacity and authority to enter into and perform its obligations under this Agreement Agreement, the Warrants and all Company Ancillary Agreements. The execution, delivery the registration rights agreement to be entered into with the Investors substantially in the form of Exhibit B annexed hereto (the “Registration Rights Agreement” and performance of together with this Agreement and the Company Ancillary AgreementsWarrants, and the Merger, have been duly and validly approved and authorized by Company, and this Agreement has been duly executed and delivered by Company. The affirmative votes of the holders of (i) a majority of the shares of Company Common Stock that are issued and outstanding (voting as a separate class), (ii) a majority of the shares of Company Common Stock and Company Preferred Stock that are issued and outstanding (voting together as a single class on an as-converted to Company Common Stock basis), (iii) a majority of the shares of Company Series D Preferred Stock that are issued and outstanding (voting as a separate class on an as-converted to Company Common Stock basis) and (iv) a majority of the shares of Company Preferred Stock that are issued and outstanding (voting together as a single class on an as-converted to Company Common Stock basis) (collectively, the “Requisite VotesTransaction Documents”) are ), to issue and sell the only votes Securities and to issue and sell the Warrant Shares issuable upon exercise of the Warrants. All corporate action on the part of the Company, its officers, directors and stockholders necessary for the authorization, execution and delivery of the Transaction Documents, the performance of all obligations of the Company Stockholders necessary under all Applicable Laws thereunder and the Company Charter Documents authorization (or reservation for issuance), sale and issuance of the Securities and the Warrant Shares has been taken or will be taken prior to approve the Merger, this Agreement and, if required, each Company Ancillary Agreement and all other agreements, transactions and actions contemplated hereby and therebyClosing. (b) No filing, authorization, consent, approval, permit, order, registration or declaration from any United States Governmental Authority is necessary to enable Company to enter into, and to perform its obligations under, this Agreement or the Company Ancillary Agreements, except for the filing of the Certificate of Merger with the State of Delaware Secretary of State. (c) This Agreement and the Company Ancillary Agreements other Transaction Documents are, or when executed by the Company will be, and assuming the due authorization, execution and delivery hereof (and in the case of Acquirer Ancillary Agreements, thereof) by Acquirer and all other parties thereto will each constitute, valid and binding obligations of Company, the Company enforceable against Company in accordance with their respective terms, subject only except as to the effect, if any, of (i) applicable bankruptcy and other similar laws affecting the rights of creditors generally, and (ii) rules of law governing specific performance, injunctive relief and other equitable remediesremedies and (iii) the enforceability of provisions requiring indemnification in connection with the offering, issuance or sale of securities. (c) The Shares that are being purchased by the Investors hereunder, when issued, sold and delivered in accordance with the terms of this Agreement for the consideration expressed herein, will be duly and validly issued, fully paid and nonassessable, and will be free of any liens or encumbrances imposed by or through the Company, preemptive or similar contractual rights, including rights of first refusal, in favor of the Company, and restrictions on transfer, other than restrictions on transfer under this Agreement, the other Transaction Documents and under applicable state and federal securities laws. The Warrant Shares have been duly and validly reserved for issuance and, upon issuance in accordance with the terms of the Company’s certificate of incorporation as amended (the “Charter”), will be duly and validly issued, fully paid and nonassessable, and will be free of any liens or encumbrances imposed by or through the Company, preemptive rights or similar contractual rights, including rights of first refusal, in favor of the Company, and restrictions on transfer, other than restrictions on transfer under this Agreement, the other Transaction Documents and under applicable state and federal securities laws.

Power, Authorization and Validity. (a) Company 4.2.1 HNC has the right, all requisite corporate power and authority to enter into into, execute and perform its obligations under this Agreement and all Company the HNC Ancillary Agreements. The execution, delivery and performance of this Agreement and the Company HNC Ancillary Agreements, and the Merger, Agreements by HNC have been duly and validly approved and authorized by Company, and this Agreement has been duly executed and delivered by CompanyHNC's Board of Directors. The affirmative votes of the holders of (i) a majority issuance of the shares of Company HNC Common Stock to be issued in the Merger does not require the approval of HNC's stockholders, provided that the total number of shares of HNC Common Stock issued or issuable pursuant to this Agreement (including all shares of HNC Common Stock issued to stockholders of SLC pursuant to Section 2.1.2 and all shares of HNC Common Stock issued or issuable upon exercise of the HNC Options issued pursuant to Section 2.4 of this Agreement) do not exceed twenty percent (20%) of the number of shares of HNC Common Stock that are issued outstanding immediately before the Effective Time. Sub has all requisite corporate power and outstanding (voting as a separate class)authority to execute, (ii) a majority deliver and perform its obligations under this Agreement, and has the right, power and authority to consummate the Merger and all other Sub Ancillary Agreements. The execution, delivery and performance of the shares of Company Common Stock and Company Preferred Stock that are issued and outstanding (voting together as a single class on an as-converted to Company Common Stock basis), (iii) a majority of the shares of Company Series D Preferred Stock that are issued and outstanding (voting as a separate class on an as-converted to Company Common Stock basis) and (iv) a majority of the shares of Company Preferred Stock that are issued and outstanding (voting together as a single class on an as-converted to Company Common Stock basis) (collectively, the “Requisite Votes”) are the only votes of the Company Stockholders necessary under all Applicable Laws and the Company Charter Documents to approve the Merger, this Agreement and, if required, each Company Ancillary Agreement and all other agreements, transactions Sub Ancillary Agreements by Sub have been duly and actions contemplated hereby validly approved and therebyauthorized by Sub's Board of Directors and by HNC in its capacity as Sub's sole stockholder. (b) 4.2.2 No filing, authorization, consent, approval, permit, approval or order, registration governmental or declaration from any United States Governmental Authority otherwise, is necessary or required to be made or obtained by HNC or Sub to enable Company HNC or Sub to lawfully enter into, and to perform its obligations under, this Agreement Agreement, the HNC Ancillary Agreements or the Company Sub Ancillary Agreements, as applicable, except for (a) the filing by HNC of such reports and information with the SEC under the 1934 Act and the rules and regulations promulgated by the SEC thereunder, as may be required in connection with this Agreement, the Merger and the transactions contemplated hereby; (b) the filing with the SEC of a Form D relating to the issuance of HNC securities in the Merger, if so elected by HNC; (c) the filing of the Certificate of Merger with the State of Delaware Secretary of StateState and any such further documents as may be required under the DGCL to effect the Merger; (d) such other filings as may be required by the Nasdaq National Market System with respect to the Merger; and (e) such other filings, if any, as may be required to comply with federal and state securities laws. (c) 4.2.3 This Agreement and the Company HNC Ancillary Agreements are, or when executed by Company HNC will be, and assuming the due authorization, execution and delivery hereof (and in the case of Acquirer Ancillary Agreements, thereof) by Acquirer and all other parties thereto will each constitute, valid and binding obligations of CompanyHNC, enforceable against Company in accordance with their respective terms, subject only except as to the effect, if any, of (ia) applicable bankruptcy and other similar laws affecting the rights of creditors generally, generally and (iib) rules of law and equity governing specific performance, injunctive relief and other equitable remedies. This Agreement and the Sub Ancillary Agreements are, or when executed by Sub will be, valid and binding obligations of Sub, enforceable in accordance with their respective terms, except as to the effect, if any, of (a) applicable bankruptcy and other similar laws affecting the rights of creditors generally and (b) rules of law and equity governing specific performance, injunctive relief and other equitable remedies.

Power, Authorization and Validity. (a) Company Parent has the right, power power, legal capacity and authority to enter into and perform its obligations under this Agreement and all Company agreements and documents to which Parent is or will be a party that are required to be executed pursuant to this Agreement (the “Parent Ancillary Agreements”). The execution, delivery and performance of this Agreement and the Company Parent Ancillary Agreements, and the Merger, Agreements have been duly and validly approved and authorized by Companyall necessary corporate action on the part of Parent. Merger Sub has the right, power, legal capacity and authority to enter into and perform its obligations under this Agreement, and all agreements and documents to which Merger Sub is or will be a party that are required to be executed pursuant to this Agreement has (the “Merger Sub Ancillary Agreements”). The execution, delivery and performance of this Agreement and the Merger Sub Ancillary Agreements have been duly executed and delivered validly approved and authorized by Company. The affirmative votes all necessary corporate action on the part of the holders of (i) a majority of the shares of Company Common Stock that are issued and outstanding (voting as a separate class), (ii) a majority of the shares of Company Common Stock and Company Preferred Stock that are issued and outstanding (voting together as a single class on an as-converted to Company Common Stock basis), (iii) a majority of the shares of Company Series D Preferred Stock that are issued and outstanding (voting as a separate class on an as-converted to Company Common Stock basis) and (iv) a majority of the shares of Company Preferred Stock that are issued and outstanding (voting together as a single class on an as-converted to Company Common Stock basis) (collectively, the “Requisite Votes”) are the only votes of the Company Stockholders necessary under all Applicable Laws and the Company Charter Documents to approve the Merger, this Agreement and, if required, each Company Ancillary Agreement and all other agreements, transactions and actions contemplated hereby and therebyMerger Sub. (b) No filing, authorization, consent, consent or approval, permitfrom a Governmental Body or otherwise, order, registration or declaration from any United States Governmental Authority is necessary to enable Company Parent and Merger Sub to enter into, and to perform its their respective obligations under, this Agreement Agreement, the Parent Ancillary Agreements or the Company Merger Sub Ancillary Agreements, except for for: (i) the filing of the Certificate of Merger with the State of Delaware Ohio Secretary of State; (ii) such post-closing filings as may be required to comply with federal and state securities laws and the listing requirements of The Nasdaq Stock Market; and (iii) the filing with the SEC and the effectiveness of any registration statement under the Securities Act that is required to be filed by Parent after the Effective Time pursuant to the terms and conditions of this Agreement or the Registration Rights Agreement. (c) This Agreement and the Company Parent Ancillary Agreements are, or when executed by Company Parent will be, and assuming the due authorization, execution and delivery hereof (and in the case of Acquirer Ancillary Agreements, thereof) by Acquirer and all other parties thereto will each constitute, valid and binding obligations of Company, Parent enforceable against Company in accordance with their respective terms, subject only to the effectEnforceability Exceptions. This Agreement and the Merger Sub Ancillary Agreements are, if anyor when executed by Merger Sub will be, valid and binding obligations of (i) applicable bankruptcy and other similar laws affecting Merger Sub enforceable in accordance with their respective terms, subject only to the rights of creditors generally, and (ii) rules of law governing specific performance, injunctive relief and other equitable remediesEnforceability Exceptions.

Power, Authorization and Validity. (a) Company Acquirer has the right, corporate power and authority to enter into and perform its obligations under this Agreement and all Company Acquirer Ancillary Agreements. The execution, delivery and performance of this Agreement and the Company Acquirer Ancillary Agreements, and the Merger, have been duly and validly approved and authorized by CompanyAcquirer, and this Agreement has been duly executed and delivered by CompanyAcquirer. Sub has the corporate power and authority to enter into and perform its obligations under this Agreement and all Sub Ancillary Agreements. The affirmative votes execution, delivery and performance of the holders of (i) a majority of the shares of Company Common Stock that are issued and outstanding (voting as a separate class), (ii) a majority of the shares of Company Common Stock and Company Preferred Stock that are issued and outstanding (voting together as a single class on an as-converted to Company Common Stock basis), (iii) a majority of the shares of Company Series D Preferred Stock that are issued and outstanding (voting as a separate class on an as-converted to Company Common Stock basis) and (iv) a majority of the shares of Company Preferred Stock that are issued and outstanding (voting together as a single class on an as-converted to Company Common Stock basis) (collectively, the “Requisite Votes”) are the only votes of the Company Stockholders necessary under all Applicable Laws this Agreement and the Company Charter Documents to approve Sub Ancillary Agreements, and the Merger, have been duly and validly approved and authorized by Sub, and this Agreement and, if required, each Company Ancillary Agreement has been duly executed and all other agreements, transactions and actions contemplated hereby and therebydelivered by Sub. (b) No filing, authorization, consent, approval, permit, order, registration or declaration from any United States Governmental Authority declaration, governmental or otherwise, is necessary to enable Company Acquirer and Sub to enter into, and to perform its their respective obligations under, this Agreement Agreement, the Acquirer Ancillary Agreements or the Company Sub Ancillary Agreements, except for for: (i) the filing of the Certificate of Merger with the Office of the Secretary of State of Delaware Secretary the State of StateDelaware; (ii) the filing by Acquirer with the SEC of such reports and information under the Exchange Act, and the rules and regulations promulgated by the SEC thereunder, as may be required in connection with this Agreement, the Merger and the other transactions contemplated by this Agreement; (iii) the filing of a registration statement on Form S-8 with the SEC after the Closing Date covering the shares of Acquirer Common Stock issuable pursuant to certain Company Options assumed hereunder; and (iv) such other filings, authorizations, consents, approvals, permits, orders, registrations and declarations, if any, that if not made or obtained by Acquirer or Sub would not be material to Acquirer’s or Sub’s ability to consummate the Merger or to perform their respective obligations under this Agreement, the Acquirer Ancillary Agreements and the Sub Ancillary Agreements. (c) This Agreement and the Company Acquirer Ancillary Agreements are, or when executed by Company Acquirer will be, and assuming the due authorization, execution and delivery hereof (and in the case of Acquirer Ancillary Agreements, thereof) by Acquirer and all other parties thereto will each constitute, valid and binding obligations of Company, Acquirer enforceable against Company Acquirer in accordance with their respective terms, subject only to the effect, if any, of (i) applicable bankruptcy and other similar laws affecting the rights of creditors generallygenerally and (ii) rules of law governing specific performance, injunctive relief and other equitable remedies. This Agreement and the Sub Ancillary Agreements are, or when executed by Sub will be, valid and binding obligations of Sub enforceable against Sub in accordance with their respective terms, subject only to the effect, if any, of (i) applicable bankruptcy and other similar laws affecting the rights of creditors generally and (ii) rules of law governing specific performance, injunctive relief and other equitable remedies.

Power, Authorization and Validity. (a) Company THOUGHTSTAR has the right, all requisite power and authority to enter into and perform its obligations under this Agreement and all Company the Ancillary AgreementsAgreements to which it is or is to be a party and, subject to the approval of THOUGHTSTAR Shareholders, to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance of this Agreement and the Company Ancillary Agreements, Agreements to which it is or is to be a party and the Merger, consummation of the transactions contemplated hereby and thereby have been duly and validly approved and authorized by Company, all necessary action (corporate or other) on the part of THOUGHTSTAR. This Agreement and this Agreement has the Ancillary Agreements to which it is or is to be a party have been or will be duly executed and delivered by Company. The affirmative votes of the holders of (i) a majority of the shares of Company Common Stock that are issued and outstanding (voting as a separate class), (ii) a majority of the shares of Company Common Stock and Company Preferred Stock that are issued and outstanding (voting together as a single class on an as-converted to Company Common Stock basis), (iii) a majority of the shares of Company Series D Preferred Stock that are issued and outstanding (voting as a separate class on an as-converted to Company Common Stock basis) and (iv) a majority of the shares of Company Preferred Stock that are issued and outstanding (voting together as a single class on an as-converted to Company Common Stock basis) (collectively, the “Requisite Votes”) are the only votes of the Company Stockholders necessary under all Applicable Laws and the Company Charter Documents to approve the Merger, this Agreement THOUGHTSTAR and, if requiredsubject to such approval by the THOUGHTSTAR Shareholders, each Company Ancillary Agreement and all other agreements, transactions and actions contemplated hereby and thereby. (b) No filing, authorization, consent, approval, permit, order, registration or declaration from any United States Governmental Authority is necessary to enable Company to enter into, and to perform its obligations under, this Agreement or the Company Ancillary Agreements, except for the filing of the Certificate of Merger with the State of Delaware Secretary of State. (c) This Agreement and the Company Ancillary Agreements are, or when executed by Company will be, and assuming the due authorization, execution and delivery hereof (and in the case of Acquirer Ancillary Agreements, thereof) by Acquirer and all other parties thereto will each constitute, constitute valid and binding obligations of CompanyTHOUGHTSTAR, enforceable against Company in accordance with their respective terms, terms subject only to the effect, if any, of applicable bankruptcy, reorganization, insolvency, moratorium and other laws affecting creditors' rights generally from time to time in effect and to general equitable principles. No consent, approval, order or authorization of, or registration, declaration or filing with, any court, administrative agency or commission or other governmental authority or instrumentality (a "GOVERNMENTAL ENTITY"), is required by or with respect to THOUGHTSTAR in connection with the execution and delivery of this Agreement or any Ancillary Agreement to which it is or is to be a party or the consummation of the transactions contemplated hereby or thereby except for (i) applicable bankruptcy and other similar laws affecting the rights filing of creditors generallythe Merger Agreement with the Secretary of State of Delaware, and (ii) rules such consents, waivers, approvals, orders, authorizations, registrations, declarations and filings as may be required under applicable federal and state securities laws and (iii) such other consents, waivers, authorizations, filings, approvals and registrations which are set forth on Schedule 3.2 of law governing specific performance, injunctive relief and other equitable remediesthe Disclosure Schedules.

Power, Authorization and Validity. (a) Company Acquirer has the right, corporate power and authority to enter into and perform its obligations under this Agreement and all Company Acquirer Ancillary Agreements. The execution, delivery and performance of this Agreement and the Company Acquirer Ancillary Agreements, and the Merger, have been duly and validly approved and authorized by CompanyAcquirer, and this Agreement has been duly executed and delivered by CompanyAcquirer. Sub has the corporate power and authority to enter into and perform its obligations under this Agreement and all Sub Ancillary Agreements. The affirmative votes execution, delivery and performance of the holders of (i) a majority of the shares of Company Common Stock that are issued and outstanding (voting as a separate class), (ii) a majority of the shares of Company Common Stock and Company Preferred Stock that are issued and outstanding (voting together as a single class on an as-converted to Company Common Stock basis), (iii) a majority of the shares of Company Series D Preferred Stock that are issued and outstanding (voting as a separate class on an as-converted to Company Common Stock basis) and (iv) a majority of the shares of Company Preferred Stock that are issued and outstanding (voting together as a single class on an as-converted to Company Common Stock basis) (collectively, the “Requisite Votes”) are the only votes of the Company Stockholders necessary under all Applicable Laws this Agreement and the Company Charter Documents to approve Sub Ancillary Agreements, and the Merger, have been duly and validly approved and authorized by Sub, and this Agreement and, if required, each Company Ancillary Agreement has been duly executed and all other agreements, transactions and actions contemplated hereby and therebydelivered by Sub. (b) No filing, authorization, consent, approval, permit, order, registration or declaration from any United States Governmental Authority declaration, governmental or otherwise, is necessary to enable Company Acquirer and Sub to enter into, and to perform its their respective obligations under, this Agreement Agreement, the Acquirer Ancillary Agreements or the Company Sub Ancillary Agreements, except for for: (i) the filing of the Certificate of Merger with the State of Delaware Secretary of State; (ii) the filing by Acquirer with the SEC of such reports and information under the Exchange Act, and the rules and regulations promulgated by the SEC thereunder, as may be required in connection with this Agreement, the Merger and the other transactions contemplated by this Agreement; (iii) upon its eligibility to do so, the filing by Acquirer with the SEC of the Form S-8 registration statement to be filed by Acquirer pursuant to this Agreement; and (iv) such other filings, authorizations, consents, approvals, permits, orders, registrations and declarations, if any, that if not made or obtained by Acquirer or Sub would not be material to Acquirer’s or Sub’s ability to consummate the Merger or to perform their respective obligations under this Agreement, the Acquirer Ancillary Agreements and the Sub Ancillary Agreements. (c) This Agreement and the Company Acquirer Ancillary Agreements are, or when executed by Company Acquirer will be, and assuming the due authorization, execution and delivery hereof (and in the case of Acquirer Ancillary Agreements, thereof) by Acquirer and all other parties thereto will each constitute, valid and binding obligations of Company, Acquirer enforceable against Company Acquirer in accordance with their respective terms, subject only to the effect, if any, of (i) applicable bankruptcy and other similar laws affecting the rights of creditors generallygenerally and (ii) rules of law governing specific performance, injunctive relief and other equitable remedies. This Agreement and the Sub Ancillary Agreements are, or when executed by Sub will be, valid and binding obligations of Sub enforceable against Sub in accordance with their respective terms, subject only to the effect, if any, of (i) applicable bankruptcy and other similar laws affecting the rights of creditors generally and (ii) rules of law governing specific performance, injunctive relief and other equitable remedies.

Power, Authorization and Validity. (a) Company Acquirer has the right, corporate power and authority to enter into and perform its obligations under this Agreement and all Company Acquirer Ancillary Agreements. The execution, delivery and performance of this Agreement and the Company Acquirer Ancillary Agreements, and the Merger, have been duly and validly approved and authorized by CompanyAcquirer, and this Agreement has been duly executed and delivered by CompanyAcquirer. Sub has the corporate power and authority to enter into and perform its obligations under this Agreement and all Sub Ancillary Agreements. The affirmative votes execution, delivery and performance of the holders of (i) a majority of the shares of Company Common Stock that are issued and outstanding (voting as a separate class), (ii) a majority of the shares of Company Common Stock and Company Preferred Stock that are issued and outstanding (voting together as a single class on an as-converted to Company Common Stock basis), (iii) a majority of the shares of Company Series D Preferred Stock that are issued and outstanding (voting as a separate class on an as-converted to Company Common Stock basis) and (iv) a majority of the shares of Company Preferred Stock that are issued and outstanding (voting together as a single class on an as-converted to Company Common Stock basis) (collectively, the “Requisite Votes”) are the only votes of the Company Stockholders necessary under all Applicable Laws this Agreement and the Company Charter Documents to approve Sub Ancillary Agreements, and the Merger, have been duly and validly approved and authorized by Sub, and this Agreement and, if required, each Company Ancillary Agreement has been duly executed and all other agreements, transactions and actions contemplated hereby and therebydelivered by Sub. (b) No filing, authorization, consent, approval, permit, order, registration or declaration from any United States Governmental Authority declaration, governmental or otherwise, is necessary to enable Company Acquirer and Sub to enter into, and to perform its their respective obligations under, this Agreement Agreement, the Acquirer Ancillary Agreements or the Company Sub Ancillary Agreements, except for for: (i) the filing of the Certificate of Merger with the State of Delaware Secretary of State; (ii) the filing by Acquirer with the SEC of such reports and information under the Exchange Act, and the rules and regulations promulgated by the SEC thereunder, as may be required in connection with this Agreement, the Merger and the other transactions contemplated by this Agreement; (iii) the filing by Acquirer with the SEC of the Form S-8 registration statement to be filed by Acquirer pursuant to this Agreement; and (iv) such other filings, authorizations, consents, approvals, permits, orders, registrations and declarations, if any, that if not made or obtained by Acquirer or Sub would not be material to Acquirer’s or Sub’s ability to consummate the Merger or to perform their respective obligations under this Agreement, the Acquirer Ancillary Agreements and the Sub Ancillary Agreements. (c) This Agreement and the Company Acquirer Ancillary Agreements are, or when executed by Company Acquirer will be, and assuming the due authorization, execution and delivery hereof (and in the case of Acquirer Ancillary Agreements, thereof) by Acquirer and all other parties thereto will each constitute, valid and binding obligations of Company, Acquirer enforceable against Company Acquirer in accordance with their respective terms, subject only to the effect, if any, of (i) applicable bankruptcy and other similar laws affecting the rights of creditors generallygenerally and (ii) rules of law governing specific performance, injunctive relief and other equitable remedies. This Agreement and the Sub Ancillary Agreements are, or when executed by Sub will be, valid and binding obligations of Sub enforceable against Sub in accordance with their respective terms, subject only to the effect, if any, of (i) applicable bankruptcy and other similar laws affecting the rights of creditors generally and (ii) rules of law governing specific performance, injunctive relief and other equitable remedies.

Power, Authorization and Validity. (a) Company 4.2.1 Portable has the right, power power, legal capacity and authority to enter into and perform its obligations under this Agreement Agreement, and all Company Ancillary Agreementsagreements to which Portable is or will be a party that are required to be executed pursuant to this Agreement (the "PORTABLE ANCILLARY AGREEMENTS"). The execution, delivery and performance of this Agreement and the Company Portable Ancillary Agreements, and the Merger, Agreements have been duly and validly approved and authorized by CompanyPortable's Board of Directors, and do not require the approval by Portable's shareholders. Portable Subsidiary has the right, power and authority to execute, deliver and perform its obligations under this Agreement, and upon approval of the Merger and the Agreement of Merger by Portable Subsidiary's sole stockholder, Portable Subsidiary will have the right, power and authority to execute, deliver and perform the Agreement of Merger and all agreements to which Portable Subsidiary is or will be a party that are required to be executed pursuant to this Agreement has been duly executed and delivered by Company(the "PORTABLE SUBSIDIARY ANCILLARY AGREEMENTS"). The affirmative votes execution, delivery and performance of the holders of (i) a majority of the shares of Company Common Stock that are issued and outstanding (voting as a separate class), (ii) a majority of the shares of Company Common Stock and Company Preferred Stock that are issued and outstanding (voting together as a single class on an as-converted to Company Common Stock basis), (iii) a majority of the shares of Company Series D Preferred Stock that are issued and outstanding (voting as a separate class on an as-converted to Company Common Stock basis) and (iv) a majority of the shares of Company Preferred Stock that are issued and outstanding (voting together as a single class on an as-converted to Company Common Stock basis) (collectivelythis Agreement, the “Requisite Votes”) are the only votes Agreement of the Company Stockholders necessary under all Applicable Laws and the Company Charter Documents to approve the Merger, this Agreement and, if required, each Company Ancillary Agreement Merger and all other agreements, transactions Portable Subsidiary Ancillary Agreements by Portable Subsidiary have been duly and actions contemplated hereby validly approved and therebyauthorized by Portable Subsidiary's Board of Directors. (b) 4.2.2 No filing, authorization, consent, authorization or approval, permitgovernmental or otherwise, order, registration or declaration from any United States Governmental Authority is necessary to enable Company Portable or Portable Subsidiary to enter into, and to perform its their respective obligations under, this Agreement or Agreement, the Company Portable Ancillary Agreements, Agreements and the Portable Subsidiary Ancillary Agreements except for (a) the filing of the Certificate Agreement of Merger with the State of California and the Delaware Secretary of State. , (b) the recording of the Agreement of Merger in the office of the Recorder of the Delaware county in which Portable Subsidiary's registered office is located, and (c) such filings as may be required to comply with federal and state securities laws. 4.2.3 This Agreement and the Company Portable Ancillary Agreements are, or when executed by Company Portable will be, and assuming the due authorization, execution and delivery hereof (and in the case of Acquirer Ancillary Agreements, thereof) by Acquirer and all other parties thereto will each constitute, valid and binding obligations of Company, Portable enforceable against Company in accordance with their respective terms, subject only except as to the effect, if any, of (ia) applicable bankruptcy and other similar laws affecting the rights of creditors generally, and (iib) rules of law governing specific performance, injunctive relief and other equitable remedies and (c) the enforceability of provisions requiring indemnification in connection with the offering, issuance or sale of securities; provided, however, that the Agreement of Merger will not be effective until filed with the Delaware and California Secretaries of State. This Agreement and the Portable Subsidiary Ancillary Agreements are, or when executed by Portable Subsidiary will be, valid and binding obligations of Portable Subsidiary, enforceable in accordance with their respective terms, except as to the effect, if any, of (a) applicable bankruptcy and other similar laws affecting the rights of creditors generally and (b) rules of law and equity governing specific performance, injunctive relief and other equitable remedies; provided, however, that the Agreement of Merger will not be effective until filed with the Delaware and California Secretaries of State.

Power, Authorization and Validity. (a) Company 4.2.1 HNC has the right, power and authority to enter into into, execute and perform its obligations under this Agreement and all Company the HNC Ancillary Agreements. The execution, delivery and performance of this Agreement and the Company HNC Ancillary Agreements, and the Merger, Agreements by HNC have been duly and validly approved and authorized by Company, and this Agreement has been duly executed and delivered by CompanyHNC's Board of Directors. The affirmative votes of the holders of (i) a majority issuance of the shares of Company HNC Common Stock that are to be issued in the Merger does not require the approval of HNC's stockholders. Sub has the right, power and outstanding (voting as a separate class)authority to execute, (ii) a majority deliver and perform its obligations under this Agreement, and upon approval of the shares of Company Common Stock and Company Preferred Stock that are issued and outstanding (voting together as a single class on an as-converted to Company Common Stock basis), (iii) a majority of the shares of Company Series D Preferred Stock that are issued and outstanding (voting as a separate class on an as-converted to Company Common Stock basis) and (iv) a majority of the shares of Company Preferred Stock that are issued and outstanding (voting together as a single class on an as-converted to Company Common Stock basis) (collectively, the “Requisite Votes”) are the only votes of the Company Stockholders necessary under all Applicable Laws Merger and the Company Charter Documents Merger Certificates by Sub's sole stockholder, Sub will have the right, power and authority to approve execute, deliver and perform the Merger, this Agreement and, if required, each Company Ancillary Agreement Merger Certificates and all other agreementsSub Ancillary Agreements. The execution, transactions delivery and actions contemplated hereby performance of this 4.2.2 Assuming the current and thereby. (b) No continuing accuracy of the Founder Representation Letter, no filing, authorization, consent, approval, permit, approval or order, registration governmental or declaration from any United States Governmental Authority otherwise, is necessary or required to be made or obtained by HNC or Sub to enable Company HNC or Sub to lawfully enter into, and to perform its obligations under, this Agreement Agreement, the HNC Ancillary Agreements or the Company Sub Ancillary Agreements, as applicable, except for (a) the filing by FTI of such reports and information with the U.S. Securities and Exchange Commission (the "SEC") under the Securities Exchange Act of 1934, as amended (the "1934 ACT") and the rules and regulations promulgated by the SEC thereunder, as may be required in connection with this Agreement, the Merger and the transactions contemplated hereby; (b) the filing with the SEC of a Form D relating to the issuance of HNC securities in the Merger, if so elected by HNC; (c) the filing of the Delaware Certificate of Merger with the State of Delaware Secretary of StateState and any such further documents as may be required under the Delaware General Corporation Law to effect the Merger; (d) the filing of the Illinois Articles of Merger with the Illinois Secretary of State and any such further documents as may be required under the Illinois Business Corporation Act to effect the Merger; (e) such filings and notifications as may be necessary under the HSR Act and the expiration of applicable waiting periods under the HSR Act; (f) such other filings as may be required by the Nasdaq National Market System with respect to the HNC Merger Shares to be issued in the Merger; (g) the filing with the SEC, and the effectiveness of, any registration statement to be filed by HNC under the 1933 Act following the Effective Time pursuant to Section 2.12 hereof; and (h) such other filings, if any, as may be required to comply with federal and state securities laws. (c) 4.2.3 This Agreement and the Company HNC Ancillary Agreements are, or when executed by Company HNC will be, and assuming the due authorization, execution and delivery hereof (and in the case of Acquirer Ancillary Agreements, thereof) by Acquirer and all other parties thereto will each constitute, valid and binding obligations of CompanyHNC, enforceable against Company in accordance with their respective terms, subject only except as to the effect, if any, of (ia) applicable bankruptcy and other similar laws affecting the rights of creditors generally, generally and (iib) rules of law and equity governing specific performance, injunctive relief and other equitable remedies. This Agreement and the Sub Ancillary Agreements are, or when executed by Sub will be, valid and binding obligations of Sub, enforceable in accordance with their respective terms, except as to the effect, if any, of (a) applicable bankruptcy and other similar laws affecting the rights of creditors generally and (b) rules of law and equity governing specific performance, injunctive relief and other equitable remedies.

Power, Authorization and Validity. (a) Company 3.2.1 Acquiror has the right, power power, legal capacity and authority to enter into and perform its obligations under this Agreement Agreement, and all Company agreements to which Acquiror is or will be a party that are required to be executed pursuant to this Agreement (the “Acquiror Ancillary Agreements”). Merger Sub has the right, power, legal capacity and authority to enter into and perform its obligations under this Agreement, and all agreements to which Merger Sub is or will be a party that are required to be executed pursuant to this Agreement (the “Merger Sub Ancillary Agreements”). The execution, delivery and performance of this Agreement and the Company Acquiror Ancillary Agreements, and the Merger, Agreements have been duly and validly approved and authorized by CompanyAcquiror’s Board of Directors in compliance with applicable law and the certificate of incorporation and bylaws of Acquiror. The execution, delivery and performance of this Agreement has and the Merger Sub Ancillary Agreements have been duly executed and delivered validly approved and authorized by Company. The affirmative votes Merger Sub’s Board of the holders of (i) a majority of the shares of Company Common Stock that are issued Directors and outstanding (voting as a separate class), (ii) a majority of the shares of Company Common Stock and Company Preferred Stock that are issued and outstanding (voting together as a single class on an as-converted to Company Common Stock basis), (iii) a majority of the shares of Company Series D Preferred Stock that are issued and outstanding (voting as a separate class on an as-converted to Company Common Stock basis) and (iv) a majority of the shares of Company Preferred Stock that are issued and outstanding (voting together as a single class on an as-converted to Company Common Stock basis) (collectively, the “Requisite Votes”) are the only votes of the Company Stockholders necessary under all Applicable Laws sole stockholder in compliance with applicable law and the Company Charter Documents to approve the Merger, this Agreement and, if required, each Company Ancillary Agreement certificate of incorporation and all other agreements, transactions and actions contemplated hereby and therebybylaws of Merger Sub. (b) 3.2.2 No filing, authorization, consent, authorization or approval, permitgovernmental or otherwise, order, registration or declaration from any United States Governmental Authority is necessary to enable Company Acquiror to enter into, and to perform its obligations under, this Agreement and the Acquiror Ancillary Agreements or to enable Merger Sub to enter into, and to perform its obligations under, this Agreement and the Company Merger Sub Ancillary Agreements, except for (a) the filing of the Certificate of Merger with the State of Delaware Secretary of State. State and the filing of appropriate documents with the relevant authorities of other states in which Acquiror is qualified to do business, if any, (b) the approval of the holders of Acquiror Capital Stock (“Acquiror Capital Stockholders”) of the transactions contemplated hereby, (c) the filing of a registration statement on Form S-4 with the SEC covering the issuance of the shares of Acquiror Common Stock in the Merger, (d) the filing of a registration statement on Form S-8 with the SEC after the Closing Date covering the shares of Acquiror Common Stock issuable pursuant to Target Options assumed by Acquiror, (e) such filings as may be required to comply with federal and state securities laws and the rules and regulations of the Nasdaq Stock Market, and (f) such other filings, authorizations or approvals which, if not obtained or made, could not reasonably be expected to have a Material Adverse Effect on Acquiror and would not prevent, materially alter or delay the consummation of the Merger or the other transactions contemplated by this Agreement. 3.2.3 This Agreement and the Company Acquiror Ancillary Agreements are, or when executed by Company Acquiror will be, and assuming the due authorization, execution and delivery hereof (and in the case of Acquirer Ancillary Agreements, thereof) by Acquirer and all other parties thereto will each constitute, valid and binding obligations of CompanyAcquiror enforceable in accordance with their respective terms and this Agreement and the Merger Sub Ancillary Agreements are, or when executed by Merger Sub will be, valid and binding obligations of Merger Sub enforceable against Company in accordance with their respective terms, subject only except in each case as to the effect, if any, of (ia) applicable bankruptcy and other similar laws affecting the rights of creditors generally, and (iib) rules of law governing specific performance, injunctive relief and other equitable remediesremedies and (c) the enforceability of provisions requiring indemnification in connection with the offering, issuance or sale of securities; provided, however, that the Certificate of Merger will not be effective until filed with the Delaware Secretary of State.

Power, Authorization and Validity. (a) 2.2.1 The Company has the corporate right, power and authority to enter into and perform its obligations under this Agreement and all agreements to which the Company is or will be a party that are required to be executed pursuant to this Agreement (the "Company Ancillary Agreements") and the transactions contemplated hereby and thereby. The execution, delivery and performance of this This Agreement and the Company Ancillary Agreements, and the Merger, Agreements have been duly and validly approved and authorized by all necessary corporate action on the part of the Company, and this Agreement has been duly executed and delivered by Company. The affirmative votes including, without limitation, the requisite approval of the holders of (i) a majority Company's stockholders in connection with the consummation of the shares of Company Common Stock that are issued Merger. Each Shareholder has the legal power and outstanding (voting as a separate class), (ii) a majority of the shares of Company Common Stock capacity to enter into and Company Preferred Stock that are issued and outstanding (voting together as a single class on an as-converted to Company Common Stock basis), (iii) a majority of the shares of Company Series D Preferred Stock that are issued and outstanding (voting as a separate class on an as-converted to Company Common Stock basis) and (iv) a majority of the shares of Company Preferred Stock that are issued and outstanding (voting together as a single class on an as-converted to Company Common Stock basis) (collectively, the “Requisite Votes”) are the only votes of the Company Stockholders necessary perform his or her obligations under all Applicable Laws and the Company Charter Documents to approve the Merger, this Agreement and, if required, each Company Ancillary Agreement and all other agreements, agreements to which such Shareholder is or will be a party that are required to be executed pursuant to this Agreement (the "Shareholder Ancillary Agreements") and the transactions and actions contemplated hereby and thereby. (b) 2.2.2 No filing, authorization, consent, authorization or approval, permitgovernmental or otherwise, order, registration or declaration from any United States Governmental Authority is necessary to enable the Company or the Shareholders to enter into, and to perform its their respective obligations under, this Agreement or Agreement, the Company Ancillary Agreements and the Shareholder Ancillary Agreements, except for (a) the filing of the Certificate Agreement of Merger with the Secretary of State of the State of Delaware Secretary and the State of State. Maryland Department of Assessments and Taxation, the filing of such officers' certificates and other documents as are required to effectuate the Merger under Delaware and Maryland law and the filing of appropriate documents with the relevant authorities of the states in which the Company is qualified to do business, (b) such filings as may be required to comply with federal and state securities laws, (c) filings required under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, and the rules and regulations thereunder (the "HSR Act") and (d) consents required under agreements set forth in Item 2.5 as exceptions to the representation made in the last sentence of Section 2.5. 2.2.3 This Agreement and the Company Ancillary Agreements are, or when executed and delivered by the Company will be, and assuming the due authorization, execution and delivery hereof (and in the case of Acquirer Ancillary Agreements, thereof) by Acquirer and all other parties thereto will each constitutebe, valid and binding obligations of Company, the Company enforceable against the Company in accordance with their respective terms, subject only except as to the effect, if any, of (ia) applicable bankruptcy and other similar laws affecting the rights of creditors generally, generally and (iib) rules of law governing specific performance, injunctive relief and other equitable remedies; provided, however, that the Company Ancillary Agreements will not be effective until the Effective Time. This Agreement and the Shareholder Ancillary Agreements are, or when executed and delivered by the respective Shareholders and the other parties thereto will be, valid and binding obligations of such Shareholders enforceable against such Shareholders in accordance with their respective terms, except as to the effect, if any, of (a) applicable bankruptcy and other similar laws affecting the rights of creditors generally and (b) rules of law governing specific performance, injunctive relief and other equitable remedies; provided, however, that the Shareholder Ancillary Agreements will not be effective until the Effective Time.