Common use of Authority; Noncontravention Clause in Contracts

Authority; Noncontravention. The Company has all requisite power and authority to enter into this Agreement and to consummate the transactions contemplated by this Agreement. The execution and delivery of this Agreement by the Company and the consummation by the Company of the transactions contemplated hereby have been (or at Closing will have been) duly authorized by all necessary action on the part of the Company. This Agreement has been duly executed and when delivered by the Company shall constitute a valid and binding obligation of the Company, enforceable against the Company and the selling shareholders, as applicable, in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency or other similar laws affecting the enforcement of creditors’ rights generally or by general principles of equity. The execution and delivery of this Agreement do not, and the consummation of the transactions contemplated by this Agreement and compliance with the provisions hereof will not, conflict with, or result in any breach or violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of or “put” right with respect to any obligation or to a loss of a material benefit under, or result in the creation of any lien upon any of the properties or assets of the Company under, (i) the Company’s articles of incorporation or bylaws, if any, (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise or license applicable to the Company, its properties or assets, or (iii) subject to the governmental filings and other matters referred to in the following sentence, any judgment, order, decree, statute, law, ordinance, rule, regulation or arbitration award applicable to the Company, its properties or assets, other than, in the case of clauses (ii) and (iii), any such conflicts, breaches, violations, defaults, rights, losses or liens that individually or in the aggregate could not have a material adverse effect with respect to the Company or could not prevent, hinder or materially delay the ability of the Company to consummate the transactions contemplated by this Agreement.

Authority; Noncontravention. The Company has all the requisite corporate and other power and authority to enter into this Agreement and to consummate the transactions contemplated by this AgreementMerger. The execution and delivery of this Agreement by the Company and the consummation by the Company of the transactions contemplated hereby have been (or at Closing will have been) duly authorized by all necessary corporate action on the part of the Company. This Agreement has been duly executed and when delivered by the Company shall constitute and constitutes a valid and binding obligation of the Company, enforceable against the Company and the selling shareholders, as applicable, in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency or other similar laws affecting the enforcement of creditors’ rights generally or by general principles of equity. The execution and delivery of this Agreement do not, and the consummation of the transactions contemplated by this Agreement and compliance with the provisions hereof will not, conflict with, or result in any breach or violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of or “"put” " right with respect to any obligation or to a loss of a material benefit under, or result in the creation of any lien upon any of the properties or assets of the Company under, (i) the Articles of Incorporation or Bylaws of the Company’s articles of incorporation or bylaws, if any, (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise or license applicable to the Company, its properties or assets, or (iii) subject to the governmental filings and other matters referred to in the following sentence, any judgment, order, decree, statute, law, ordinance, rule, regulation or arbitration award applicable to the Company, its properties or assets. No consent, approval, order or authorization of, or registration, declaration or filing with, or notice to, any federal, state or local government or any court, administrative agency or commission or other thangovernmental authority, in the case of clauses agency, domestic or foreign (ii) and (iiia "Governmental Entity"), any such conflicts, breaches, violations, defaults, rights, losses is required by or liens that individually or in the aggregate could not have a material adverse effect with respect to the Company or could not prevent, hinder or materially delay in connection with the ability execution and delivery of this Agreement by the Company to consummate or the consummation by the Company of the transactions contemplated by hereby, except, with respect to this Agreement, for the filing of the Articles of Merger with the Secretary of State of Nevada.

Authority; Noncontravention. The Shareholder and Company has have all requisite power and authority to enter into this Agreement and to consummate the transactions contemplated by this Agreement. The execution and delivery of this Agreement by the Shareholder and Company and the consummation by the Shareholder and Company of the transactions contemplated hereby have been (or at Closing will have been) duly authorized by all necessary action on the part of the Shareholder and Company. This Agreement has been duly executed and when delivered by the Shareholder and Company shall constitute a valid and binding obligation of the Shareholder and Company, enforceable against the Shareholder and Company and the selling shareholders, as applicable, in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency or other similar laws affecting the enforcement of creditors’ rights generally or by general principles of equity. The execution and delivery of this Agreement do not, and the consummation of the transactions contemplated by this Agreement and compliance with the provisions hereof will not, conflict with, or result in any breach or violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of or “put” right with respect to any obligation or to a loss of a material benefit under, or result in the creation of any lien upon any of the properties or assets of the Shareholder and Company under, (i) the Shareholder and Company’s articles of incorporation or bylaws, if any, (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise or license applicable to the Shareholder and Company, its properties or assets, or (iii) subject to the governmental filings and other matters referred to in the following sentence, any judgment, order, decree, statute, law, ordinance, rule, regulation or arbitration award applicable to the Shareholder and Company, its properties or assets, other than, in the case of clauses (ii) and (iii), any such conflicts, breaches, violations, defaults, rights, losses or liens that individually or in the aggregate could not have a material adverse effect with respect to the Shareholder and Company or could not prevent, hinder or materially delay the ability of the Shareholder and Company to consummate the transactions contemplated by this Agreement.

Authority; Noncontravention. The Company has all the requisite corporate and other power and authority to enter into this Agreement and to consummate the transactions contemplated by this Agreementhereby to which it is a party. The execution and delivery of this Agreement by the Company and the consummation by the Company of the transactions contemplated hereby have been (or at Closing will have been) duly authorized by all necessary corporate action on the part of the Company. This Agreement has been duly executed and when delivered by the Company shall constitute and constitutes a valid and binding obligation of the Company, enforceable against the Company and the selling shareholders, as applicable, in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency or other similar laws affecting the enforcement of creditors’ rights generally or by general principles of equity. The execution and delivery of this Agreement do not, and the consummation of the transactions contemplated by this Agreement and compliance with the provisions hereof will not, conflict with, or result in any breach or violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of or “"put” " right with respect to any obligation or to a loss of a material benefit under, or result in the creation of any lien upon any of the properties or assets of the Company under, (i) the Articles of Incorporation or Bylaws of the Company’s articles of incorporation or bylaws, if any, (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise or license applicable to the Company, its properties or assets, or (iii) subject to the governmental filings and other matters referred to in the following sentence, any judgment, order, decree, statute, law, ordinance, rule, regulation or arbitration award applicable to the Company, its properties or assets. No consent, approval, order or authorization of, or registration, declaration or filing with, or notice to, any federal, state or local government or any court, administrative agency or commission or other thangovernmental authority, in the case of clauses agency, domestic or foreign (ii) and (iiia "Governmental Entity"), any such conflicts, breaches, violations, defaults, rights, losses is required by or liens that individually or in the aggregate could not have a material adverse effect with respect to the Company or could not prevent, hinder or materially delay in connection with the ability execution and delivery of this Agreement by the Company to consummate or the consummation by the Company of the transactions contemplated by this Agreementhereby.

Authority; Noncontravention. The Company has and IMPERIAL have all requisite power and authority to enter into this Agreement and to consummate the transactions contemplated by this Agreement. The execution and delivery of this Agreement by the Company and IMPERIAL and the consummation by the Company and IMPERIAL of the transactions contemplated hereby have been (or at Closing will have been) duly authorized by all necessary action on the part of the CompanyCompany and IMPERIAL. This Agreement has been duly executed and when delivered by the Company and IMPERIAL shall constitute a valid and binding obligation of the CompanyCompany and IMPERIAL, enforceable against the Company and the selling shareholdersIMPERIAL, as applicable, in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency or other similar laws affecting the enforcement of creditors’ rights generally or by general principles of equity. The execution and delivery of this Agreement do not, and the consummation of the transactions contemplated by this Agreement and compliance with the provisions hereof will not, conflict with, or result in any breach or violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of or “put” right with respect to any obligation or to a loss of a material benefit under, or result in the creation of any lien upon any of the properties or assets of the Company or IMPERIAL under, (i) the Company’s articles of incorporation or bylawsbylaws of the Company and IMPERIAL, if any, (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise or license applicable to the CompanyCompany or IMPERIAL, its properties or assets, or (iii) subject to the governmental filings and other matters referred to in the following sentence, any judgment, order, decree, statute, law, ordinance, rule, regulation or arbitration award applicable to the CompanyCompany or IMPERIAL, its properties or assets, other than, in the case of clauses (ii) and (iii), any such conflicts, breaches, violations, defaults, rights, losses or liens that individually or in the aggregate could not have a material adverse effect with respect to the Company or IMPERIAL or could not prevent, hinder or materially delay the ability of the Company or IMPERIAL to consummate the transactions contemplated by this Agreement.

Authority; Noncontravention. The Company has all requisite power and authority to enter into this Agreement and to consummate the transactions contemplated by this Agreement. The execution and delivery of this Agreement by the Company and the consummation by the Company of the transactions contemplated hereby have been (or at Closing will have been) duly authorized by all necessary action on the part of the Company. This Agreement has been duly executed and when delivered by the Company shall constitute a valid and binding obligation of the Company, enforceable against the Company and the selling shareholdersSelling Members, as applicable, in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency or other similar laws affecting the enforcement of creditors’ rights generally or by general principles of equity. The execution and delivery of this Agreement do not, and the consummation of the transactions contemplated by this Agreement and compliance with the provisions hereof will not, conflict with, or result in any breach or violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of or “put” right with respect to any obligation or to a loss of a material benefit under, or result in the creation of any lien upon any of the properties or assets of the Company under, (i) the Company’s articles of incorporation organization or bylawsthe Company’s limited liability company operating agreement, if any, (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise or license applicable to the Company, its properties or assets, or (iii) subject to the governmental filings and other matters referred to in the following sentence, any judgment, order, decree, statute, law, ordinance, rule, regulation or arbitration award applicable to the Company, its properties or assets, other than, in the case of clauses (ii) and (iii), any such conflicts, breaches, violations, defaults, rights, losses or liens that individually or in the aggregate could not have a material adverse effect with respect to the Company or could not prevent, hinder or materially delay the ability of the Company to consummate the transactions contemplated by this Agreement.

Authority; Noncontravention. The Company has all the requisite corporate and other power and authority to enter into this Agreement and to consummate the transactions contemplated by this AgreementMerger. The execution and delivery of this Agreement by the Company and the consummation by the Company of the transactions contemplated hereby have been (or at Closing will have been) duly authorized by all necessary corporate action on the part of the Company. This Agreement has been duly executed and when delivered by the Company shall constitute and constitutes a valid and binding obligation of the Company, enforceable against the Company and the selling shareholders, as applicable, in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency or other similar laws affecting the enforcement of creditors’ rights generally or by general principles of equity. The execution and delivery of this Agreement do not, and the consummation of the transactions contemplated by this Agreement and compliance with the provisions hereof will not, conflict with, or result in any breach or violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of or “"put” " right with respect to any obligation or to a loss of a material benefit under, or result in the creation of any lien upon any of the properties or assets of the Company under, (i) the Articles of Incorporation or Bylaws of the Company’s articles of incorporation or bylaws, if any, (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise or license applicable to the Company, its properties or assets, or (iii) subject to the governmental filings and other matters referred to in the following sentence, any judgment, order, decree, statute, law, ordinance, rule, regulation or arbitration award applicable to the Company, its properties or assets. No consent, approval, order or authorization of, or registration, declaration or filing with, or notice to, any federal, state or local government or any court, administrative agency or commission or other thangovernmental authority, in the case of clauses agency, domestic or foreign (ii) and (iiia "Governmental Entity"), any such conflicts, breaches, violations, defaults, rights, losses is required by or liens that individually or in the aggregate could not have a material adverse effect with respect to the Company or could not prevent, hinder or materially delay in connection with the ability execution and delivery of this Agreement by the Company to consummate or the consummation by the Company of the transactions contemplated by hereby, except, with respect to this Agreement, for the filing of the Articles of Merger with the Secretaries of State of Nevada and Delaware.

Authority; Noncontravention. The Company has all the requisite corporate power and authority to enter into this Agreement and to consummate the transactions contemplated by this Agreementcarry out its obligations hereunder. The execution and delivery of this Agreement by the Company and the consummation by the Company of the transactions contemplated hereby have been (or at Closing will have been) duly authorized by all necessary corporate action on the part of the Company, subject, in the case of the Merger, to the approval of its stockholders as set forth in Section 4.2. This Agreement has been duly executed and when delivered by the Company shall constitute and, assuming this Agreement has been duly executed and delivered by PennCorp, constitutes a valid and binding obligation of the Company, enforceable against the Company and the selling shareholders, as applicable, in accordance with its terms, terms except as such that the enforcement thereof may be limited by (a) bankruptcy, insolvency insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ now or hereafter in effect relating to creditor's rights generally or by and (b) general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity). The Except as disclosed in Section 2.4 of the Disclosure Schedule, the execution and delivery of this Agreement do not, and the consummation of the transactions contemplated by this Agreement and compliance with the provisions hereof will not, (i) conflict with any of the provisions of the Certificate of Incorporation or By-Laws of the Company or the comparable documents of any of the Significant Subsidiaries, (ii) subject to the governmental filings and other matters referred to in the following sentence, conflict with, or result in any a breach or violation of, of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of or “put” right with respect to any obligation or to a loss of a material benefit under, or result in require the creation consent of any lien upon any of the properties or assets of the Company person under, (i) the Company’s articles of incorporation or bylaws, if any, (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease indenture or other agreement, instrument, permit, concession, franchise franchise, license or license applicable similar instrument or undertaking to which the Company, Company or any of its properties subsidiaries is a party or assetsby which the Company or any of its subsidiaries or any of their assets is bound or affected, or (iii) subject to the governmental filings and other matters referred to in the following sentence, contravene any law, rule or regulation of any state or of the United States or any political subdivision thereof or therein, or any order, writ, judgment, orderinjunction, decree, statutedetermination or award currently in effect, law, ordinance, rule, regulation or arbitration award applicable to the Company, its properties or assets, other thansubject, in the case of clauses (ii) and (iii), any such to those conflicts, breaches, violationsdefaults and similar matters, defaultswhich, rights, losses or liens that individually or in the aggregate could aggregate, would not have a material adverse effect Material Adverse Effect nor materially and adversely affect the Company's ability to consummate the transactions contemplated hereby. No consent, approval or authorization of, or declaration or filing with, or notice to, any governmental agency or regulatory body, court, agency, commission, division, department, public body or other authority (a "Governmental Entity") which has not been received or made, is required by or with respect to the Company or could not preventany Significant Subsidiary in connection with the execution and delivery of this Agreement by the Company or the consummation by the Company of the transactions contemplated hereby, hinder or materially delay except for (i) the ability filing of premerger notification and report forms under the Hart-Scott-Rodino Xxxxxxxxx Xxxxxxxments Act of 1976, as amended (the "HSR Act") with respect to the Merger, (ii) the filings and/or notices required under the insurance laws of the jurisdictions set forth in Section 2.3(i) of the Disclosure Schedule, (iii) the filing with the SEC of (x) a proxy statement relating to the approval by the stockholders of the Company of the Merger (such proxy statement, together with the proxy statement relating to consummate the PennCorp Stockholder Approval (as defined in Section 3.13), in each case as amended or supplemented from time to time, is referred to herein as the "Joint Proxy Statement"), and (y) such reports under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), as may be required in connection with this Agreement and the transactions contemplated by this Agreement, (iv) the filing of the certificate of merger with the Delaware Secretary of State and appropriate documents with the relevant authorities of other states in which the Company is qualified to do business, and (v) such other consents, approvals, authorizations, filings or notices as are set forth in Section 2.4 of the Disclosure Schedule.

Authority; Noncontravention. The Company has all requisite corporate power and authority to enter into this Agreement and and, subject to the Company Stockholder Approval, to consummate the transactions contemplated by this Agreement. The execution and delivery of this Agreement by the Company and the consummation by the Company of the transactions contemplated hereby have been (or at Closing will have been) duly authorized by all necessary corporate action on the part of the Company, subject, in the case of the Merger, to the Company Stockholder Approval. This Agreement has been duly executed and when delivered by the Company shall constitute a and, assuming the due authorization, execution and delivery by Parent and Merger Sub, constitutes the legal, valid and binding obligation of the Company, enforceable against the Company and the selling shareholders, as applicable, in accordance with its terms, except as such the enforcement thereof may be limited by applicable bankruptcy, insolvency insolvency, reorganization, moratorium or other similar laws Laws generally affecting the enforcement rights of creditors’ rights generally or by creditors and subject to general principles of equityequity principles. The execution and delivery of this Agreement do does not, and the consummation of the transactions contemplated by this Agreement and compliance with the provisions hereof of this Agreement will not, (i) conflict withwith the certificate of incorporation or bylaws (or comparable organizational documents) of any of the Company Entities, or (ii) result in any breach or breach, violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or creation or acceleration of or “put” right with respect to any obligation or to right of a third party or loss of a material benefit under, or result in the creation of any lien Lien upon any of the properties or assets of any of the Company Entities under, (i) the Company’s articles of incorporation or bylaws, if any, (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise franchise, license or license similar authorization applicable to any of the Company, its Company Entities or their respective properties or assets, assets or (iii) subject to the governmental filings and other matters referred to in the following sentence, conflict with or violate any judgment, order, decree, statute, law, ordinance, rule, regulation decree or arbitration award Law applicable to any of the Company, its Company Entities or their respective properties or assets, other than, in the case of clauses (ii) and (iii), any such conflicts, breaches, violations, defaults, rights, losses or liens that Liens that, individually or in the aggregate could aggregate, would not reasonably be expected to have or result in a material adverse effect on the Company. No consent, approval, order or authorization of, action by or in respect of, or registration, declaration or filing with, any federal, state or local or foreign government, any court, administrative, regulatory or other governmental agency, commission or authority or any non-governmental United States or foreign self-regulatory agency, commission or authority or any arbitral tribunal (each, a “Governmental Entity”) or any third party is required by the Company in connection with respect the execution and delivery of this Agreement by the Company or the consummation by the Company of the transactions contemplated hereby, except for: (i) the filing with the Securities and Exchange Commission (the “SEC”) of (A) a proxy statement/prospectus relating to the Company Stockholders Meeting (such proxy statement/prospectus, as amended or could not preventsupplemented from time to time, hinder the “Proxy Statement”) and (B) such reports under Section 13(a), 13(d), 15(d) or materially delay the ability 16(a) or such other applicable sections of the Company to consummate Securities Exchange Act of 1934, as amended (the “Exchange Act”), as may be required in connection with this Agreement and the transactions contemplated hereby; (ii) the filing with the Texas Secretary of State of the Certificate of Merger; (iii) the filing of a premerger notification and report form by this Agreementthe Company under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”); (iv) notifications to The NASDAQ Stock Market (the “Nasdaq”); and (v) such consents, approvals, orders or authorizations the failure of which to be made or obtained, individually or in the aggregate, would not reasonably be expected to have or result in a material adverse effect on the Company.

Authority; Noncontravention. The Company has all the requisite corporate power and authority to enter into this Agreement and and, subject only to, if required by law, approval of the Merger by an affirmative vote of the holders of a majority of the Shares (the "Company Stockholder Approval"), to consummate the transactions contemplated by this Agreement. The execution and delivery of this Agreement by the Company and the consummation by the Company of the transactions contemplated hereby by this Agreement have been (or at Closing will have been) duly authorized by all necessary corporate action on the part of the Company, subject, in the case of this Agreement, only to the Company Stockholder Approval if such approval is required by law. This Agreement has been duly executed and when delivered by the Company shall constitute and constitutes a valid and binding obligation of the Company, enforceable against the Company and the selling shareholders, as applicable, in accordance with its terms, terms (except insofar as such enforcement enforceability may be limited by applicable bankruptcy, insolvency insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ ' rights generally generally, or by general principles governing the availability of equityequitable remedies). The execution and delivery of this Agreement do not, and the consummation of the transactions contemplated by this Agreement and compliance with the provisions hereof of this Agreement will not, conflict with, or result in any breach or violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation cancelation or acceleration of or “put” right with respect to any obligation or to a loss of a material benefit under, or result in the creation of any lien Liens in or upon any of the properties or assets of the Company under, or any of its subsidiaries under any provision of (i) the Company’s articles Certificate of incorporation Incorporation or bylaws, if anythe Amended and Restated By-laws of the Company or the comparable organizational documents of any of its subsidiaries, (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise franchise, license or license other instrument (a "Contract") applicable to the Company, Company or any of its subsidiaries or any of their respective properties or assets, assets that is required to be filed as an exhibit to the SEC Documents or (iii) subject to the governmental filings and other matters referred to in the following sentence, any judgment, order, decree, (A) statute, law, ordinance, rule, rule or regulation or arbitration award (B) judgment, order or decree applicable to the Company, Company or any of its subsidiaries or any of their respective properties or assets, other than, in the case of clauses (ii) and (iii), any such conflicts, breaches, violations, defaults, rights, losses rights or liens Liens that individually or in the aggregate could would not (x) have a material adverse effect on the Company, (y) impair in any material respect the ability of the Company to perform its obligations under this 19 Agreement or (z) prevent or materially delay the consummation of any of the transactions contemplated by this Agreement. No consent, approval, order or authorization of, or registration, declaration or filing with, any Federal, state or local government or any court, administrative agency or commission or other governmental authority or agency, domestic or foreign (a "Governmental Entity"), is required by or with respect to the Company or could not preventany of its subsidiaries in connection with the execution and delivery of this Agreement by the Company or the consummation by the Company of the Merger or the transactions contemplated by this Agreement, hinder except for (1) the filing of a premerger notification and report form by the Company under the Hart-Xxxxx-Xxxxxx Xxxitrust Improvements Act of 1976, as amended (the "HSR Act"), (2) the filing with the SEC and the Nasdaq Stock Market, Inc. of (A) the Schedule 14D-9, (B) a proxy statement or information statement relating to the Company Stockholder Approval, if such approval is required by law (as amended or supplemented from time to time, the "Proxy Statement") and (C) such reports under Section 13(a) of the Exchange Act as may be required in connection with this Agreement, the Stockholders Agreement and the transactions contemplated by this Agreement and the Stockholders Agreement, (3) the filing of the Certificate of Merger with the Delaware Secretary of State and appropriate documents with the relevant authorities of other states in which the Company is qualified to do business and (4) such other consents, approvals, orders, authorizations, registrations, declarations and filings the failure of which to be obtained or made would not, individually or in the aggregate, have a material adverse effect on the Company or prevent or materially delay the ability consummation of the Company to consummate any of the transactions contemplated by this Agreement.

Authority; Noncontravention. The Company has all the requisite corporate power and authority to enter into this Agreement and to consummate the transactions contemplated by this Agreementhereby. The execution and delivery of this Agreement by the Company and the consummation by the Company of the transactions contemplated hereby have been (or at Closing will have been) duly authorized by all necessary corporate action on the part of the Company. This Agreement has been duly executed and when delivered by the Company shall constitute and (assuming due authorization, execution and delivery by Parent and Merger Sub) constitutes a legal, valid and binding obligation of the Company, enforceable against the Company and the selling shareholders, as applicable, in accordance with its terms, except as such enforcement may be limited by subject to the effects of bankruptcy, insolvency or insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws affecting the enforcement of creditors’ rights generally and general equitable principles (whether considered in a proceeding in equity or by general principles of equityat law). The execution and delivery of this Agreement do does not, and the consummation by the Company of the transactions contemplated by this Agreement and compliance by the Company with the provisions hereof will not, conflict with, or result in any breach or violation of, or any default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of of, or a “put” right with respect to any obligation under, or to a loss of a material benefit under, or result in the creation of any lien pledge, claim, lien, charge, encumbrance or security interest of any kind or nature whatsoever except for a Permitted Lien (collectively, “Liens”) upon any of the properties or assets of the Company under, (i) the Company’s articles of incorporation Company Certificate or bylaws, if anyCompany By-laws, (ii) any agreement, contract, license, loan or credit agreement, note, note purchase agreement, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise or license applicable to the Company, Company or its properties or assets, assets or (iii) subject to the governmental filings and other matters referred to in the following sentencelast sentence of this Section 3.01(d), any judgment, order, decree, statute, law, ordinance, rule, regulation or arbitration award applicable to the Company, Company or its properties or assets. Each Lien of the Company in excess of $5,000 is set forth in Section 3.01(d) of the Company Disclosure Letter. No consent, other thanapproval, in the case of clauses (ii) and (iii)order or authorization of, or registration, declaration or filing with, or notice to, any such conflictsfederal, breachesstate or local government or any court, violationsadministrative agency or commission or other governmental authority or agency, defaults, rights, losses domestic or liens that individually foreign (a “Governmental Entity”) is required by or in the aggregate could not have a material adverse effect with respect to the Company or could not prevent, hinder or materially delay in connection with the ability execution and delivery of this Agreement by the Company to consummate or the consummation by the Company of any of the transactions contemplated hereby or the performance by this Agreementthe Company of its obligations hereunder, except for the filing of the Delaware Certificate of Merger with the Secretary of State of the State of Delaware and appropriate documents with the relevant authorities of other states in which the Company is qualified to do business.

Authority; Noncontravention. The Company Each Borrower has all the requisite corporate power and authority to enter into this Agreement and perform its obligations hereunder and under the Loan Documents and the same have been duly authorized by all necessary corporate action on the part of such Borrower, and assuming this Agreement constitutes the valid and binding agreement of Sprint, constitute valid and binding obligations of such Borrower enforceable against such Borrower, in accordance with its terms, except to consummate the transactions contemplated extent that the enforcement thereof may be limited by this Agreement(i) bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect relating to creditors' rights generally, and (ii) general principles of equity regardless of whether enforceability is considered in a proceeding in equity or at law. The execution and delivery of this Agreement by the Company and the consummation by the Company of the transactions contemplated hereby have been (or at Closing will have been) duly authorized by all necessary action on the part of the Company. This Agreement has been duly executed and when delivered by the Company shall constitute a valid and binding obligation of the Company, enforceable against the Company and the selling shareholders, as applicable, in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency or other similar laws affecting the enforcement of creditors’ rights generally or by general principles of equity. The execution and delivery of this Agreement do each Borrower did not, and the consummation of the transactions contemplated by this Agreement and compliance with the provisions hereof will not, conflict with, or result in any breach or violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of or “put” right with respect to any obligation or to a loss by such Borrower of a material benefit under, or result in the creation of any lien Lien upon any of the properties or assets of the Company such Borrower under, (i) the Company’s articles certificate of incorporation or bylaws, if anybylaws of such Borrower, (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise permit or license applicable to the Company, such Borrower or its properties or assets, assets or (iii) subject to the governmental filings and other matters referred to in the following sentence, any judgment, order, decree, statute, law, ordinance, rule, regulation or arbitration award law applicable to the Company, such Borrower or its respective properties or assets, other than, in the case of clauses (ii), (iii) and (iiiiv), any such conflicts, breaches, violations, defaults, rights, losses rights or liens Liens that individually or in the aggregate could would not (x) have a material adverse effect with respect to the Company or could not preventMaterial Adverse Effect, hinder or (y) materially delay impair the ability of such Borrower to perform its obligations under this Agreement or (z) prevent the Company to consummate consummation of any of the transactions contemplated by this Agreement.

Authority; Noncontravention. The Company has all the requisite corporate power and authority to enter into this Agreement and and, subject to adoption of this Agreement by the holders of a majority of the outstanding shares of Common Stock, to consummate the transactions contemplated by this AgreementTransactions. The execution and delivery of this Agreement by the Company and the consummation by the Company of the transactions contemplated hereby Transactions have been (or at Closing will have been) duly authorized by all necessary corporate action on the part of the Company, subject to adoption of this Agreement by the holders of a majority of the outstanding shares of Common Stock. This Agreement has been duly executed and when delivered by the Company shall constitute and constitutes a valid and binding obligation of the Company, enforceable against the Company and the selling shareholders, as applicable, in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency or other similar laws affecting the enforcement of creditors’ rights generally or by general principles of equity. The execution and delivery of this Agreement the Operative Agreements do not, and the consummation of the transactions contemplated by this Agreement Transactions and compliance with the provisions hereof of the Operative Agreements will not, conflict with, or result in any breach or violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of or “put” right with respect to any obligation or to a loss of a material benefit under, or result in the creation of any lien Lien upon any of the properties or assets of the Company or any of its subsidiaries under, (i) the Company’s articles Restated Certificate of incorporation Incorporation or bylaws, if anyBy-laws of the Company or the comparable charter or organizational documents of any of its subsidiaries, (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise or license applicable to the Company, Company or any of its subsidiaries or their respective properties or assets, assets or (iii) subject to the governmental filings and other matters referred to in the following sentence, any judgment, order, decree, statute, law, ordinance, rule, rule or regulation or arbitration award applicable to the Company, Company or any of its subsidiaries or their respective properties or assets, other than, in the case of clauses clause (ii) and (iii), any such conflicts, breaches, violations, defaults, rights, losses rights or liens Liens that individually or in the aggregate could would not (x) have a material adverse effect on the Company and its subsidiaries taken as a whole, (y) impair the ability of the Company to perform its obligations under this Agreement or (z) prevent the consummation of any of the Transactions (a "Company Material Adverse Effect"). No consent, approval, order or authorization of, or registration, declaration or filing with, any Federal, state or local government or any court, administrative or regulatory agency or commission or other governmental authority or agency, domestic or foreign (a "Governmental Entity"), is required by or with respect to the Company or could not prevent, hinder any of its subsidiaries in connection with the execution and delivery of this Agreement by the Company or materially delay the ability consummation by the Company of the Transactions, except for (i) the filing of a premerger notification and report form by the Company under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 0000 (xxx "XXX Xxx"), (xx) the filing with the SEC of (x) the Schedule 14D-9, (y) a proxy or information statement relating to consummate the transactions contemplated adoption by the Company's stockholders of this Agreement, if such adoption is required by law (as amended or supplemented from time to time, the "Proxy Statement"), and (z) such reports under Section 13(a) of the Exchange Act as may be required in connection with the Operative Agreements and the Transactions, (iii) the filing of the Certificate of Merger with the Delaware Secretary of State and appropriate documents with the relevant authorities of other states in which the Company is qualified to do business and (iv) such other consents, approvals, orders, authorizations, registrations, declarations and filings (x) as may be required under the laws of any foreign country in which the Company or any of its subsidiaries conducts any business or owns any property or assets, the failure to obtain or make would not have a Company Material Adverse Effect, or (y) as are set forth in the Company Disclosure Letter.

Authority; Noncontravention. The Company has all the requisite corporate power and authority to enter into this Agreement and and, subject to Company Stockholder Approval (as defined in Section 4.01(q)) with respect to the consummation of the Merger, to consummate the transactions contemplated by this Agreementhereby. The execution and delivery of this Agreement by the Company and the consummation by the Company of the transactions contemplated hereby have been (or at Closing will have been) duly authorized by all necessary corporate action on the part of Company, subject, in the Companycase of the Merger, to Company Stockholder Approval. This Agreement has been duly executed and when delivered by the Company shall constitute and (assuming due authorization, execution and delivery by Parent and Newco) constitutes a valid and binding obligation of the Company, enforceable against the Company and the selling shareholders, as applicable, in accordance with its terms, except as that (i) such enforcement may be limited by subject to applicable bankruptcy, insolvency or similar laws, now or hereafter in effect, affecting creditors' rights generally, and (ii) the remedy of specific performance and injunctive and other similar laws affecting forms of equitable relief may be subject to equitable defenses and to the enforcement discretion of creditors’ rights generally or by general principles the court before which any proceeding therefor may be brought. Except as disclosed in Section 4.01 of equity. The the Disclosure Schedule, the execution and delivery of this Agreement do does not, and the consummation by Company of the transactions contemplated by this Agreement and compliance by Company with the provisions hereof will not, conflict with, or result in any breach or violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of or “"put” " right with respect to any obligation or to a loss of a material benefit under, or result in the creation of any lien Lien (as defined in Section 9.04) upon any of the properties or assets of the Company under, (i) the Certificate of Incorporation, as amended, or By-laws, as amended, of Company’s articles of incorporation or bylaws, if any, (ii) any loan or credit agreement, note, note purchase agreement, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise or license applicable to the Company, Company or its properties or assets, assets or (iii) subject to the governmental filings and other matters referred to in the following sentence, any judgment, order, decree, statute, law, ordinance, rule, regulation or arbitration award applicable to the Company, Company or its properties or assets, other than, in the case of clauses (ii) and (iii), any such conflicts, breaches, violations, defaults, rights, losses or liens Liens that individually or in the aggregate could would not have a material adverse effect Material Adverse Effect with respect to the Company or could not prevent, materially hinder or materially delay the ability of the Company to consummate the transactions contemplated by this Agreement. No consent, approval, order or authorization of, or registration, declaration or filing with, or notice to, any federal, state or local government or any court, administrative agency or commission or other governmental authority or agency, domestic or foreign (a "Governmental Entity"), is required by or with respect to Company in connection with the execution and delivery of this Agreement by Company or the consummation by Company of the transactions contemplated hereby, except for (i) the filing of a pre-merger notification and report form by Company under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act"), (ii) the filing with the SEC of (A) a proxy statement relating to Company Stockholder Approval (such proxy statement as amended or supplemented from time to time, the "Proxy Statement"), (B) the Schedule 14D-1 to be filed by Parent and Newco, (C) the Schedule 14D-9 to be filed by Company and (D) such reports under the Exchange Act as may be required in connection with this Agreement and the transactions contemplated by this Agreement, (iii) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware and appropriate documents with the relevant authorities of other states in which Company is qualified to do business, and (iv) such other consents, approvals, orders, authorizations, registrations, declarations, filings or notices the failure of which to make or obtain, individually or in the aggregate, would not (x) prevent or materially delay consummation of the Merger or the other transactions contemplated hereby or (y) have a Material Adverse Effect with respect to Company.

Authority; Noncontravention. The Company has all requisite power and authority to enter into this Agreement and to consummate the transactions contemplated by this Agreement. The execution and delivery of this Agreement by the Company and the consummation by the Company of the transactions contemplated hereby have been (or at Closing will have been) duly authorized by all necessary action on the part of the Company. This Agreement has been duly executed and when delivered by the Company shall constitute a valid and binding obligation of the Company, enforceable against the Company and the selling shareholdersSelling Member, as applicable, in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency or other similar laws affecting the enforcement of creditors’ rights generally or by general principles of equity. The execution and delivery of this Agreement do not, and the consummation of the transactions contemplated by this Agreement and compliance with the provisions hereof will not, conflict with, or result in any breach or violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of or “put” right with respect to any obligation or to a loss of a material benefit under, or result in the creation of any lien upon any of the properties or assets of the Company under, (i) the Company’s articles of incorporation organization or bylawsthe Company’s limited liability company operating agreement, if any, (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise or license applicable to the Company, its properties or assets, or (iii) subject to the governmental filings and other matters referred to in the following sentence, any judgment, order, decree, statute, law, ordinance, rule, regulation or arbitration award applicable to the Company, its properties or assets, other than, in the case of clauses (ii) and (iii), any such conflicts, breaches, violations, defaults, rights, losses or liens that individually or in the aggregate could not have a material adverse effect with respect to the Company or could not prevent, hinder or materially delay the ability of the Company to consummate the transactions contemplated by this Agreement.

Authority; Noncontravention. The Company has all the requisite corporate and other power and authority to enter into this Agreement and to consummate the transactions contemplated by this Agreementhereby to which it is a party. The execution and delivery of this Agreement by the Company and the consummation by the Company of the transactions contemplated hereby have been (or at Closing will have been) duly authorized by all necessary corporate action on the part of the Company. This Agreement has been duly executed and when delivered by the Company shall constitute and constitutes a valid and binding obligation of the Company, enforceable against the Company and the selling shareholders, as applicable, in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency or other similar laws affecting the enforcement of creditors’ rights generally or by general principles of equity. The execution and delivery of this Agreement do not, and the consummation of the transactions contemplated by this Agreement and compliance with the provisions hereof will not, conflict with, or result in any breach or violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of or “put” right with respect to any obligation or to a loss of a material benefit under, or result in the creation of any lien upon any of the properties or assets of the Company under, (i) the Articles of Incorporation or Bylaws of the Company’s articles of incorporation or bylaws, if any, (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise or license applicable to the Company, its properties or assets, or (iii) subject to the governmental filings and other matters referred to in the following sentence, any judgment, order, decree, statute, law, ordinance, rule, regulation or arbitration award applicable to the Company, its properties or assets. No consent, approval, order or authorization of, or registration, declaration or filing with, or notice to, any federal, state or local government or any court, administrative agency or commission or other thangovernmental authority, in the case of clauses agency, domestic or foreign (ii) and (iiia “Governmental Entity”), any such conflicts, breaches, violations, defaults, rights, losses is required by or liens that individually or in the aggregate could not have a material adverse effect with respect to the Company or could not prevent, hinder or materially delay in connection with the ability execution and delivery of this Agreement by the Company to consummate or the consummation by the Company of the transactions contemplated by this Agreementhereby.

Authority; Noncontravention. The Company has all requisite corporate power and authority to enter into this Agreement and and, subject, in the case of the Merger, to the Company Stockholder Approval (as defined in Section 3.1(r)) to consummate the transactions contemplated by this Agreementhereby and thereby. The execution and delivery of this Agreement by the Company and the consummation by the Company of the transactions contemplated hereby have been (or at Closing will have been) duly authorized by all necessary corporate action on the part of the Company, subject, in the case of the Merger, to the Company Stockholder Approval. This Agreement has been duly executed and when delivered by the Company shall constitute a and, assuming the due authorization, execution and delivery by Parent and Merger Sub, constitutes the legal, valid and binding obligation of the Company, enforceable against the Company and the selling shareholders, as applicable, in accordance with its terms, except as that (i) such enforcement enforceability may be limited by subject to applicable bankruptcy, insolvency or other similar laws now or hereafter in effect affecting the enforcement of creditors’ ' rights generally and (ii) the availability of the remedy of specific performance or by general principles injunction or other forms of equityequitable relief may be subject to equitable defenses and would be subject to the discretion of the court before which any proceeding therefor may be brought. The execution and delivery of this Agreement do does not, and the consummation of the transactions contemplated by this Agreement hereby (including, without limitation, the Bank Combination (as defined in Section 5.5)) and compliance with the provisions hereof of this Agreement will not, conflict with, or result in any breach violation, forfeiture or violation termination of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of forfeiture, termination, cancellation or acceleration (with or without notice or lapse of time, or “put” right with respect to both) of any obligation or to loss of a benefit or, in the case of clause (iii) below, any material obligation or loss of a material benefit benefit, under, or result in the creation of any lien Lien upon any of the properties or assets of the Company or any of its subsidiaries under, (i) the Company’s articles certificate of incorporation or bylaws, if anyby-laws of the Company, (ii) the certificate of incorporation or by-laws or the comparable organizational documents of any of its subsidiaries, (iii) any loan or credit agreement, note, bond, mortgage, indenture, lease lease, vendor agreement, software agreement or other agreement, instrument, Intellectual Property (as defined in Section 3.1(n)) right, permit, concession, franchise franchise, license or license similar authorization applicable to the Company, Company or any of its subsidiaries or their respective properties or assets, assets that is material to the operations of the Company and its subsidiaries taken as a whole or (iiiiv) subject to the governmental filings and other matters referred to in the following sentence, any judgment, order, decree, statute, law, ordinance, rule, rule or regulation or arbitration award applicable to the Company, Company or any of its subsidiaries or their respective properties or assets, other than, in the case of clauses clause (ii) and (iiiiv), any such conflicts, breaches, violations, defaults, rights, losses or liens Liens that individually or in the aggregate could would not (x) reasonably be expected to have a material adverse effect with respect to on the Company or could not prevent, hinder (y) reasonably be expected to materially impair or materially delay the ability of the Company to consummate perform its obligations under this Agreement. Except as set forth in Section 3.1(d) of the Company Disclosure Schedule, no consent, approval, order or authorization of, action by or in respect of, or registration, declaration or filing with, any (i) Federal, state, local, municipal or foreign government, (ii) governmental, quasi-governmental authority (including any governmental agency, commission, branch, department or official, and any court or other tribunal) or body exercising, or entitled to exercise, any governmentally-derived administrative, executive, judicial, legislative, police, regulatory or taxing authority, or (iii) any self-regulatory organization, administrative or regulatory agency, commission or authority (each, a "Governmental Entity") is required by or with respect to the Company or any of its subsidiaries in connection with the execution and delivery of this Agreement by the Company or the consummation by the Company of the transactions contemplated hereby, except for (1) the filing of a pre-merger notification and report form by the Company under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (xxx "XXX Xxx"), xnd filing of a copy of the application to the Federal Reserve Board pursuant to Section 7A(c)(8) of the HSR Act; (2) the filings with the SEC of (A) a proxy statement relating to the Company Stockholders Meeting (such proxy statement, as amended or supplemented from time to time, the "Proxy Statement") and a registration statement on Form S-4 to be prepared and filed in connection with the issuance of Parent Common Stock in the Merger (the "Form S-4"), and (B) such reports under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), as may be required in connection with this Agreement and the transactions contemplated by this Agreement; (3) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware and such filings with Governmental Entities to satisfy the applicable requirements of the laws of states in which the Company and its subsidiaries are qualified or licensed to do business or state securities or "blue sky" laws; (4) the approval of the Board of Governors of the Federal Reserve System (the "Federal Reserve") under Section 4(j) of the Bank Holding Company Act; (5) the approval of the Office of Thrift Supervision under the Homeowners' Loan Act (the "OTS Approval"); (6) filings in respect of, and approvals and authorizations of, any Governmental Entity having jurisdiction over the consumer lending, banking, insurance or other financial services businesses; and (7) filings required as a result of the particular status of Parent or Merger Sub (collectively, the "Governmental Approvals").

Authority; Noncontravention. The Company has all the requisite corporate power and authority to enter into this Agreement and required in connection with the consummation of the Merger, to consummate the transactions contemplated by this Agreement. The execution and delivery of this Agreement by the Company and the consummation by the Company of the transactions contemplated hereby by this Agreement have been (or at Closing will have been) duly authorized by all necessary corporate action on the part of the Company. This Agreement has been duly executed and when delivered by the Company shall constitute and constitutes a valid and binding obligation of the Company, enforceable against the Company and the selling shareholders, as applicable, in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency or other similar laws affecting the enforcement of creditors’ rights generally or by general principles of equity. The execution and delivery of this Agreement do does not, and the consummation of the transactions contemplated by this Agreement and compliance with the provisions hereof of this Agreement will not, conflict with, or result in any breach or violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of or “put” right with respect to any obligation or to a loss of a material benefit under, or result in the creation of any lien upon any of the properties or assets of the Company under, (i) the Articles of Incorporation or Bylaws of the Company’s articles of incorporation or bylaws, if any, (ii) except as disclosed in Section 4.1(d) of the Disclosure Schedule, any loan or credit agreement, note, bondinstrument of debt, mortgage, indenturelien, lease or any other contract, agreement, instrument, permit, concession, franchise permit or license applicable to the Company, Company or its respective properties or assets, except for conflicts, violations, or defaults individually or in the aggregate which would not have a Material Adverse Effect, or (iii) subject to the governmental filings and other matters referred to in the following sentence, any judgment, order, decree, statute, law, ordinance, rule, rule or regulation or arbitration award applicable to the Company, Company or its properties or assets. No consent, approval, order, license, permit, waiver or authorization of, or registration, declaration or filing with or exemption, notice, certification or application by or to (collectively, "Consents") any federal, state or local government or any arbitrable panel or any court, administrative or regulatory agency or other than, in the case of clauses governmental authority (ii) and (iiia "Governmental Entity"), any such conflicts, breaches, violations, defaults, rights, losses is required by or liens that individually or in the aggregate could not have a material adverse effect with respect to the Company or could not prevent, hinder or materially delay in connection with the ability execution and delivery of this Agreement by the Company to consummate or the consummation by the Company of the transactions contemplated by this Agreement, except for (A) the required consents listed on Section 4.1(d) of the Disclosure Schedule, (B) the filing of the Agreement of Merger in accordance with the CGCL and similar documents with the relevant authorities of other states in which the Company is qualified to do business, and (C) such other Consents as to which the failure to obtain or make, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect.

Authority; Noncontravention. The Company has all the requisite corporate and other power and authority to enter into this Agreement and to consummate the transactions contemplated by this AgreementMerger. The execution and delivery of this Agreement by the Company and the consummation by the Company of the transactions contemplated hereby have been (or at Closing will have been) duly authorized by all necessary corporate action on the part of the Company. This Agreement has been duly executed and when delivered by the Company shall constitute and constitutes a valid and binding obligation of the Company, enforceable against the Company and the selling shareholders, as applicable, in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency or other similar laws affecting the enforcement of creditors’ rights generally or by general principles of equity. The execution and delivery of this Agreement do not, and the consummation of the transactions contemplated by this Agreement and compliance with the provisions hereof will not, conflict with, or result in any breach or violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of or “"put” " right with respect to any obligation or to a loss of a material benefit under, or result in the creation of any lien upon any of the properties or assets of the Company under, (i) the Articles of Incorporation or Bylaws of the Company’s articles of incorporation or bylaws, if any, (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise or license applicable to the Company, its properties or assets, or (iii) subject to the governmental filings and other matters referred to in the following sentence, any judgment, order, decree, statute, law, ordinance, rule, regulation or arbitration award applicable to the Company, its properties or assets. No consent, approval, order or authorization of, or registration, declaration or filing with, or notice to, any federal, state or local government or any court, administrative agency or commission or other thangovernmental authority, in the case of clauses agency, domestic or foreign (ii) and (iiia "Governmental Entity"), any such conflicts, breaches, violations, defaults, rights, losses is required by or liens that individually or in the aggregate could not have a material adverse effect with respect to the Company or could not prevent, hinder or materially delay in connection with the ability execution and delivery of this Agreement by the Company to consummate or the consummation by the Company of the transactions contemplated by hereby, except, with respect to this Agreement, for the filing of the Articles of Merger with the Secretary of State of Colorado.

Authority; Noncontravention. The Company has all requisite corporate power and authority to enter into execute, deliver and perform its obligations under this Agreement and and, subject to the Company Stockholder Approval (as defined in Section 3.01(l)), to consummate the transactions contemplated by this Agreement, including the Merger (collectively, the “Transactions”). The execution execution, delivery and delivery performance of this Agreement by the Company and the consummation by the Company of the transactions contemplated hereby Transactions have been (or at Closing will have been) duly authorized by all necessary corporate action on the part of the Company, subject to the Company Stockholder Approval. This Agreement has been duly executed and when delivered by the Company shall constitute and, assuming the due authorization, execution and delivery by Parent and Purchaser, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company and the selling shareholders, as applicable, in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency or other similar laws affecting the enforcement of creditors’ rights generally or by general principles of equity. The execution and delivery of this Agreement do does not, and the consummation of the transactions contemplated by this Agreement Transactions and compliance with the provisions hereof of this Agreement will not, conflict with, or result in any breach or violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of or “put” right with respect to any obligation or to a loss of a material benefit under, or result in the creation of any lien Lien upon any of the properties or assets of the Company or the Company Subsidiary under, (i) the Company’s articles certificate of incorporation or bylaws, if anyby-laws of the Company or the Company Subsidiary, (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreementcontract, instrument, permit, concession, franchise or license applicable to which the Company or the Company Subsidiary is a party or by which the Company, its the Company Subsidiary or the Company’s or the Company Subsidiary’s properties or assets, assets is bound or affected or (iii) subject to the governmental filings and other matters referred to in the following sentence, any judgment, order, decree, statute, law, ordinance, rule, rule or regulation or arbitration award applicable to the Company, its the Company Subsidiary or the Company’s or the Company Subsidiary’s properties or assets, other than, in the case of clauses (ii) and (iii), any such conflicts, breaches, violations, defaults, rights, losses or liens that Liens that, individually or in the aggregate could aggregate, would not (x) have a material adverse effect with respect to on the Company or could not prevent, hinder (y) reasonably be expected to materially impair or materially delay the ability of the Company to consummate perform its obligations under this Agreement. No consent, approval, order or authorization of, action by, or in respect of, or registration, declaration or filing with, any federal, state, local or foreign government, any court, administrative, regulatory or other governmental agency, commission or authority or any non-governmental U.S. or foreign self-regulatory agency, commission or authority or any arbitral tribunal (each, a “Governmental Entity”) is required by the transactions contemplated Company or the Company Subsidiary in connection with the execution and delivery of this Agreement by the Company or the consummation by the Company of the Transactions, except for: (1) the filing with the Securities and Exchange Commission (the “SEC”) of the Proxy Statement (as defined in Section 5.01) and such reports under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as may be required in connection with this Agreement and the Transactions; (2) the filing of the Certificate of Merger and the Surviving Corporation Certificate with the Secretary of State of the State of Delaware and appropriate documents with the relevant authorities of other states in which the Company or the Company Subsidiary is qualified to do business and such filings with Governmental Entities to satisfy the applicable requirements of state securities or “blue sky” laws; (3) if required, the filing of a pre-merger notification and report form under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”), and the expiration or termination of the waiting period thereunder and the filing of comparable pre-merger notifications in non-U.S. jurisdictions, if applicable, and the expiration of any waiting periods thereunder; and (4) such consents, approvals, orders or authorizations the failure of which to be made or obtained, individually or in the aggregate, would not (x) have a material adverse effect on the Company or (y) reasonably be expected to materially impair or delay the ability of the Company to perform its obligations under this Agreement.

Authority; Noncontravention. The Company has all requisite corporate power and authority to enter into this Agreement and and, subject, in the case of the Merger, to the Company Stockholder Approval (as defined in Section 3.1(l)) to consummate the transactions contemplated by this Agreement. The execution and delivery of this Agreement by the Company and the consummation by the Company of the transactions contemplated hereby by this Agreement have been (or at Closing will have been) duly authorized by all necessary corporate action on the part of the Company, subject, in the case of the Merger, to the Company Stockholder Approval. This Agreement has been duly executed and when delivered by the Company shall constitute a and, assuming the due authorization, execution and delivery by Parent, constitutes the legal, valid and binding obligation of the Company, enforceable against the Company and the selling shareholders, as applicable, in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency or other similar laws affecting the enforcement of creditors’ rights generally or by general principles of equity. The execution and delivery of this Agreement do not, and the consummation of the transactions contemplated by this Agreement and compliance with the provisions hereof of this Agreement will not, conflict with, or result in any breach or violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of or “put” right with respect to any obligation or to a loss of a material benefit under, or result in the creation of any lien Lien upon any of the properties or assets of the Company or any of its subsidiaries under, (i) the Company’s articles certificate of incorporation or bylaws, if anyby- laws of the Company, (ii) the certificate of incorporation or by-laws or the comparable organizational documents of any of its subsidiaries, (iii) any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise franchise, license or license similar authorization applicable to the Company, Company or any of its subsidiaries or their respective properties or assets, assets or (iiiiv) subject to the governmental filings and other matters referred to in the following sentence, any judgment, order, decree, statute, law, ordinance, rule, rule or regulation or arbitration award applicable to the Company, Company or any of its subsidiaries or their respective properties or assets, other than, in the case of clauses (ii), (iii) and (iiiiv), any such conflicts, breaches, violations, defaults, rights, losses or liens Liens that individually or in the aggregate could would not (x) have a material adverse effect with respect to on the Company or could not prevent, hinder (y) reasonably be expected to impair or materially delay the ability of the Company to consummate perform its obligations under this Agreement. To the knowledge of the Company, no consent, approval, order or authorization of, action by or in respect of, or registration, declaration or filing with, any federal, state, local or foreign government, any court, administrative, regulatory or other governmental agency, commission or authority or any non- governmental self-regulatory agency, commission or authority (a "Governmental Entity") is required by or with respect to the Company or any of its subsidiaries in connection with the execution and delivery of this Agreement by the Company or the consummation by the Company of the transactions contemplated by this Agreement, except for (1) the filing of a pre- merger notification and report form by the Company under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act"); (2) the filing with the SEC of (A) a proxy statement relating to the Company Stockholders Meeting (as defined in Section 5.1(b)) (such proxy statement, as amended or supplemented from time to time, the "Proxy Statement"), and (B) such reports under Section 13(a), 13(d), 15(d) or 16(a) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), as may be required in connection with this Agreement and the transactions contemplated by this Agreement; (3) the filing of the Certificate of Merger with the Secretary of State of Delaware and such filings with Governmental Entities to satisfy the applicable requirements of the laws of states in which the Company and its subsidiaries are qualified or licensed to do business or state securities or "blue sky" laws; (4) such filings with and consents and approvals of the Commissioners of Insurance or similar regulatory authorities having jurisdiction over the insurance business; (5) filings in respect of, and approvals and authorizations of, any Governmental Entity having jurisdiction over the consumer lending, banking, insurance or other financial services businesses; and (6) such consents, approvals, orders or authorizations the failure of which to be made or obtained individually or in the aggregate would not (x) have a material adverse effect on the Company or (y) reasonably be expected to materially impair or delay the ability of the Company to perform its obligations under this Agreement.

Authority; Noncontravention. The Company has all requisite corporate power and authority to enter into this Agreement and and, subject to the Company Shareholder Approval (as defined in Section 3.01(m)), to consummate the transactions contemplated by this Agreement. The execution and delivery of this Agreement by the Company and the consummation by the Company of the transactions contemplated hereby by this Agreement have been (or at Closing will have been) duly authorized by all necessary corporate action on the part of the Company, subject, in the case of the adoption of this Agreement, to the Company Shareholder Approval. This Agreement has been duly executed and when delivered by the Company shall and constitute a valid and binding obligation obligations of the Company, enforceable against the Company and the selling shareholders, as applicable, in accordance with its their terms, except as such enforcement may be limited by bankruptcy, insolvency or other similar laws affecting the enforcement of creditors’ rights generally or by general principles of equity. The execution and delivery of this Agreement do not, and the consummation of the transactions contemplated by this Agreement and compliance with the provisions hereof of this Agreement will not, conflict with, or result in any breach or violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation cancelation or acceleration of or “put” right with respect to any obligation or to a loss of a material benefit under, or result in the creation of any lien Lien upon any of the properties or assets of the Company or any of its subsidiaries under, (i) the Company’s articles Certificate of incorporation Incorporation or bylaws, if anyBy-laws of the Company or the comparable organizational documents of any of its subsidiaries, (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise or license applicable to the Company, Company or any of its subsidiaries or their respective properties or assets, assets or (iii) subject to the governmental filings and other matters referred to in the following sentence, any judgment, order, decree, statute, law, ordinance, rule, rule or regulation or arbitration award applicable to the Company, Company or any of its subsidiaries or their respective properties or assets, other than, in the case of clauses (ii) and (iii), any such conflicts, breaches, violations, defaults, rights, losses or liens Liens that individually or in the aggregate could would not (x) have a material adverse effect on the Company, (y) impair the ability of the Company to perform its obligations under this Agreement in any material respect or (z) prevent or materially delay the consummation of any of the transactions contemplated by this Agreement. No consent, approval, order or authorization of, or registration, declaration or filing with, any Federal, state or local government or any court, administrative or regulatory agency or commission or other governmental authority or agency, domestic or foreign (a "Governmental Entity"), is required by or with respect to the Company or could any of its subsidiaries in connection with the execution and delivery of this Agreement by the Company or the consummation by the Company of the transactions contemplated by this Agreement, except for (1) the filing of a premerger notification and report form by the Company under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act"); (2) the filing with the Securities and Exchange Commission (the "SEC") of (A) a proxy statement relating to the Company Shareholders Meeting (such proxy statement, (as defined in Section 5.01(c)), in each case as amended or supplemented from time to time, the "Proxy Statement/Prospectus"), and (B) such reports under Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), as may be required in connection with this Agreement and the transactions contemplated by this Agreement; (3) the filing of the Certificate of Merger with the Delaware Secretary of State and appropriate documents with the relevant authorities of other states in which the Company is qualified to do business; (4) such filings and consents as may be required under any environmental, health or safety law or regulation pertaining to any notification, disclosure or required approval necessitated by the Merger or the transactions contemplated by this Agreement; (5) such filings with and approvals of the NYSE to permit the shares of Company Common Stock that are to be issued pursuant to the terms of this Agreement to be listed on the NYSE and; (6) such consents, approvals, orders, authorizations, registrations, declarations and filings the failure to make or obtain which would not prevent, hinder reasonably be expected to have a material adverse effect on the Company or materially delay impair the ability of the Company to consummate the transactions contemplated by perform its obligations under this AgreementAgreement in any material respect.

Authority; Noncontravention. The Company Seller has all requisite power and authority to enter into this Agreement and to consummate the transactions contemplated by this Agreement. The execution and delivery of this Agreement by the Company Seller and the consummation by the Company Seller of the transactions contemplated hereby have been (or at Closing will have been) duly authorized by all necessary action on the part of the CompanySeller. This Agreement has been duly executed and when delivered by the Company Seller shall constitute a valid and binding obligation of the CompanySeller, enforceable against the Company Seller and the selling shareholders, as applicable, in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency or other similar laws affecting the enforcement of creditors’ ' rights generally or by general principles of equity. The execution and delivery of this Agreement do not, and the consummation of the transactions contemplated by this Agreement and compliance with the provisions hereof will not, conflict with, or result in any breach or violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of or “"put” " right with respect to any obligation or to a loss of a material benefit under, or result in the creation of any lien upon any of the properties or assets of the Company Seller under, (i) the Company’s Seller Seller's articles of incorporation or bylaws, if any, (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise or license applicable to the CompanySeller, its properties or assets, or (iii) subject to the governmental filings and other matters referred to in the following sentence, any judgment, order, decree, statute, law, ordinance, rule, regulation or arbitration award applicable to the CompanySeller, its properties or assets, other than, in the case of clauses (ii) and (iii), any such conflicts, breaches, violations, defaults, rights, losses or liens that individually or in the aggregate could not have a material adverse effect with respect to the Company Seller or could not prevent, hinder or materially delay the ability of the Company Seller to consummate the transactions contemplated by this Agreement.

Authority; Noncontravention. The Company has all requisite power and authority to enter into this Agreement and to consummate the transactions contemplated by this Agreement. The execution and delivery of this Agreement by the Company Auric and the consummation by the Company Auric of the transactions contemplated hereby have been (or at Closing will have been) duly authorized by all necessary corporate action on the part of Auric, subject to the CompanyAuric Stockholders' Approval of this Agreement and the Merger. This Agreement has been duly executed and when delivered by the Company shall constitute Auric and constitutes a valid and binding obligation of the CompanyAuric, enforceable against the Company and the selling shareholders, as applicable, Auric in accordance with its terms. Except as disclosed in Schedule 3.2, except as such enforcement may be limited by bankruptcy, insolvency or other similar laws affecting the enforcement of creditors’ rights generally or by general principles of equity. The execution and delivery of this Agreement do does not, and the consummation of the transactions contemplated by this Agreement hereby and compliance with the provisions hereof of this Agreement will not, conflict with, or result in any breach or violation of, or default (with or without notice or lapse of time, or both) under, (a) the Certificate of Incorporation or give rise to a right Bylaws of termination, cancellation or acceleration of or “put” right with respect to any obligation or to a loss of a material benefit under, or result in the creation of any lien upon any of the properties or assets of the Company underAuric, (i) the Company’s articles of incorporation or bylaws, if any, (iib) any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise or license applicable to the Company, its Auric or any subsidiary of Auric or their respective properties or assets, assets or (iiic) subject to the governmental filings and other matters referred to in the following sentenceSection 3.3, any judgment, order, decree, statute, law, ordinance, rule, regulation or arbitration award applicable to the Company, its Auric or any other subsidiary of Auric or their respective properties or assets, other than, in the case of clauses (iib) and (iiic), any such conflicts, breaches, violations, defaults, rights, losses or liens that individually or in the aggregate could would not have a material adverse effect with respect to the Company Auric or could would not prevent, hinder or materially delay the ability of the Company Auric to consummate the transactions contemplated by this Agreement.

Authority; Noncontravention. The Company has and ELCR have all requisite power and authority to enter into this Agreement and to consummate the transactions contemplated by this Agreement. The execution and delivery of this Agreement by the Company and ELCR and the consummation by the Company and ELCR of the transactions contemplated hereby have been (or at Closing will have been) duly authorized by all necessary action on the part of the CompanyCompany and ELCR. This Agreement has been duly executed and when delivered by the Company and ELCR shall constitute a valid and binding obligation of the CompanyCompany and ELCR, enforceable against the Company and the selling shareholdersELCR, as applicable, in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency or other similar laws affecting the enforcement of creditors’ rights generally or by general principles of equity. The execution and delivery of this Agreement do not, and the consummation of the transactions contemplated by this Agreement and compliance with the provisions hereof will not, conflict with, or result in any breach or violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of or “put” right with respect to any obligation or to a loss of a material benefit under, or result in the creation of any lien upon any of the properties or assets of the Company or ELCR under, (i) the Company’s articles of incorporation or bylawsbylaws of the Company and ELCR, if any, (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise or license applicable to the CompanyCompany or ELCR, its properties or assets, or (iii) subject to the governmental filings and other matters referred to in the following sentence, any judgment, order, decree, statute, law, ordinance, rule, regulation or arbitration award applicable to the CompanyCompany or ELCR, its properties or assets, other than, in the case of clauses (ii) and (iii), any such conflicts, breaches, violations, defaults, rights, losses or liens that individually or in the aggregate could not have a material adverse effect with respect to the Company or ELCR or could not prevent, hinder or materially delay the ability of the Company or ELCR to consummate the transactions contemplated by this Agreement.

Authority; Noncontravention. The Company has all the requisite corporate power and authority to enter into this Agreement and and, subject to, if required by law, approval of the Merger by an affirmative vote of the holders of a majority of the Shares (the "Company Stockholder Approval"), to consummate the transactions contemplated by this Agreement. The execution and delivery of this Agreement by the Company and the consummation by the Company of the transactions contemplated hereby by this Agreement have been (or at Closing will have been) duly authorized by all necessary corporate action on the part of the Company, subject, in the case of this Agreement, to the Company Stockholder Approval if such approval is required by law. This Agreement has been duly executed and when delivered by the Company shall constitute and constitutes a valid and binding obligation of the Company, enforceable against the Company and the selling shareholders, as applicable, in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency or other similar laws affecting the enforcement of creditors’ rights generally or by general principles of equity. The execution and delivery of this Agreement do not, and the consummation of the transactions contemplated by this Agreement and compliance with the provisions hereof of this Agreement will not, conflict with, or result in any breach or violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation cancelation or acceleration of or “put” right with respect to any obligation 17 13 or to a loss of a material benefit under, or result in the creation of any lien Liens in or upon any of the properties or assets of the Company under, or any of its subsidiaries under any provision of (i) the Company’s articles Amended and Restated Certificate of incorporation Incorporation or bylaws, if anyBy laws of the Company or the comparable organizational documents of any of its subsidiaries, (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise or license applicable to the Company, Company or any of its subsidiaries or any of their respective properties or assets, assets or (iii) subject to the governmental filings and other matters referred to in the following sentence, any judgment, order, decree, (A) statute, law, ordinance, rule, rule or regulation or arbitration award (B) judgment, order or decree applicable to the Company, Company or any of its subsidiaries or any of their respective properties or assets, other than, in the case of clauses (ii) and (iii), any such conflicts, breaches, violations, defaults, rights, losses rights or liens Liens that individually or in the aggregate could would not (x) have a material adverse effect on the Company, (y) impair in any material respect the ability of the Company to perform its obligations under this Agreement or (z) prevent or materially delay the consummation of any of the transactions contemplated by this Agreement. No consent, approval, order or authorization of, or registration, declaration or filing with, any Federal, state or local government or any court, administrative agency or commission or other governmental authority or agency, domestic or foreign (a "Governmental Entity"), is required by or with respect to the Company or could not preventany of its subsidiaries in connection with the execution and delivery of this Agreement by the Company or the consummation by the Company of the Merger or the transactions contemplated by this Agreement, hinder except for (1) the filing of a premerger notification and report form by the Company under the Hart-Xxxxx-Xxxxxx Xxxitrust Improvements Act of 1976, as amended (the "HSR Act") and filings under similar laws of certain foreign jurisdictions as may be required ("Foreign Filings"), (2) the filing with the SEC and the Nasdaq Stock Market, Inc. of (A) the Schedule 14D-9, (B) a proxy statement relating to the Company Stockholder Approval, if such approval is required by law (as amended or supplemented from time to time, the "Proxy Statement") and (C) such reports under Section 13(a) of the Exchange Act as may be required in connection with this Agreement and the transactions contemplated by this Agreement, (3) the filing of the Certificate of Merger with the Delaware Secretary of State and appropriate documents with the relevant authorities of other states in which the Company is qualified to do business and (4) such other consents, approvals, orders, authorizations, registrations, declarations and filings the failure of which to be obtained 18 14 or made would not, individually or in the aggregate, have a material adverse effect on the Company or prevent or materially delay the ability consummation of the Company to consummate any of the transactions contemplated by this Agreement.

Authority; Noncontravention. The Company has all requisite power and authority to enter into this Agreement and to consummate the transactions contemplated by this Agreement. The execution and delivery of this Agreement by the Company and the consummation by the Company of the transactions contemplated hereby have been (or at Closing will have been) duly authorized by all necessary action on the part of the Company. This Agreement has been duly executed and when delivered by the Company shall constitute a valid and binding obligation of the Company, enforceable against the Company and the selling shareholders, as applicableCompany, in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency or other similar laws affecting the enforcement of creditors’ ' rights generally or by general principles of equity. The execution and delivery of this Agreement do not, and the consummation of the transactions contemplated by this Agreement and compliance with the provisions hereof will not, conflict with, or result in any breach or violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of or “"put” " right with respect to any obligation or to a loss of a material benefit under, or result in the creation of any lien upon any of the properties or assets of the Company under, (i) the Company’s 's articles of incorporation or bylaws, if any, (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise or license applicable to the Company, its properties or assets, or (iii) subject to the governmental filings and other matters referred to in the following sentence, any judgment, order, decree, statute, law, ordinance, rule, regulation or arbitration award applicable to the Company, its properties or assets, other than, in the case of clauses (ii) and (iii), any such conflicts, breaches, violations, defaults, rights, losses or liens that individually or in the aggregate could not have a material adverse effect with respect to the Company or could not prevent, hinder or materially delay the ability of the Company to consummate the transactions contemplated by this Agreement.

Authority; Noncontravention. The Company has all requisite corporate power and authority to enter into this Agreement and and, subject, in the case of the Merger, to the Company Shareholder Approval (as defined in Section 3.1(r)) to consummate the transactions contemplated by this Agreementhereby and thereby. The execution and delivery of this Agreement by the Company and the consummation by the Company of the transactions contemplated hereby have been (or at Closing will have been) duly authorized by all necessary corporate action on the part of the Company, subject, in the case of the Merger, to the Company Shareholder Approval. This Agreement has been duly executed and when delivered by the Company shall constitute a and, assuming the due authorization, execution and delivery by Parent and Merger Sub, constitutes the legal, valid and binding obligation of the Company, enforceable against the Company and the selling shareholders, as applicable, in accordance with its terms, except as that (i) such enforcement enforceability may be limited by subject to applicable bankruptcy, insolvency or other similar laws now or hereafter in effect affecting the enforcement of creditors’ ' rights generally and (ii) the availability of the remedy of specific performance or by general principles injunction or other forms of equityequitable relief may be subject to equitable defenses and would be subject to the discretion of the court before which any proceeding therefor may be brought. The Except as set forth in Section 3.1(d) of the Company Disclosure Schedule, the execution and delivery of this Agreement do does not, and the consummation of the transactions contemplated by this Agreement hereby (including the Bank Combination (as defined in Section 5.3)) and compliance with the provisions hereof of this Agreement will not, conflict with, or result in any breach violation, forfeiture or violation termination of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of forfeiture, termination, cancellation or acceleration (with or without notice or lapse of time, or “put” right with respect to both) of any obligation or to a loss of a material benefit or, in the case of clause (iii) below, any obligation or loss of a benefit, or payment of any termination or similar fee, under, or result in the creation of any lien Lien upon any of the properties or assets of the Company or any of its Subsidiaries under, (i) the Company’s articles certificate of incorporation or bylaws, if anyby-laws of the Company, (ii) the certificate of incorporation or by-laws or the comparable organizational documents of any of its Subsidiaries, (iii) any loan or credit agreement, note, bond, mortgage, indenture, lease lease, vendor agreement, software agreement or other agreement, instrument, Intellectual Property (as defined in Section 3.1(n)) right, permit, concession, franchise franchise, license or license similar authorization applicable to the Company, Company or any of its Subsidiaries or their respective properties or assetsassets that is material to the operations of the Company and its Subsidiaries, taken as a whole, or (iiiiv) subject to the governmental filings and other matters referred to in the following sentence, any judgment, order, decree, statute, law, ordinance, rule, rule or regulation or arbitration award applicable to the Company, Company or any of its Subsidiaries or their respective properties or assets, other than, in the case of clauses clause (ii) and ), (iii)) or (iv) only, any such conflicts, breaches, violations, defaults, rights, losses or liens Liens that would not, individually or in the aggregate could not have (x) reasonably be expected to result in a material adverse effect with respect to Material Adverse Effect on the Company or could not prevent, hinder (y) reasonably be expected to materially impair or materially delay the ability of the Company to consummate perform its obligations under this Agreement. Except as set forth in Section 3.1(d) of the Company Disclosure Schedule, no consent, approval, order or authorization of, action by or in respect of, or registration, declaration or filing with, any (i) Federal, state, local, municipal or foreign government, (ii) governmental, quasi-governmental authority (including any governmental agency, commission, branch, department or official, and any court or other tribunal) or body exercising, or entitled to exercise, any governmentally-derived administrative, executive, judicial, legislative, police, regulatory or taxing authority, or (iii) any self-regulatory organization, administrative or regulatory agency, commission or authority (each, a "Governmental Entity") is required by or with respect to the Company or any of its Subsidiaries in connection with the execution and delivery of this Agreement by the Company or the consummation by the Company of the transactions contemplated hereby, except for (1) the filings with the SEC of (A) a proxy statement relating to the Company Shareholders Meeting (such proxy statement, as amended or supplemented from time to time, the "Proxy Statement"), and the clearance thereof by the SEC, and a registration statement on Form S-4 to be prepared and filed in connection with the issuance of Parent Common Stock in the Merger (the "Form S-4"), and the declaration of effectiveness thereof by the SEC, and (B) such reports under the Exchange Act as may be required in connection with this Agreement and the transactions contemplated by this Agreement; (2) the filing of the Certificate of Merger with the Secretary of State of the State of New Jersey and the Secretary of State of the State of Delaware and such filings with Governmental Entities to satisfy the applicable requirements of the laws of states in which the Company and its Subsidiaries are qualified or licensed to do business or state securities or "blue sky" laws; (3) the approval of the Board of Governors of the Federal Reserve System (the "Federal Reserve") under the Bank Holding Company Act of 1956, as amended (the "BHC Act"); (4) the approval of the New Jersey Department of Banking and Insurance (the "New Jersey Banking Department"); (5) the approval of the Office of the Comptroller of the Currency (the "OCC"); and (6) filings required as a result of the particular status of Parent or Merger Sub. No shareholder of the Company will have any appraisal or dissenters' or similar rights in connection with the Merger.

Authority; Noncontravention. The Company has all the requisite corporate and other power and authority to enter into this Agreement and and, subject to the Company Stockholder Approval, to consummate the transactions contemplated by this Agreementhereby. The execution and delivery of this Agreement by the Company and the consummation by the Company of the transactions contemplated hereby have been (or at Closing will have been) duly authorized by all necessary corporate action on the part of the Company, subject to the Company Stockholder Approval. This Agreement has been duly executed and when delivered by the Company shall constitute and constitutes a valid and binding obligation of the Company, enforceable against the Company and the selling shareholders, as applicable, in accordance with its terms, except as such enforcement may be limited by (1) any bankruptcy, insolvency insolvency, reorganization, moratorium or other similar laws affecting now or hereafter in effect relating to creditors' rights, (2) general equity principles, (3) the enforcement law of creditors’ rights generally or by general principles fraudulent conveyance, (4) public policy, (5) applicable law relating to fiduciary duties and (6) judicial imposition of equityany implied covenant of good faith and fair dealing. The Except as disclosed in Section 3.4 of the Disclosure Schedule, the execution and delivery of this Agreement do does not, and the consummation of the transactions contemplated by this Agreement and compliance with the provisions hereof will not, conflict with, or result in any breach or violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of or “"put” " right with respect to any obligation or to a loss of a material benefit under, or result in the creation of any lien Lien upon any of the properties or assets of the Company or any of its subsidiaries under, (i) the Company’s articles Certificate of incorporation Incorporation, as amended, or bylawsBy-laws, if anyas amended, of the Company or the comparable organizational documents of any of its subsidiaries, (ii) any loan or credit agreement, note, note purchase agreement, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise or license applicable to the Company, Company or any of its subsidiaries or their respective properties or assets, assets or (iii) subject to the governmental filings and other matters referred to in the following sentence, any judgment, order, decree, statute, law, ordinance, rule, regulation or arbitration award applicable to the Company, Company or any of its subsidiaries or their respective properties or assets, other than, in the case of clauses (i), (ii) and (iii), any such conflicts, breaches, violations, defaults, rights, losses or liens Liens that individually or in the aggregate could would not have a material adverse effect Material Adverse Effect with respect to the Company or could would not prevent, hinder or materially delay the ability of the Company to consummate the transactions contemplated by this Agreement if not cured or waived by the Closing Date. No consent, approval, order or authorization of, or registration, declaration or filing with, or notice to, any Federal, state or local government or any court, administrative agency or commission or other governmental authority or agency, domestic or foreign (a "Governmental Entity"), is required by or with respect to the Company or any of its subsidiaries in connection with the execution and delivery of this Agreement by the Company or the consummation by the Company of the transactions contemplated hereby, except for (i) the filing of a pre-merger notification and report form by the Company under the Hart-Xxxxx-Xxxxxx Xxxitrust Improvements Act of 1976, as amended (the "HSR Act"), (ii) the filing with the SEC of (x) a proxy statement relating to the Company Stockholder Approval (such proxy statement as amended or supplemented from time to time, the "Proxy Statement"), (y) the registration statement on Form S-4 to be filed with the SEC by the Company in connection with the retention of Company Common Stock of the Company in the Merger pursuant to Article II (the "Form S-4") and (z) such reports under the Exchange Act as may be required in connection with this Agreement and the transactions contemplated by this Agreement., (iii) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware and appropriate documents with the relevant authorities of other states in which the Company is qualified to do business and (iv) such other consents, approvals, orders, authorizations, registrations, declarations, filings or notices as are set forth in Schedule 3.4 of the Disclosure Schedule. 3.5 SEC Documents; Undisclosed Liabilities. The Company has filed all required reports, schedules, forms, statements and other documents with the SEC since December 16, 1992 (collectively, and in each case including all exhibits and schedules thereto and documents incorporated by references therein, and as amended, the "SEC Documents"). As of their respective dates, the SEC Documents complied in all material respects with the requirements of the Securities Act, or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such SEC Documents, and none of the SEC Documents (including any and all financial statements included therein) as of such dates contained any 8 15 untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The consolidated financial statements of the Company included in all SEC Documents filed since January 1, 1996 (the "SEC Financial Statements") comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles (except, in the case of unaudited consolidated quarterly statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved, except as may be indicated in the notes thereto) and fairly present the consolidated financial position of the Company and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited quarterly statements, to normal year-end audit adjustments). Except as set forth in the SEC Documents and except as disclosed in Section 3.5 of the Disclosure Schedule, at the date of the most recent audited financial statements of the Company included in the SEC Documents, neither the Company nor any of its subsidiaries had, and since such date neither the Company nor any of such subsidiaries has incurred, any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) which, individually or in the aggregate, would be required to be disclosed in a balance sheet prepared in accordance with generally accepted accounted principles and would reasonably be expected to have a Material Adverse Effect with respect to the Company except liabilities incurred in the ordinary and usual course of business and consistent with past practice and liabilities incurred in connection with the transactions contemplated by this Agreement. 3.6

Authority; Noncontravention. The Company has all the requisite corporate and other power and authority to enter into this Agreement and to consummate the transactions contemplated by this AgreementMerger. The execution and delivery of this Agreement by the Company and the consummation by the Company of the transactions contemplated hereby have been (or at Closing will have been) duly authorized by all necessary corporate action on the part of the Company. This Agreement has been duly executed and when delivered by the Company shall constitute and constitutes a valid and binding obligation of the Company, enforceable against the Company and the selling shareholders, as applicable, in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency or other similar laws affecting the enforcement of creditors’ rights generally or by general principles of equity. The execution and delivery of this Agreement do not, and the consummation of the transactions contemplated by this Agreement and compliance with the provisions hereof will not, conflict with, or result in any breach or violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of or “"put” " right with respect to any obligation or to a loss of a material benefit under, or result in the creation of any lien upon any of the properties or assets of the Company under, (i) the Memorandum of Association or Articles of Association of the Company’s articles of incorporation or bylaws, if any, (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise or license applicable to the Company, its properties or assets, or (iii) subject to the governmental filings and other matters referred to in the following sentence, any judgment, order, decree, statute, law, ordinance, rule, regulation or arbitration award applicable to the Company, its properties or assets, other than, in the case of clauses (ii) and (iii), any such conflicts, breaches, violations, defaults, rights, losses or liens that individually or in the aggregate could not have a material adverse effect with respect to the Company or could not prevent, hinder or materially delay the ability of Company to consummate the transactions contemplated by this Agreement. No consent, approval, order or authorization of, or registration, declaration or filing with, or notice to, any federal, state or local government or any court, administrative agency or commission or other governmental authority, agency, domestic or foreign (a "Governmental Entity"), is required by or with respect to the Company in connection with the execution and delivery of this Agreement by the Company or the consummation by the Company of the transactions contemplated hereby, except, with respect to this Agreement, for the filing of the Articles of Merger with the Department of Commerce of the State of Utah and the Registry of Corporate Affairs of the British Virgin Islands. 3.1.5 Absence of Certain Changes or Events. Since December 31, 2003, the Company has conducted its business only in the ordinary course consistent with past practice, and there is not and has not been: (i) any material adverse change with respect to the Company; (ii) any condition, event or occurrence which individually or in the aggregate could reasonably be expected to have a material adverse effect or give rise to a material adverse change with respect to the Company; (iii) any event which, if it had taken place following the execution of this Agreement, would not have been permitted by Section 4.1 without prior consent of Parent; or (iv) any condition, event or occurrence which could reasonably be expected to prevent, hinder or materially delay the ability of the Company to consummate the transactions contemplated by this Agreement.. 3.1.6

Authority; Noncontravention. The Company has all requisite corporate power and authority to enter into this Agreement and Agreement, and, subject to the Stockholder Approval, to consummate the transactions contemplated by this Agreement. The execution and delivery of this Agreement by the Company and the consummation by the Company of the transactions contemplated hereby have been (or at Closing will have been) duly authorized by all necessary corporate action on the part of the Company, subject, in the case of the Merger, to the Stockholder Approval. This Agreement has been duly executed and when delivered by the Company shall constitute a Company, and, assuming the due authorization, execution and delivery by Parent and Merger Sub, constitutes the legal, valid and binding obligation of the Company, enforceable against the Company and the selling shareholders, as applicable, in accordance with its terms, except as such the enforcement thereof may be limited by applicable bankruptcy, insolvency insolvency, reorganization, moratorium or other similar laws generally affecting the enforcement rights of creditors’ rights generally or by creditors and subject to general principles of equityequity principles. The execution and delivery of this Agreement do does not, and the consummation of the transactions contemplated by this Agreement and compliance with the provisions hereof of this Agreement will not, (i) conflict withwith the certificate of incorporation or by-laws (or comparable organizational documents) of any of the Company Entities, or (ii) result in any breach or breach, violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or creation or acceleration of or “put” right with respect to any obligation or to right of a third party or loss of a material benefit under, or result in the creation of any lien Lien upon any of the properties or assets of any of the Company Entities under, (i) the Company’s articles of incorporation or bylaws, if any, (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise franchise, license or license other authorization applicable to any of the Company, its Company Entities or their respective properties or assets, assets or (iii) subject to the governmental filings and other matters referred to in the following sentence, conflict with or violate any judgment, order, decree, statute, law, ordinance, rule, regulation decree or arbitration award Law applicable to any of the Company, its Company Entities or their respective properties or assets, other than, in the case of clauses (ii) and (iii), any such conflicts, breaches, violations, defaults, rights, losses or liens that Liens that, individually or in the aggregate could aggregate, would not reasonably be expected to have or result in a material adverse effect on the Company and that would not prevent or materially delay consummation of the transactions contemplated by this Agreement. No consent, approval, order or authorization of, action by or in respect of, or registration, declaration or filing with, any federal, state or local or foreign government, any court, administrative, regulatory or other governmental agency, commission or authority or any non-governmental United States or foreign self-regulatory agency, commission or authority or any arbitral tribunal (each, a “Governmental Entity”) or any third party is required by the Company in connection with respect to the execution and delivery of this Agreement by the Company or could the consummation by the Company of the transactions contemplated hereby, except for: (i) the filing with the Securities and Exchange Commission (the “SEC”) of (A) a proxy statement relating to the Stockholders Meeting (such proxy statement, as amended or supplemented from time to time, the “Proxy Statement”) and (B) such reports under Section 13(a), 13(d), 15(d) or 16(a) or such other applicable sections of the Exchange Act, as may be required in connection with this Agreement and the transactions contemplated hereby, including but not preventlimited to a filing on Form 8-K announcing the transactions contemplated by this Agreement; (ii) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware; (iii) the consents, hinder approvals, orders or authorizations set forth on Section 3.1(d) of the Company Disclosure Letter; and (iv) such consents, approvals, orders or authorizations the failure of which to be made or obtained, individually or in the aggregate, would not reasonably be expected to have or result in a material adverse effect on the Company and would not prevent or materially delay the ability consummation of the Company to consummate the transactions contemplated by this Agreement.

Authority; Noncontravention. The Company has all the requisite corporate power and authority to enter into this Agreement and and, subject to the approval of the issuance of the Shares by the holders of Company Common Stock ("Shareholder Approval"), to consummate the transactions contemplated by this Agreement. The execution and delivery of this Agreement by the Company and the consummation by the Company of the transactions contemplated hereby by this Agreement have been (or at Closing will have been) duly authorized by all necessary corporate action on the part of the Company, subject to Shareholder Approval. This Agreement has been duly executed and when delivered by the Company shall constitute and constitutes a valid and binding obligation of the Company, enforceable against the Company and the selling shareholders, as applicable, in accordance with its terms, except subject to general principles of equity and as such enforcement may be limited by bankruptcy, insolvency insolvency, moratorium or other similar laws affecting the enforcement of creditors’ ' rights generally or by general principles of equitygenerally. The execution and delivery of this Agreement by the Company do not, and the consummation of the transactions contemplated by this Agreement and compliance with the provisions hereof of this Agreement will not, conflict with, or result in any breach or violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of or “put” right with respect to any obligation or to a loss of a material benefit under, or result in the creation of any lien Lien upon any of the properties or assets of the Company under, or any of its Subsidiaries under (i) the Articles of Incorporation or By-laws of the Company or the comparable organizational documents of any of the Company’s articles of incorporation or bylaws, if any's Subsidiaries, (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise or license applicable to the Company, its Company or any of the Material Company Subsidiaries or their respective properties or assets, assets or (iii) subject to the governmental filings and other matters referred to in the following sentence, any judgment, order, decree, statute, law, ordinance, rule, rule or regulation or arbitration award applicable to the Company, its Company or any of the Material Company Subsidiaries or their respective properties or assetsassets of which the Company is aware, other than, in the case of clauses (ii) and (iii), any such conflicts, breaches, violations, defaults, rightsrights or Liens, losses or liens that individually or in the aggregate could aggregate, would not (x) have a Material Adverse Effect, (y) prevent the Company from performing its obligations under this Agreement in any material adverse effect respect or (z) prevent or delay in any material respect the consummation of the transactions contemplated by this Agreement. No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity, is required by or with respect to the Company or could not prevent, hinder or materially delay the ability any of the Material Company to consummate Subsidiaries in connection with the execution and delivery of this Agreement by the Company or the consummation by the Company of the transactions contemplated by this Agreement, except (i) the filing of a notification and report form by Hill as the ultimate parent entity of the Company under the HSR Act, (ii) the filing with the SEC of a proxy statement relating to the meeting of the Company's shareholders to be held in connection with the transactions contemplated by this Agreement (together with any amendments or supplements thereto, the "Proxy Statement") and such reports under Section 13(a) of the Exchange Act as may be required in connection with this Agreement and the transactions contemplated by this Agreement and (iii) such other consents, approvals, orders, authorizations, registrations, declarations and filings which, if not obtained or made, would not prevent or delay in any material respect the consummation of the transactions contemplated by this Agreement or otherwise prevent the Company from performing its obligations under this Agreement in any material respect or have, individually or in the aggregate, a Material Adverse Effect.

Authority; Noncontravention. The Company Each of UDS and Canco has all the requisite corporate or other power and authority to enter into this each Arrangement Agreement to which it is a party and to consummate the transactions contemplated by this Agreementthereby. The execution and delivery of this Agreement each of the Arrangement Agreements by the Company UDS and Canco, as applicable, and the consummation by the Company them of the transactions contemplated hereby thereby have been (or at Closing will have been) duly authorized by all necessary corporate or other action on the part of the CompanyUDS and Canco. This Agreement has The Arrangement Agreements have been duly executed and when delivered by the Company shall constitute a valid each of UDS and binding obligation of the Company, enforceable against the Company and the selling shareholdersCanco, as applicable, and constitute legal, valid and binding obligations of them, enforceable against them in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency or other similar laws affecting the enforcement of creditors’ rights generally or by general principles of equityterms thereof. The execution and delivery of this Agreement the Arrangement Agreements do not, and the consummation of the transactions contemplated by this Agreement thereby and compliance with the provisions hereof thereof will not, result in the creation of any Lien upon any of the properties or assets of any UDS Company, except such Liens as could not, individually or in the aggregate, reasonably be expected to have a UDS Material Adverse Effect, or conflict with, or result in any breach or violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of or “put” right with respect to any obligation or to a loss of a material benefit under, or result in the creation of any lien upon any of the properties or assets of the Company under, (i) the Company’s articles certificate of incorporation or bylaws, if anybylaws (or the comparable organizational documents) of any UDS Company, (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise or license applicable to the Company, or its properties or assets, or (iii) subject to the governmental filings and other matters referred to in the following sentence, any judgment, order, decree, statute, law, ordinance, rule, regulation Order or arbitration award Law applicable to the Company, any UDS Company or its properties or assets, other than, in the case of clauses (ii) and (iii), any such conflicts, breaches, violations, defaults, rights, losses or liens that Liens that, individually or in the aggregate aggregate, could not reasonably be expected to have a material adverse effect UDS Material Adverse Effect. No consent, approval, Order or authorization of, or registration, declaration or filing with, any Governmental Entity is required by or with respect to any UDS Company in connection with the Company or could not prevent, hinder or materially delay the ability execution and delivery of the Company to consummate Arrangement Agreements by UDS or Canco or the consummation by UDS or Canco of the transactions contemplated by this Agreementthereby, except (A) pursuant to applicable premerger notification and waiting period requirements under the HSR Act; (B) pursuant to applicable requirements under the Exchange Act as may be required in connection with the Arrangement Agreements and the transactions contemplated thereby; (C) the filing of appropriate documents with the relevant Governmental Entities of other states in which UDS or Canco is qualified to do business and such filings with Governmental Entities to satisfy the applicable requirements of state securities or "blue sky" Laws; (D) filings with and approvals of the New York Stock Exchange ("NYSE") and Montreal Exchange ("ME") to permit the UDS Shares that are to be issued in the Arrangement or under the Topna Stock Plans to be listed on the NYSE and ME; (E) required notices, filings, consents and approvals under the Investment Canada Act and under the Competition Act (Canada); and (F) such consents, approvals, Orders or authorizations the failure of which to be made or obtained could not, individually or in the aggregate, reasonably be expected to have a UDS Material Adverse Effect.

Authority; Noncontravention. The Company has all the requisite corporate power and authority to enter into this Agreement and and, subject to the Company Shareholder Approval with respect to the consummation of the Merger, to consummate the transactions contemplated by this Agreementhereby and to perform its obligations hereunder. The execution and delivery of this Agreement by the Company and the consummation by the Company of the transactions contemplated hereby have been (or at Closing will have been) duly and validly authorized by all necessary corporate action on the part of the CompanyCompany and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or consummate the contemplated transactions, subject, in the case of the Merger, to the Company Shareholder Approval. This Agreement has been duly executed and when delivered by the Company shall constitute and constitutes a valid and binding obligation of the Company, enforceable against the Company and the selling shareholders, as applicable, in accordance with its terms. Except as disclosed in Section 3.1(d) of the Company Disclosure Schedule, except as such enforcement may be limited by bankruptcy, insolvency or other similar laws affecting the enforcement of creditors’ rights generally or by general principles of equity. The execution and delivery of this Agreement do does not, and the consummation of the transactions contemplated by this Agreement hereby and compliance with the provisions hereof will not, conflict with, or result in any breach or violation of, of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of or “"put” " right with respect to any obligation or to a loss of a material benefit under, or result in the creation of any lien Lien upon any of the properties or assets of the Company under, (i) the Company’s articles of incorporation Articles or bylaws, if anyas they may be amended and restated (the "Bylaws"), of the Company, (ii) any loan Contract or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise or license Permit applicable to the Company, Company or its properties or assets, assets or (iii) subject to the governmental filings and other matters referred to in the following sentence, any judgmentOrder, orderLaws, decree, statute, law, ordinance, rule, regulation or arbitration award applicable to the Company, Company or its properties or assets, ; other than, in the case of clauses (ii) and (iii), any such conflicts, breaches, violations, defaults, rights, losses or liens Liens that individually or in the aggregate could not have a material adverse effect Material Adverse Effect with respect to the Company or could not prevent, hinder or materially delay the ability of the Company to consummate the transactions contemplated by this Agreement. No consent, approval, Order or authorization of, or registration, declaration or filing with, or notice to, any Governmental Entity, is required by or with respect to the Company in connection with the execution and delivery of this Agreement by the Company or the consummation by the Company of the transactions contemplated hereby, except for (i) the filing of a premerger notification and report form by the Company under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act"), (ii) the filing with the United States Securities and Exchange Commission (the "SEC") of (y) a proxy statement relating to the Company Shareholder Approval (such proxy statement as amended or supplemented from time to time, the "Proxy Statement"), and (z) such reports under the Securities Exchange Act of 1934 (the "Exchange Act") as may be required in connection with this Agreement and the transactions contemplated by this Agreement, (iii) the filing of the Certificate of Merger with the Secretary of State of the State of Minnesota, and appropriate documents with the relevant authorities of other states in which the Company is qualified to do business and (iv) such other consents, approvals, Orders, authorizations, registrations, declarations, filings or notices as are set forth in Section 3.1(d) of the Company Disclosure Schedule. The Board of Directors (at a meeting duly called and held at which a quorum was present), based upon the unanimous recommendation of a committee (the "Special Committee") comprised solely of all of the Company's disinterested directors (as such term is defined in Section 302A.673 of the MBCA), has unanimously determined that the Merger is advisable and in the best interests of the Company and has unanimously resolved to recommend approval of the Merger and adoption of this Agreement by the holders of the Company Common Stock.

Authority; Noncontravention. The Company has and 777 have all requisite power and authority to enter into this Agreement and to consummate the transactions contemplated by this Agreement. The execution and delivery of this Agreement by the Company and 777 and the consummation by the Company and 777 of the transactions contemplated hereby have been (or at Closing will have been) duly authorized by all necessary action on the part of the CompanyCompany and 777. This Agreement has been duly executed and when delivered by the Company and 777 shall constitute a valid and binding obligation of the CompanyCompany and 777, enforceable against the Company and the selling shareholders777, as applicable, in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency or other similar laws affecting the enforcement of creditors’ rights generally or by general principles of equity. The execution and delivery of this Agreement do not, and the consummation of the transactions contemplated by this Agreement and compliance with the provisions hereof will not, conflict with, or result in any breach or violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of or “put” right with respect to any obligation or to a loss of a material benefit under, or result in the creation of any lien upon any of the properties or assets of the Company or 777 under, (i) the Company’s articles of incorporation or bylawsbylaws of the Company and 777, if any, (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise or license applicable to the CompanyCompany or 777, its properties or assets, or (iii) subject to the governmental filings and other matters referred to in the following sentence, any judgment, order, decree, statute, law, ordinance, rule, regulation or arbitration award applicable to the CompanyCompany or 777, its properties or assets, other than, in the case of clauses (ii) and (iii), any such conflicts, breaches, violations, defaults, rights, losses or liens that individually or in the aggregate could not have a material adverse effect with respect to the Company or 777 or could not prevent, hinder or materially delay the ability of the Company or 777 to consummate the transactions contemplated by this Agreement.

Authority; Noncontravention. The Company has all the requisite corporate power and authority to enter into this Agreement and to consummate the transactions contemplated by this Agreementhereby. The execution and delivery of this Agreement by the Company and the consummation by the Company of the transactions contemplated hereby have been (or at Closing will have been) duly authorized by all necessary corporate action on the part of the Company. This Agreement has been duly executed and when delivered by the Company shall constitute and (assuming due authorization, execution and delivery by Parent and Merger Sub) constitutes a legal, valid and binding obligation of the Company, enforceable against the Company and the selling shareholders, as applicable, in accordance with its terms, except as such enforcement may be limited by subject to the effects of bankruptcy, insolvency or insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws affecting the enforcement of creditors’ rights generally and general equitable principles (whether considered in a proceeding in equity or by general principles of equityat law). The execution and delivery of this Agreement do does not, and the consummation by the Company of the transactions contemplated by this Agreement and compliance by the Company with the provisions hereof will not, conflict with, or result in any breach or violation of, or any default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of of, or a “put” right with respect to any obligation under, or to a loss of a material benefit under, or result in the creation of any lien pledge, claim, lien, charge, encumbrance or security interest of any kind or nature whatsoever except for a Permitted Lien (collectively, “Liens”) upon any of the properties or assets of the Company under, (i) the Company’s articles of incorporation Company Certificate or bylaws, if anyCompany By-laws, (ii) any agreement, contract, license, loan or credit agreement, note, note purchase agreement, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise or license applicable to the Company, Company or its properties or assets, assets or (iii) subject to the governmental filings and other matters referred to in the following sentencelast sentence of this Section 3.01(d), any judgment, order, decree, statute, law, ordinance, rule, regulation or arbitration award applicable to the Company, Company or its properties or assets. Each Lien of the Company in excess of $5,000 is set forth in Section 3.01(d) of the Company Disclosure Letter. No consent, other thanapproval, in the case of clauses (ii) and (iii)order or authorization of, or registration, declaration or filing with, or notice to, any such conflictsfederal, breachesstate or local government or any court, violationsadministrative agency or commission or other governmental authority or agency, defaults, rights, losses domestic or liens that individually foreign (a “Governmental Entity”) is required by or in the aggregate could not have a material adverse effect with respect to the Company or could not prevent, hinder or materially delay in connection with the ability execution and delivery of this Agreement by the Company to consummate or the consummation by the Company of any of the transactions contemplated hereby or the performance by this Agreementthe Company of its obligations hereunder, except for the filing of the Delaware Certificate of Merger with the Secretary of State of the State of Delaware and the New York Certificate of Merger with the Secretary of State of the State of New York and appropriate documents with the relevant authorities of other states in which the Company is qualified to do business.

Authority; Noncontravention. The Company has all the requisite corporate and other power and authority to enter into this Agreement and and, subject to the Company Stockholder Approval with respect to the consummation of the Merger, to consummate the transactions contemplated by this Agreementhereby. The Offer, the execution and delivery of this Agreement by the Company and the consummation by the Company of the transactions contemplated hereby and thereby have been (or at Closing will have been) duly authorized by the Company's Board of Directors, which constitutes all necessary corporate action on the part of the Company, subject, in the case of the Merger, to the Company Stockholder Approval. This Agreement has been duly executed and when delivered by the Company shall constitute and constitutes a valid and binding obligation of the Company, enforceable against the Company and the selling shareholders, as applicable, in accordance with its termsterms subject, except as such enforcement may be limited by to enforceability, to bankruptcy, insolvency insolvency, reorganization and other laws of general applicability relating to or other similar laws affecting the enforcement of creditors’ ' rights generally or by and to general principles of equity. The Except for the Company's credit facility and except as disclosed in Section 4.4 of the Disclosure Schedule, the execution and delivery of this Agreement do does not, and the consummation of the transactions contemplated by the Offer and this Agreement and compliance with the provisions hereof will not, conflict with, or result in (a) any breach or violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation cancellation, acceleration or acceleration of or “"put” right ", with respect to any obligation or to a (b) the loss of a material benefit under, or result in other right or (c) the creation of any lien Lien upon any of the properties or assets of the Company or any of its Subsidiaries under, (i) the Company’s articles Restated Articles of incorporation Organization, as amended, or bylawsBy-laws, if anyas amended, of the Company or the comparable organizational documents of any of its Subsidiaries, (ii) any loan or credit agreement, note, note purchase agreement, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise or license applicable to the Company, Company or any of its Subsidiaries or their respective properties or assets, assets or (iii) subject to the governmental filings and other matters referred to in the following sentence, any judgment, order, decree, statute, law, ordinance, rule, regulation or arbitration award applicable to the Company, Company or any of its Subsidiaries or their respective properties or assets, other than, in the case of clauses (i), (ii) and (iii), any such conflicts, breaches, violations, defaults, rights, losses or liens Liens that individually or in the aggregate could would not have a material adverse effect Material Adverse Effect with respect to the Company or could would not prevent, hinder or materially delay the ability of the Company and/or MergerCo to consummate the transactions contemplated by this Agreement if not cured or waived by the Closing Date. No consent, approval, order or authorization of, or registration, declaration or filing with, or notice to, any Federal, state or local government or any court, administrative agency or commission or other governmental authority or agency, domestic or foreign (a "Governmental Entity"), or any other person under any material agreement, indenture or other instrument to which the Company or any Subsidiary is a party or to which any of its properties is subject, is required by or with respect to the Company or any of its Subsidiaries in connection with the execution and delivery of this Agreement by the Company or the consummation by the Company of the transactions contemplated hereby, except for (i) the filing of a pre-merger notification and report form by the Company under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act"), (ii) the filing with the SEC of (x) a proxy statement relating to the Company Stockholder Approval (such proxy statement as amended or supplemented from time to time, the "Proxy Statement"), and (y) such reports under the Exchange Act as may be required in connection with the Offer and this Agreement and the transactions contemplated by this Agreement, (iii) the filing of the Certificate of Merger with the Secretary of the Commonwealth of Massachusetts and appropriate documents with the relevant authorities of other states in which the Company is qualified to do business and (iv) such other consents, approvals, orders, authorizations, registrations, declarations, filings or notices as are set forth in Section 4.4 of the Disclosure Schedule.

Authority; Noncontravention. The Company has all requisite power execution, delivery, and authority performance of the Ancillary Agreements to enter into this Agreement and to consummate the transactions contemplated by this Agreement. The execution and delivery of this Agreement by the Company which it is a party, and the consummation by the Company of the transactions contemplated hereby thereby, have been (or at Closing will have been) duly authorized approved by all necessary action on the part of the CompanyCompany under applicable Legal Requirements and its certificate of formation and operating agreement. This Agreement has been duly The Ancillary Agreements to which it is a party, when executed and when delivered by the Company shall Company, will constitute a legal, valid and binding obligation obligations of the Company, enforceable against the Company and the selling shareholders, as applicable, in accordance with its their respective terms, except as such enforcement set forth on SCHEDULE 3.3, and as may be limited by applicable bankruptcy, insolvency or insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws affecting of general application that may affect the enforcement of creditors’ ' rights generally or and by general principles of equityequitable principles. The execution Except as set forth on SCHEDULE 3.3, the execution, delivery and delivery of this Agreement do not, performance thereof by the Company will not violate any Legal Requirements applicable to the Company and the consummation of the transactions contemplated by this Agreement and compliance will not conflict with the provisions hereof will not, conflict with, or result in any breach of any of the terms, conditions, or violation provisions of, or violate or constitute a default under (with or without notice or lapse passage of time, time or both) or otherwise give any Person a basis for accelerated or increased rights of termination or nonperformance under, or give rise to require a right of termination, cancellation consent or acceleration of or “put” right with respect to any obligation or to a loss of a material benefit waiver under, the Company's Certificate of Formation or result Operating Agreement (each as amended to date and presently in effect) or any indenture, lease, agreement, Lien or other instrument or arrangement to which the creation of any lien upon Company is a party or by which it or any of the its properties is bound or assets of the Company underaffected, (i) the Company’s articles of incorporation or bylaws, if any, (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise or license Legal Requirement applicable to the Company, its properties where any such violation, conflict, breach, default, failure to obtain a consent or assets, or (iii) subject to the governmental filings and other matters referred to in the following sentence, any judgment, order, decree, statute, law, ordinance, rule, regulation or arbitration award applicable to the Company, its properties or assets, other thanwaiver would, in the case of clauses (ii) and (iii)aggregate, any such conflicts, breaches, violations, defaults, rights, losses reasonably be likely or liens that individually or expected to result in a Material Adverse Effect on the aggregate could not have a material adverse effect with respect to the Company or could not prevent, hinder or materially delay the ability of the Company to consummate the transactions contemplated by this AgreementCompany.

Authority; Noncontravention. The Company has all the requisite corporate power and authority to enter into this Agreement and and, subject to, if required by law, approval of the Merger by an affirmative vote of the holders of a majority of the Shares (the "Company Stockholder Approval"), to consummate the transactions contemplated by this Agreement. The execution and delivery of this Agreement by the Company and the consummation by the Company of the transactions contemplated hereby by this Agreement have been (or at Closing will have been) duly authorized by all necessary corporate action on the part of the Company, subject, in the case of this Agreement, to the Company Stockholder Approval if such approval is required by law. This Agreement has been duly executed and when delivered by the Company shall constitute and constitutes a valid and binding obligation of the Company, enforceable against the Company and the selling shareholders, as applicable, in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency or other similar laws affecting the enforcement of creditors’ rights generally or by general principles of equity. The execution and delivery of this Agreement do not, and the consummation of the transactions contemplated by this Agreement and compliance with the provisions hereof of this Agreement will not, conflict with, or result in any breach or violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation cancelation or acceleration of or “put” right with respect to any obligation or to a loss of a material benefit under, or result in the creation of any lien Liens in or upon any of the properties or assets of the Company under, or any of its subsidiaries under any provision of (i) the Company’s articles Amended and Restated Certificate of incorporation Incorporation or bylaws, if anyBy laws of the Company or the comparable organizational documents of any of its subsidiaries, (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise or license applicable to the Company, Company or any of its subsidiaries or any of their respective properties or assets, assets or (iii) subject to the governmental filings and other matters referred to in the following sentence, any judgment, order, decree, (A) statute, law, ordinance, rule, rule or regulation or arbitration award (B) judgment, order or decree applicable to the Company, Company or any of its subsidiaries or any of their respective properties or assets, other than, in the case of clauses (ii) and (iii), any such conflicts, breaches, violations, defaults, rights, losses rights or liens Liens that individually or in the aggregate could would not (x) have a material adverse effect on the Company, (y) impair in any material respect the ability of the Company to perform its obligations under this Agreement or (z) prevent or materially delay the consummation of any of the transactions contemplated by this Agreement. No consent, approval, order or authorization of, or registration, declaration or filing with, any Federal, state or local government or any court, administrative agency or commission or other governmental authority or agency, domestic or foreign (a "Governmental Entity"), is required by or with respect to the Company or could not preventany of its subsidiaries in connection with the execution and delivery of this Agreement by the Company or the consummation by the Company of the Merger or the transactions contemplated by this Agreement, hinder except for (1) the filing of a premerger notification and report form by the Company under the Hart-Xxxxx-Xxxxxx Xxxitrust Improvements Act of 1976, as amended (the "HSR Act") and filings under similar laws of certain foreign jurisdictions as may be required ("Foreign Filings"), (2) the filing with the SEC and the Nasdaq Stock Market, Inc. of (A) the Schedule 14D-9, (B) a proxy statement relating to the Company Stockholder Approval, if such approval is required by law (as amended or supplemented from time to time, the "Proxy Statement") and (C) such reports under Section 13(a) of the Exchange Act as may be required in connection with this Agreement and the transactions contemplated by this Agreement, (3) the filing of the Certificate of Merger with the Delaware Secretary of State and appropriate documents with the relevant authorities of other states in which the Company is qualified to do business and (4) such other consents, approvals, orders, authorizations, registrations, declarations and filings the failure of which to be obtained or made would not, individually or in the aggregate, have a material adverse effect on the Company or prevent or materially delay the ability consummation of the Company to consummate any of the transactions contemplated by this Agreement.

Authority; Noncontravention. The Company has all the requisite corporate power and authority to enter into this Agreement and and, subject to the Company Stockholder Approval, to consummate the transactions contemplated by this Agreement. The execution and delivery of this Agreement by the Company and the consummation by the Company of the transactions contemplated hereby by this Agreement have been (or at Closing will have been) duly authorized by all necessary corporate action on the part of the Company, subject to the Company Stockholder Approval of this Agreement. This Agreement has been duly executed and when delivered by the Company shall constitute and constitutes a valid and binding obligation of the Company, enforceable against the Company and the selling shareholders, as applicable, in accordance with its terms, except as such enforcement may be limited by subject to bankruptcy, insolvency insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ ' rights generally or by general principles of equitygenerally. The execution and delivery of this Agreement do does not, and the consummation of the transactions contemplated by this Agreement and compliance with the provisions hereof of this Agreement will not, except as set forth in Section 3.1(d) of the Company Disclosure Schedule, conflict with, or result in any breach or violation of, of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of or “put” right with respect to any obligation or to a loss of a material benefit under, or result in the creation of any lien Lien upon any of the properties or assets of the Company or any of its subsidiaries under, (i) the Company’s articles of incorporation or bylaws, if anyby-laws of the Company or the comparable charter or organizational documents of any of its subsidiaries, (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise or license applicable to the Company, Company or any of its subsidiaries or their respective properties or assets, assets or (iii) subject to the governmental filings and other matters referred to in the following sentence, any judgment, order, decree, statute, law, ordinance, rule, rule or regulation or arbitration award applicable to the Company, Company or any of its subsidiaries or their respective properties or assets, other than, in the case of clauses (ii) and or (iii), any such conflicts, breaches, violations, defaults, rights, losses defaults or liens rights that individually or in the aggregate could would not (x) have a Material Adverse Effect on the Company, (y) impair in any material adverse effect with respect to the Company or could not prevent, hinder or materially delay the ability of the Company to consummate perform its obligations under this Agreement or (z) prevent or materially delay the consummation of any of the transactions contemplated by this Agreement. No consent, approval, order or authorization of, or registration, declaration or filing with, any federal, state or local government or any court, administrative or regulatory agency or commission or other governmental authority or agency, domestic or foreign (a "GOVERNMENTAL ENTITY"), is required by the Company or any of its subsidiaries in connection with the execution and delivery of this Agreement by the Company or the consummation by the Company of the transactions contemplated by this Agreement, except for (i) the filing with the Federal Trade Commission and the Antitrust Division of the Department of Justice (the "SPECIFIED AGENCIES") of a premerger notification and report form by the Company under the Hart-Xxxxx-Xxxxxx Xxxitrust Improvements Act of 1976 (xxx "XXX Xxx"), (xx) xxx filing with the Securities and Exchange Commission (the "SEC") of (x) the Proxy Statement (as defined in Section 5.1) and (y) such reports under the Securities Exchange Act of 1934, as amended (the "EXCHANGE ACT"), as may be required in connection with this Agreement and the transactions contemplated by this Agreement, (iii) the filing of the articles of merger with the Secretary of State of the State of Nevada and appropriate documents with the relevant authorities of other states in which the Company is qualified to do business, (iv) the filing with and the approval by all applicable gaming regulatory bodies and all applicable lottery regulatory bodies in jurisdictions where the Company or its subsidiaries are engaged in business and (v) such other consents, approvals, orders, authorizations, registrations, declarations and filings the failure of which to be obtained or made would not have a Material Adverse Effect on the Company, impair in any material respect the ability of the Company to perform its obligations under this Agreement or prevent or materially delay the consummation of any of the transactions contemplated by this Agreement. Neither the Company nor any subsidiary of the Company nor any director or officer of the Company or any subsidiary of the Company has received any written claim, demand, notice, complaint, court order or administrative order from any Governmental Entity in the past three years, asserting that a license of it or them, as applicable, under any Gaming Laws (as defined in Section 3.1(o)) or under any Lottery Laws (as defined in Section 3.1(o)) is being or may be revoked or suspended other than such claims, demands, notices, complaints, court orders or administrative orders which would not have a Material Adverse Effect on the Company.

Authority; Noncontravention. The Company It has all requisite limited liability company power and authority to enter into this Agreement and and, subject to the approval of a Unit Majority, to consummate the transactions contemplated by this Agreement. The execution and delivery of this Agreement by the Company it and the consummation by the Company it of the transactions contemplated hereby have been (or at Closing will have been) duly authorized by all necessary action on its part and on the part of the Companyits members. This Agreement has been duly executed and when delivered by it and, assuming this Agreement constitutes the Company shall constitute valid and binding agreement of each of the other parties hereto, constitutes a valid and binding obligation of the Companyit, enforceable against the Company and the selling shareholders, as applicable, it in accordance with its terms, except as such enforcement to the extent enforceability may be limited by bankruptcy, insolvency insolvency, moratorium or other similar laws relating to or affecting the enforcement of creditors’ ' rights generally or by general principles of equityand remedies generally. The execution and delivery by it of this Agreement do not, and the consummation by it of the transactions contemplated by this Agreement and compliance by it with the provisions hereof as of the Closing will not, conflict with, or result in any breach or violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of or “put” right with respect to any obligation or to a loss of a material benefit under, or result in the creation of any lien upon any of the properties or assets of the Company under, (i) conflict with any of the Company’s articles provisions of incorporation its certificate of formation or bylaws, if anylimited liability company or operating agreement, (ii) subject to the governmental filings and other matters referred to in the following sentence and subject to the approval of a Unit Majority, conflict with or require the consent of any loan or credit agreement, note, bond, mortgage, indenture, lease Person under any indenture or other agreement, instrument, permit, concession, franchise franchise, license or license applicable similar instrument or undertaking to the Companywhich it or any of its Affiliates is a party or by which it or any of its Affiliates or any of its or their assets are bound, its properties or assetsexcept as set forth in Schedule 4.03(b) attached hereto, or (iii) subject to the governmental filings and other matters referred to in the following sentence, contravene any judgmentLaw or any Order currently in effect and binding on it or any of its Affiliates, orderthe conflict, decreebreach, statute, law, ordinance, rule, regulation default or arbitration award applicable to the Company, its properties or assets, other thancontravention of which, in the case of clauses (ii) and (iii)) above, any such conflicts, breaches, violations, defaults, rights, losses or liens that individually or in the aggregate could aggregate, would have, or is reasonably likely to have, a Material Adverse Effect on it. No consent, approval or authorization of, or declaration or filing with, or notice to, any Governmental Entity that has not been received or made as of the date hereof is required by or with respect to it or any of its Affiliates in connection with the execution and delivery by it of this Agreement or the consummation by it of the transactions contemplated hereby, except for (A) such consents, approvals, authorizations, filings or notices as are set forth in Schedule 4.03(b) attached hereto and (B) any filings, authorizations, consents or approvals the failure to make or obtain which, individually or in the aggregate, would not have a material adverse effect with respect to the Company or could not prevent, hinder or materially delay the ability of the Company to consummate the transactions contemplated by this AgreementMaterial Adverse Effect on it.

Authority; Noncontravention. The Company Purchaser has all requisite corporate power and authority to enter into this Agreement Agreement, to issue the Purchaser Note and to consummate the other transactions contemplated by this Agreement. The execution and delivery of this Agreement by the Company Purchaser, the issuance of the Purchaser Note and the consummation performance by the Company Purchaser of the transactions contemplated hereby its other obligations under this Agreement have been (or at Closing will have been) duly authorized by all necessary corporate action on the part of the CompanyPurchaser. This Agreement has been duly executed and when delivered by the Company shall constitute Purchaser and assuming that this Agreement constitutes a valid and binding agreement of the Sellers, constitutes a legal, valid, and binding obligation of the Company, Purchaser and is enforceable against the Company and the selling shareholders, as applicable, Purchaser in accordance with its terms, except as such to the extent that the enforcement hereof may be limited by (i) any bankruptcy, insolvency insolvency, reorganization, moratorium, or other similar laws affecting the enforcement of Laws now or hereafter in effect relating to or limiting creditors’ ' rights generally or by and (ii) general principles of equity (regardless of whether enforceability is considered in a proceeding at Law or in equity). The execution and delivery of this Agreement do not, and the issuance of the Purchaser Note and the consummation of the other transactions contemplated by this Agreement and compliance with the provisions hereof of this Agreement will notnot (i) conflict with any of the provisions of the articles or certificate of incorporation or by-laws of the Purchaser, (ii) subject to the governmental filings and other matters referred to in the following sentence, conflict with, or result in any a breach or violation of, of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of or “put” right with respect to any obligation or to a loss of a material benefit under, or result in require the creation consent of any lien upon any of the properties or assets of the Company person under, (i) the Company’s articles of incorporation or bylaws, if any, (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise franchise, license or license applicable similar instrument or undertaking to which the Company, Purchaser is a party or by which the Purchaser or any of its properties or assetsassets is bound, or (iii) subject to the governmental filings and other matters referred to in the following sentence, contravene any Law or any order, writ, judgment, orderinjunction, decree, statutedetermination or award currently in effect which, law, ordinance, rule, regulation or arbitration award applicable to the Company, its properties or assets, other than, in the case of clauses (ii) and (iii), any such conflicts, breaches, violations, defaults, rights, losses or liens that individually or in the aggregate could not aggregate, would have a material adverse effect Purchaser Material Adverse Effect. No consent, approval or authorization of, or declaration or filing with, or notice to, any Governmental Entity which has not been received or made is required by or with respect to the Company or could not preventPurchaser in connection with the execution and delivery of this Agreement by the Purchaser, hinder or materially delay the ability issuance of the Company to consummate Purchaser Note or the consummation by the Purchaser of any of the transactions contemplated by this Agreement, except for (i) the filing of premerger notification and report forms under the HSR Act, (ii) the filings and/or notices required under the insurance laws of the jurisdictions set forth in Section 2.3 of the Seller Disclosure Schedule, and (iii) such other consents, approvals, authorizations, filings or notices of which the failure to obtain would not, individually or in the aggregate, have a Purchaser Material Adverse Effect.

Authority; Noncontravention. The Company has all the requisite corporate power and authority to enter into this Agreement and, subject to the adoption and approval of this Agreement and the approval of the Merger by the holders of a majority of the shares of Company Common Stock to consummate the transactions contemplated by this Agreement. The execution and delivery of this Agreement by the Company and the consummation by the Company of the transactions contemplated hereby by this Agreement have been (or at Closing will have been) duly authorized by all necessary corporate action on the part of the Company, subject, in the case of this Agreement and the Merger, to approval and adoption of this Agreement and approval of the Merger by the holders of a majority of the shares of Company Common Stock outstanding on the record date for the Shareholders Meeting. This Agreement has been duly executed and when delivered by the Company shall constitute and, assuming the due authorization, execution, and delivery of this Agreement by Parent and Sub, constitutes a valid and binding obligation of the Company, enforceable against the Company and the selling shareholders, as applicable, in accordance with its terms, except as such enforcement thereof may be limited by (i) bankruptcy, insolvency or other insolvency, reorganization, moratorium and similar laws laws, both state and federal, affecting the enforcement of creditors’ ' rights generally or remedies in general as from time to time in effect or (ii) the exercise by general principles courts of equityequity powers. The execution and delivery of this Agreement by the Company do not, and the consummation by the Company of the transactions contemplated by this Agreement and compliance by the Company with the provisions hereof of this Agreement will not, materially conflict with, or result in any breach or violation of, or material default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of or “put” right with respect to any obligation or to a loss of a material benefit under, or result in the creation of any lien pledge, adverse claim, lien, charge, encumbrance or security interest of any kind or nature whatsoever (collectively, "Liens") in or upon any of the properties or assets of the Company under, under any provision of (i) the Articles of Incorporation or Bylaws of the Company’s articles of incorporation or bylaws, if any, (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise or license applicable to the Company, Company or its properties or assets, assets and to which the Company is a party as of the date of this Agreement or (iii) subject to the governmental filings and other matters referred to in the following sentence, any judgment, order, decree, (A) statute, law, ordinance, rule, rule or regulation or arbitration award applicable to the CompanyCompany or (B) judgment, order or decree applicable to the Company or its properties or assets, other than, in the case of clauses clause (ii) and clause (iiiiii)(A), any such conflicts, breaches, violations, defaults, rights, losses or liens Liens that individually or in the aggregate could would not (x) have a material adverse effect with on the Company, (y) impair in any material respect to the Company or could not prevent, hinder or materially delay the ability of the Company to consummate perform its obligations under this Agreement, or (z) prevent or materially delay the consummation of any of the transactions contemplated by this Agreement. No consent, approval, order or authorization of, or registration, declaration or filing with, any third party, including any federal, state or local government or any court, administrative agency or commission or other governmental authority or agency, domestic or foreign (a "Governmental Entity"), is required to be made or obtained by the Company at or before the Effective Time in connection with the execution and delivery of this Agreement by the Company or the consummation by the Company of the transactions contemplated by this Agreement, except for (1) the filing of the Articles of Merger with the Illinois Secretary of State and appropriate documents with the relevant authorities of other states in which the Company is qualified to do business, and (2) such other consents, approvals, orders, authorizations, registrations, declarations and filings, which if not obtained or made, would not, individually or in the aggregate, have a material adverse effect on the Company or prevent or materially delay the consummation of any of the transactions contemplated by this Agreement.

Authority; Noncontravention. The Company has all requisite corporate power and authority to enter into this Agreement and and, subject to the Company Stockholder Approval (as defined in Section 3.1(l)), to consummate the transactions contemplated by this Agreement. The execution and delivery of this Agreement by the Company and the consummation by the Company of the transactions contemplated hereby have been (or at Closing will have been) duly authorized by all necessary corporate action on the part of the Company, subject, in the case of the Merger, to the Company Stockholder Approval. This Agreement has been duly executed and when delivered by the Company shall constitute and, assuming the due authorization, execution and delivery by Acquiror and Merger Sub, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company and the selling shareholders, as applicable, in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency or other similar laws affecting the enforcement of creditors’ rights generally or by general principles of equity. The execution and delivery of this Agreement do does not, and the consummation of the transactions contemplated by this Agreement and compliance with the provisions hereof of this Agreement will not, conflict with, or result in any breach or violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of or “put” right with respect to any obligation or to a loss of a material benefit under, or result in the creation of any lien Lien upon any of the properties or assets of the Company or any of its subsidiaries under, (i) the Company’s articles of incorporation or bylaws, if anycode of regulations of the Company or the comparable organizational documents of any of its subsidiaries, (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise franchise, license or license similar authorization applicable to the Company, Company or any of its subsidiaries or their respective properties or assets, assets or (iii) subject to the governmental filings and other matters referred to in the following sentence, any judgment, order, decree, statute, law, ordinance, rule, rule or regulation or arbitration award applicable to the Company, Company or any of its subsidiaries or their respective properties or assets, other than, in the case of clauses (ii) and (iii), any such conflicts, breaches, violations, defaults, rights, losses or liens Liens that individually or in the aggregate could would not (x) have a material adverse effect with respect to on the Company or could not prevent, hinder (y) reasonably be expected to materially impair or materially delay the ability of the Company to consummate the transactions contemplated by perform its obligations under this Agreement.. No consent, approval, order or authorization of, action by or in respect of, or registration, declaration or filing with, any federal, state, local or foreign government, any court, administrative, regulatory or other governmental agency, commission or authority or any non-

Authority; Noncontravention. The Company has all requisite power and authority to enter into this Agreement and to consummate the transactions contemplated by this Agreement. The execution and delivery of this Agreement by the Company and the consummation by the Company of the transactions contemplated hereby have been (or at Closing will have been) duly authorized by all necessary action on the part of the Company. This Agreement has been duly executed and when delivered by the Company shall constitute a valid and binding obligation oBIABigation of the Company, enforceable enforceaBIABe against the Company and the selling shareholders, as applicableapplicaBIABe, in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency or other similar laws affecting the enforcement of creditors’ rights generally or by general principles of equity. The execution and delivery of this Agreement do not, and the consummation of the transactions contemplated by this Agreement and compliance with the provisions hereof will not, conflict with, or result in any breach or violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of or “put” right with respect to any obligation oBIABigation or to a loss of a material benefit under, or result in the creation of any lien upon any of the properties or assets of the Company under, (i) the Company’s articles of incorporation or bylaws, if any, (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise or license applicable applicaBIABe to the Company, its properties or assets, or (iii) subject to the governmental filings and other matters referred to in the following sentence, any judgment, order, decree, statute, law, ordinance, rule, regulation or arbitration award applicable applicaBIABe to the Company, its properties or assets, other than, in the case of clauses (ii) and (iii), any such conflicts, breaches, violations, defaults, rights, losses or liens that individually or in the aggregate could not have a material adverse effect with respect to the Company or could not prevent, hinder or materially delay the ability of the Company to consummate the transactions contemplated by this Agreement.

Authority; Noncontravention. The Company has all requisite corporate power and authority to enter into this Agreement and Agreement, and, subject to the Shareholder Approval (as defined in Section 3.1(k)), to consummate the transactions contemplated by this Agreement. The execution and delivery of this Agreement by the Company and the consummation by the Company of the transactions contemplated hereby and thereby have been (or at Closing will have been) duly authorized by all necessary corporate action on the part of the Company, subject, in the case of the Merger, to the Shareholder Approval. This Agreement has been duly executed and when delivered by the Company shall constitute Company, and, assuming the due authorization, execution and delivery by Merger Sub and Parent, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company and the selling shareholders, as applicable, in accordance with its terms, terms except as such enforcement enforceability may be limited by bankruptcy, insolvency insolvency, reorganization, moratorium and similar Laws relating to or other similar laws affecting the enforcement of creditors’ rights creditors generally or by general equity principles (regardless of equitywhether such enforceability is considered in a proceeding inequity or at law). The execution and delivery of this Agreement do not, and the consummation of the transactions contemplated by this Agreement and compliance with the provisions hereof will not, (i) conflict withwith the articles of incorporation or bylaws or comparable organizational documents of any of the Company Entities, or (ii) result in any breach or breach, violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or creation or acceleration of or “put” right with respect to any obligation or to right of a third party or loss of a material benefit under, or result in the creation of any lien Lien upon any of the properties or assets of the Company Entities under, (i) any Contract applicable to, affecting or relating in any way to, the Company’s articles of incorporation Company Entities or bylaws, if any, (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise or license applicable to the Company, its their respective properties or assets, assets or (iii) subject to the governmental filings and other matters referred to in the following sentence, conflict with or violate any judgment, order, decree, statute, law, ordinance, rule, rule or regulation or arbitration award applicable to the CompanyCompany Entities or their respective properties, its properties assets or assetsbusinesses, other than, in the case of clauses (ii) and (iii), ) any such conflicts, breaches, violations, defaults, rights, losses or liens that Liens that, individually or in the aggregate could aggregate, do not have or would not reasonably be expected to have a material adverse effect with respect to the Company Material Adverse Effect or could that would not prevent, hinder prevent or materially delay the ability consummation of the Company to consummate the transactions contemplated by this Agreement. No consent, approval, order or authorization of, action by or in respect of, or registration, declaration or filing with, any federal, state, or local, foreign or supra-national government, any court, administrative, regulatory or other governmental agency, commission or authority or any non-governmental United States or foreign self-regulatory agency, commission or authority or any arbitral tribunal (each, a "Governmental Entity") is required by the Company in connection with the execution and delivery of this Agreement by the Company or the consummation by the Company of the transactions contemplated hereby, except for: (i) the filing with the Securities and Exchange Commission (the "SEC") of (A) a proxy statement relating to the Shareholders Meeting (such proxy statement, as amended or supplemented from time to time, the "Proxy Statement") and (B) such reports under Section 13(a), 13(d), 15(d) or 16(a) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), as may be required in connection with this Agreement and the transactions contemplated hereby; (ii) the filing of the Articles of Merger with the Department of State of the Commonwealth of Pennsylvania; (iii) the filing of a premerger notification and report form by the Company under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended ("HSR Act"); (iv) the filing and consents as may be required by the antitrust and competition laws of foreign countries ("Foreign Antitrust Laws"); and (v) such consents, approvals, orders or authorizations the failure of which to be made or obtained, individually or in the aggregate, would not have or would not reasonably be expected to have a Company Material Adverse Effect.

Authority; Noncontravention. The Company has all the requisite corporate and other power and authority to enter into this Agreement and to consummate the transactions contemplated by this AgreementMerger. The execution and delivery of this Agreement by the Company and the consummation by the Company of the transactions contemplated hereby have been (or at Closing will have been) duly authorized by all necessary corporate action on the part of the Company. This Agreement has been duly executed and when delivered by the Company shall constitute and constitutes a valid and binding obligation of the Company, enforceable against the Company and the selling shareholders, as applicable, in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency or other similar laws affecting the enforcement of creditors’ rights generally or by general principles of equity. The execution and delivery of this Agreement do not, and the consummation of the transactions contemplated by this Agreement and compliance with the provisions hereof will not, conflict with, or result in any breach or violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of or “"put” " right with respect to any obligation or to a loss of a material benefit under, or result in the creation of any lien upon any of the properties or assets of the Company under, (i) the Memorandum of Association or Articles of Association of the Company’s articles of incorporation or bylaws, if any, (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise or license applicable to the Company, its properties or assets, or (iii) subject to the governmental filings and other matters referred to in the following sentence, any judgment, order, decree, statute, law, ordinance, rule, regulation or arbitration award applicable to the Company, its properties or assets, other than, in the case of clauses (ii) and (iii), any such conflicts, breaches, violations, defaults, rights, losses or liens that individually or in the aggregate could not have a material adverse effect with respect to the Company or could not prevent, hinder or materially delay the ability of the Company to consummate the transactions contemplated by this Agreement. No consent, approval, order or authorization of, or registration, declaration or filing with, or notice to, any federal, state or local government or any court, administrative agency or commission or other governmental authority, agency, domestic or foreign (a "GOVERNMENTAL ENTITY"), is required by or with respect to the Company in connection with the execution and delivery of this Agreement by the Company or the consummation by the Company of the transactions contemplated hereby, except, with respect to this Agreement, for the filing of the Articles of Merger with the Department of Commerce of the State of Utah and the Registry of Corporate Affairs of the British Virgin Islands.

Authority; Noncontravention. The Company has all requisite corporate power and authority to enter into this Agreement and and, subject, in the case of the Merger, to the Company Stockholder Approval (as defined in Section 3.1(r)), to consummate the transactions contemplated by this Agreementhereby and thereby. The execution and delivery of this Agreement by the Company and the consummation by the Company of the transactions contemplated hereby have been (or at Closing will have been) duly authorized by all necessary corporate action on the part of the Company, subject, in the case of the Merger, to the Company Stockholder Approval. This Agreement has been duly executed and when delivered by the Company shall constitute a and, assuming the due authorization, execution and delivery by Parent, constitutes the legal, valid and binding obligation of the Company, enforceable against the Company and the selling shareholders, as applicable, in accordance with its terms, except as that (i) such enforcement enforceability may be limited by subject to applicable bankruptcy, insolvency or other similar laws now or hereafter in effect affecting the enforcement of creditors’ rights generally and (ii) the availability of the remedy of specific performance or by general principles injunction or other forms of equityequitable relief may be subject to equitable defenses and would be subject to the discretion of the court before which any proceeding therefor may be brought. The Except as set forth in Section 3.1(d) of the Company Disclosure Schedule, the execution and delivery of this Agreement do does not, and the consummation of the transactions contemplated by this Agreement hereby (including the Bank Combination (as defined in Section 5.3(c))) and compliance with the provisions hereof of this Agreement will not, conflict with, or result in any breach violation, forfeiture or violation termination of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of forfeiture, termination, cancellation or acceleration (with or without notice or lapse of time, or “put” right with respect to both) of any obligation or to loss of a benefit or, in the case of clause (iii) below, any material obligation or loss of a material benefit benefit, under, or result in the creation of any lien Lien upon any of the properties or assets of the Company or any of its Subsidiaries under, (i) the Company’s articles certificate of incorporation or bylaws, if anybylaws of the Company, (ii) the certificate of incorporation or bylaws or the comparable organizational documents of any of its Subsidiaries, (iii) any loan or credit agreement, note, bond, mortgage, indenture, lease lease, vendor agreement, software agreement or other agreement, instrument, Intellectual Property (as defined in Section 3.1(n)) right, permit, concession, franchise franchise, license or license similar authorization applicable to the Company, Company or any of its Subsidiaries or their respective properties or assetsassets that is, individually or in the aggregate, material to the operations of the Company and its Subsidiaries, taken as a whole, or (iiiiv) subject to the governmental filings and other matters referred to in the following sentence, any judgment, order, decree, statute, law, ordinance, rule, rule or regulation or arbitration award applicable to the Company, Company or any of its Subsidiaries or their respective properties or assets, other than, in the case of clauses (iiiii) and (iii)iv) only, any such conflicts, breaches, violations, defaults, rights, losses or liens Liens that would not, individually or in the aggregate could not have (x) reasonably be expected to result in a material adverse effect with respect to Material Adverse Effect on the Company or could not prevent, hinder (y) reasonably be expected to materially impair or materially delay the ability of the Company to consummate perform its obligations under this Agreement. Except as set forth in Section 3.1(d) of the Company Disclosure Schedule, no consent, approval, order or authorization of, action by or in respect of, or registration, declaration or filing with, any (i) Federal, state, local, municipal or foreign government, (ii) governmental, quasi-governmental authority (including any governmental agency, commission, branch, department or official, and any court or other tribunal) or body exercising, or entitled to exercise, any governmentally-derived administrative, executive, judicial, legislative, police, regulatory or taxing authority, or (iii) any self-regulatory organization, administrative or regulatory agency, commission or authority (each, a “Governmental Entity”) is required by or with respect to the Company or any of its Subsidiaries in connection with the execution and delivery of this Agreement by the Company or the consummation by the Company of the transactions contemplated hereby, except for (1) the filing with the Securities and Exchange Commission (the “SEC”) of (A) a registration statement on Form S-4 to be prepared and filed in connection with the issuance of Parent Common Stock in the Merger, including the joint proxy statement and other proxy solicitation materials of the Company and Parent constituting a part thereof (the “Joint Proxy Statement”) (as it may be amended from time to time, the “Form S-4”), and the declaration of effectiveness thereof by the SEC, and (B) such reports under the Exchange Act as may be required in connection with this Agreement and the transactions contemplated by this Agreement.; (2) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, the filing of articles of merger or consolidation with the Secretary of the Commonwealth of Massachusetts to effect the Bank Combination and such filings with Governmental Entities to satisfy the applicable requirements of the laws of states in which the Company and its Subsidiaries are qualified or licensed to do business or state securities or “blue sky” laws; (3) the approval of the OTS under the HOLA;

Authority; Noncontravention. The Company has all the requisite corporate power and authority to enter into this Agreement and and, subject to the Company Stockholder Approval, to consummate the transactions contemplated by this Agreement. The execution and delivery of this Agreement by the Company and the consummation by the Company of the transactions contemplated hereby by this Agreement have been (or at Closing will have been) duly authorized by all necessary corporate action on the part of the Company, subject to the Company Stockholder Approval of this Agreement. This Agreement has been duly executed and when delivered by the Company shall constitute and constitutes a valid and binding obligation of the Company, enforceable against the Company and the selling shareholders, as applicable, in accordance with its terms, except as such enforcement may be limited by subject to bankruptcy, insolvency insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ ' rights generally or by general principles of equitygenerally. The execution and delivery of this Agreement do does not, and the consummation of the transactions contemplated by this Agreement and compliance with the provisions hereof of this Agreement will not, except as set forth in Section 3.1(d) of the Company Disclosure Schedule, conflict with, or result in any breach or violation of, of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of or “put” right with respect to any obligation or to a loss of a material benefit under, or result in the creation of any lien Lien upon any of the properties or assets of the Company or any of its subsidiaries under, (i) the Company’s articles of incorporation or bylaws, if anyby-laws of the Company or the comparable charter or organizational documents of any of its subsidiaries, (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise or license applicable to the Company, Company or any of its subsidiaries or their respective properties or assets, assets or (iii) subject to the governmental filings and other matters referred to in the following sentence, any judgment, order, decree, statute, law, ordinance, rule, rule or regulation or arbitration award applicable to the Company, Company or any of its subsidiaries or their respective properties or assets, other than, in the case of clauses (ii) and or (iii), any such conflicts, breaches, violations, defaults, rights, losses defaults or liens rights that individually or in the aggregate could would not (x) have a Material Adverse Effect on the Company, (y) impair in any material adverse effect with respect to the Company or could not prevent, hinder or materially delay the ability of the Company to consummate perform its obligations under this Agreement or (z) prevent or materially delay the consummation of any of the transactions contemplated by this Agreement. No consent, approval, order or authorization of, or registration, declaration or filing with, any federal, state or local government or any court, administrative or regulatory agency or commission or other governmental authority or agency, domestic or foreign (a "GOVERNMENTAL ENTITY"), is required by the Company or any of its subsidiaries in connection with the execution and delivery of this Agreement by the Company or the consummation by the Company of the transactions contemplated by this Agreement, except for (i) the filing with the Federal Trade Commission and the Antitrust Division of the Department of Justice (the "SPECIFIED AGENCIES") of a premerger notification and report form by the Company under the Hart-Xxxxx-Xxxxxx Xxxitrust Improvements Act of 1976 (xxx "XXX XXX"), (xx) xxx filing with the Securities and Exchange Commission (the "SEC") of (x) the Proxy Statement (as defined in Section 5.1) and (y) such reports under the Securities Exchange Act of 1934, as amended (the "EXCHANGE ACT"), as may be required in connection with this Agreement and the transactions contemplated by this Agreement, (iii) the filing of the articles of merger with the Secretary of State of the State of Nevada and appropriate documents with the relevant authorities of other states in which the Company is qualified to do business, (iv) the filing with and the approval by all applicable gaming regulatory bodies and all applicable lottery regulatory bodies in jurisdictions where the Company or its subsidiaries are engaged in business and (v) such other consents, approvals, orders, authorizations, registrations, declarations and filings the failure of which to be obtained or made would not have a Material Adverse Effect on the Company, impair in any material respect the ability of the Company to perform its obligations under this Agreement or prevent or materially delay the consummation of any of the transactions contemplated by this Agreement. Neither the Company nor any subsidiary of the Company nor any director or officer of the Company or any subsidiary of the Company has received any written claim, demand, notice, complaint, court order or administrative order from any Governmental Entity in the past three years, asserting that a license of it or them, as applicable, under any Gaming Laws (as defined in Section 3.1(o)) or under any Lottery Laws (as defined in Section 3.1(o)) is being or may be revoked or suspended other than such claims, demands, notices, complaints, court orders or administrative orders which would not have a Material Adverse Effect on the Company.

Authority; Noncontravention. The Company has all requisite corporate power and authority to enter into this Agreement and Agreement, and, subject to the Stockholder Approval, to consummate the transactions contemplated by this Agreement. The execution and delivery of this Agreement by the Company and the consummation by the Company of the transactions contemplated hereby have been (or at Closing will have been) duly authorized by all necessary corporate action on the part of the Company, subject, in the case of the Merger, to the Stockholder Approval. This Agreement has been duly executed and when delivered by the Company shall constitute a Company, and, assuming the due authorization, execution and delivery by Parent and Merger Sub, constitutes the legal, valid and binding obligation of the Company, enforceable against the Company and the selling shareholders, as applicable, in accordance with its terms, except as such the enforcement thereof may be limited by applicable bankruptcy, insolvency insolvency, reorganization, moratorium or other similar laws generally affecting the enforcement rights of creditors’ rights generally or by creditors and subject to general principles of equityequity principles. The execution and delivery of this Agreement do does not, and the consummation of the transactions contemplated by this Agreement and compliance with the provisions hereof of this Agreement will not, (i) conflict withwith the certificate of incorporation or by-laws (or comparable organizational documents) of any of the Company Entities, or (ii) result in any breach or breach, violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or creation or acceleration of or “put” right with respect to any obligation or to right of a third party or loss of a material benefit under, or result in the creation of any lien Lien upon any of the properties or assets of any of the Company Entities under, (i) the Company’s articles of incorporation or bylaws, if any, (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise franchise, license or license other authorization applicable to any of the Company, its Company Entities or their respective properties or assets, assets or (iii) subject to the governmental filings and other matters referred to in the following sentence, conflict with or violate any judgment, order, decree, statute, law, ordinance, rule, regulation decree or arbitration award Law applicable to any of the Company, its Company Entities or their respective properties or assets, other than, in the case of clauses (ii) and (iii), any such conflicts, breaches, violations, defaults, rights, losses or liens that Liens that, individually or in the aggregate could aggregate, would not reasonably be expected to have or result in a material adverse effect on the Company and that would not prevent or materially delay consummation of the transactions contemplated by this Agreement. No consent, approval, order or authorization of, action by or in respect of, or registration, declaration or filing with, any federal, state or local or foreign government, any court, administrative, regulatory or other governmental agency, commission or authority or any non-governmental United States or foreign self-regulatory agency, commission or authority or any arbitral tribunal (each, a "GOVERNMENTAL ENTITY") or any third party is required by the Company in connection with respect to the execution and delivery of this Agreement by the Company or could the consummation by the Company of the transactions contemplated hereby, except for: (i) the filing with the Securities and Exchange Commission (the "SEC") of (A) a proxy statement relating to the Stockholders Meeting (such proxy statement, as amended or supplemented from time to time, the "PROXY STATEMENT") and (B) such reports under Section 13(a), 13(d), 15(d) or 16(a) or such other applicable sections of the Exchange Act, as may be required in connection with this Agreement and the transactions contemplated hereby, including but not preventlimited to a filing on Form 8-K announcing the transactions contemplated by this Agreement; (ii) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware; (iii) the consents, hinder approvals, orders or authorizations set forth on Section 3.1(d) of the Company Disclosure Letter; and (iv) such consents, approvals, orders or authorizations the failure of which to be made or obtained, individually or in the aggregate, would not reasonably be expected to have or result in a material adverse effect on the Company and would not prevent or materially delay the ability consummation of the Company to consummate the transactions contemplated by this Agreement.

Authority; Noncontravention. The Company has all the requisite corporate power and authority to enter into this Agreement and to consummate the transactions contemplated by this Agreement. The execution and delivery of this Agreement by the Company and the consummation by the Company of the transactions contemplated hereby by this Agreement have been (or at Closing will have been) duly authorized by all necessary corporate action on the part of the Company. This Agreement has been duly executed and when delivered by the Company shall constitute and, assuming this Agreement constitutes a valid and binding agreement of Parent and Sub, constitutes a valid and binding obligation of the Company, enforceable against the Company and the selling shareholders, as applicable, in accordance with its terms, except as such enforcement may be limited by subject to (i) judicial principles limiting the availability of specific performance, injunctive relief and other equitable remedies, and (ii) bankruptcy, insolvency or insolvency, reorganization, moratorium and other similar laws affecting the enforcement of creditors’ rights generally now or by general principles of equityhereafter in effect. The execution and delivery of this Agreement do does not, and the consummation of the transactions contemplated by this Agreement and compliance with the provisions hereof of this Agreement will not, conflict with, or result in any breach or violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation cancellation, modification or acceleration of or “put” right with respect to any obligation or to a loss of a material benefit under, or result in the creation of any lien or encumbrance upon any of the properties or assets of the Company under, (i) the Certificate of Incorporation or Bylaws of the Company’s articles of incorporation or bylaws, if any, (ii) except as disclosed in Section 4.1(d) of the Disclosure Schedule, any loan or credit agreement, note, bond, mortgage, indenture, lien, lease or any other contract, agreement, instrument, permit, commitment, concession, franchise or license applicable to the Company, Company or its properties or assets, or (iii) subject to the governmental filings and other matters referred to in the following sentence, any judgment, order, decree, statute, law, ordinance, rule, rule or regulation or arbitration award applicable to the Company, Company or its properties or assets. Except as set forth in Section 4.1(d) of the Disclosure Schedule, no consent, approval, franchise, order, license, permit, waiver or authorization of, or registration, declaration or filing with or exemption, notice, application, or certification by or to (collectively, "Consents") any federal, state or local government or any arbitrable panel or any court, tribunal, administrative or regulatory agency or commission or other thangovernmental authority, in the case of clauses department, bureau, commission or agency, domestic or foreign (ii) and (iiia "Governmental Entity"), any such conflicts, breaches, violations, defaults, rights, losses is required by or liens that individually or in the aggregate could not have a material adverse effect with respect to the Company or could not prevent, hinder or materially delay in connection with the ability execution and delivery of this Agreement by the Company to consummate or the consummation by the Company of the transactions contemplated by this Agreement, except for (i) the required consents listed on Section 4.1(d) of the Disclosure Schedule, (ii) the filing of the Agreement of Merger and required officers' certificates in accordance with the DGCL and similar documents with the relevant authorities of other states in which the Company is qualified to do business and (iii) the filing of a notification and report form in compliance with Hart-Xxxxx-Xxxxxx Xxxitrust Improvements Act of 1976, and any rules and regulations promulgated thereunder (the "H-S-R Act").

Authority; Noncontravention. The Company has all the requisite corporate power and authority to enter into this Agreement and to consummate the transactions contemplated by this Agreementcarry out its obligations hereunder. The execution and delivery of this Agreement by the Company and the consummation by the Company of the transactions contemplated hereby have been (or at Closing will have been) duly authorized by all necessary corporate action on the part of the Company, subject, in the case of the Merger, to the approval of its stockholders as set forth in Section 4.2. This Agreement has been duly executed and when delivered by the Company shall constitute and, assuming this Agreement has been duly executed and delivered by Acquiror and Merger Sub, constitutes a valid and binding obligation of the Company, enforceable against the Company and the selling shareholders, as applicable, in accordance with its terms, terms except as such that the enforcement thereof may be limited by (a) bankruptcy, insolvency insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ now or hereafter in effect relating to creditor's rights generally or by and (b) general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity). The Except as disclosed in Section 2.4 of the Disclosure Schedule, the execution and delivery of this Agreement do not, and the consummation of the transactions contemplated by this Agreement and compliance with the provisions hereof will not, (i) conflict with any of the provisions of the Certificate of Incorporation or By-Laws of the Company or the comparable documents of any of the Significant Subsidiaries, (ii) subject to the governmental filings and other matters referred to in the following sentence, conflict with, or result in any a breach or violation of, of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of or “put” right with respect to any obligation or to a loss of a material benefit under, or result in require the creation consent of any lien upon any of the properties or assets of the Company person under, (i) the Company’s articles of incorporation or bylaws, if any, (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease indenture or other agreement, instrument, permit, concession, franchise franchise, license or license applicable similar instrument or undertaking to which the CompanyCompany or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries or any of their assets is bound or affected or result in the creation or imposition of any lien, claim or encumbrance on any asset of the Company or any of its properties or assetsSubsidiaries, or (iii) subject to the governmental filings and other matters referred to in the following sentence, contravene any law, rule or regulation of any state or of the United States or any political subdivision thereof or therein, or any order, writ, judgment, orderinjunction, decree, statutedetermination or award currently in effect, law, ordinance, rule, regulation or arbitration award applicable to the Company, its properties or assets, other thansubject, in the case of clauses clause (ii) and (iii), any such to those conflicts, breaches, violationsdefaults and similar matters, defaultswhich, rights, losses or liens that individually or in the aggregate could aggregate, would not have a material adverse effect Material Adverse Effect nor materially and adversely affect the Company's ability to consummate the transactions contemplated hereby. No consent, approval or authorization of, or declaration or filing with, or notice to, any governmental agency or regulatory body, court, agency, commission, division, department, public body or other authority (a "Governmental Entity") which has not been received or made, is required by or with respect to the Company or could not preventany Significant Subsidiary in connection with the execution and delivery of this Agreement by the Company or the consummation by the Company of the transactions contemplated hereby, hinder or materially delay except for (i) the ability filing of premerger notification and report forms under the Xxxx-Xxxxx- Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act") with respect to the Merger, (ii) the filings and/or notices required under the insurance laws of the jurisdictions set forth in Section 2.3 of the Disclosure Schedule, (iii) the filing with the SEC of (x) a proxy statement relating to the approval by the stockholders of the Company to consummate of the Merger (the "Proxy Statement"), and (y) such reports under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), as may be required in connection with this Agreement and the transactions contemplated by this Agreement, (iv) the filing of the certificate of merger with the Delaware Secretary of State and appropriate documents with the relevant authorities of other states in which the Company is qualified to do business, and (v) such other consents, approvals, authorizations, filings or notices as are set forth in Section 2.4 of the Disclosure Schedule.

Authority; Noncontravention. The Company has all the requisite --------------------------- corporate power and authority to enter into this Agreement and and, subject to the Company Stockholder Approval with respect to the consummation of the Merger, to consummate the transactions contemplated by this Agreementhereby. The execution and delivery of this Agreement by the Company and the consummation by the Company of the transactions contemplated hereby have been (or at Closing will have been) duly authorized by all necessary corporate action on the part of the Company, subject, in the case of the Merger, to the Company Stockholder Approval. This Agreement has been duly executed and when delivered by the Company shall constitute and constitutes a valid and binding obligation of the Company, enforceable against the Company and the selling shareholders, as applicable, in accordance with its terms. Except as disclosed in Section 3.1(d) of the Disclosure Schedule, except as such enforcement may be limited by bankruptcy, insolvency or other similar laws affecting the enforcement of creditors’ rights generally or by general principles of equity. The execution and delivery of this Agreement do does not, and the consummation of the transactions contemplated by this Agreement hereby and compliance with the provisions hereof will not, conflict with, or result in any breach or violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of or “"put” " right with respect to any obligation or to a loss of a material benefit under, or result in the creation of any lien Lien upon any of the properties or assets of the Company or any of its subsidiaries under, (i) the Company’s articles Certificate of incorporation Incorporation or bylaws, if anyBylaws of the Company or the comparable charter or organizational documents of any of its subsidiaries, (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise or license applicable to the Company, Company or any of its subsidiaries or their respective properties or assets, assets or (iii) subject to the governmental filings and other matters referred to in the following sentence, any judgment, order, decree, statute, law, ordinance, rule, regulation or arbitration award applicable to the Company, Company or any of its subsidiaries or their respective properties or assets, other than, in the case of clauses (ii) and (iii), any such conflicts, breaches, violations, defaults, rights, losses or liens Liens that individually or in the aggregate could not have a material adverse effect with respect to the Company or could not prevent, hinder or materially delay the ability of the Company to consummate the transactions contemplated by this Agreement. No consent, approval, order or authorization of, or registration, declaration or filing with, or notice to, any Federal, state or local government or any court, administrative agency or commission or other governmental authority or agency, domestic or foreign (a "Governmental Entity"), is required by or with respect to the Company or any of its subsidiaries in connection with the execution and delivery of this Agreement by the Company or the consummation by the Company of the transactions contemplated hereby, except for (i) the filing of a premerger notification and report form by the Company under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act"), (ii) the filing with the SEC of (y) a proxy statement relating to the Company Stockholder Approval (such proxy statement as amended or supplemented from time to time, the "Proxy Statement"), and (z) such reports under the Exchange Act as may be required in connection with this Agreement and the transactions contemplated by this Agreement, (iii) the filing of the Certificate of Merger with the Department of State of the State of New York, and appropriate documents with the relevant authorities of other states in which the Company is qualified to do business and (iv) such other consents, approvals, orders, authorizations, registrations, declarations, filings or notices as are set forth in Section 3.1(d) of the Disclosure Schedule.

Authority; Noncontravention. The Company has all the requisite corporate and other power and authority to enter into this Agreement and to consummate the transactions contemplated by this AgreementMerger. The execution and delivery of this Agreement by the Company and the consummation by the Company of the transactions contemplated hereby have been (or at Closing will have been) duly authorized by all necessary corporate action on the part of the Company. This Agreement has been duly executed and when delivered by the Company shall constitute and constitutes a valid and binding obligation of the Company, enforceable against the Company and the selling shareholders, as applicable, in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency or other similar laws affecting the enforcement of creditors’ rights generally or by general principles of equity. The execution and delivery of this Agreement do not, and the consummation of the transactions contemplated by this Agreement and compliance with the provisions hereof will not, conflict with, or result in any breach or violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of or “"put” " right with respect to any obligation or to a loss of a material benefit under, or result in the creation of any lien upon any of the properties or assets of the Company under, (i) the Articles of Incorporation or Bylaws of the Company’s articles of incorporation or bylaws, if any, (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise or license applicable to the Company, its properties or assets, or (iii) subject to the governmental filings and other matters referred to in the following sentence, any judgment, order, decree, statute, law, ordinance, rule, regulation or arbitration award applicable to the Company, its properties or assets. No consent, approval, order or authorization of, or registration, declaration or filing with, or notice to, any federal, state or local government or any court, administrative agency or commission or other thangovernmental authority, in the case of clauses agency, domestic or foreign (ii) and (iiia "Governmental Entity"), any such conflicts, breaches, violations, defaults, rights, losses is required by or liens that individually or in the aggregate could not have a material adverse effect with respect to the Company or could not prevent, hinder or materially delay in connection with the ability execution and delivery of this Agreement by the Company to consummate or the consummation by the Company of the transactions contemplated by hereby, except, with respect to this Agreement, for the filing of the Articles of Merger with the Secretaries of Delaware.

Authority; Noncontravention. The Company GB has all requisite corporate power and authority to enter into this Agreement and to consummate the transactions contemplated by this Agreement. The execution and delivery of this Agreement by the Company and the consummation by the Company of the transactions contemplated hereby by this Agreement have been (or at Closing will have been) duly authorized by all necessary corporate action on the part of the CompanyGB. This Agreement has been duly executed and when delivered by the Company shall constitute GB and, assuming this Agreement constitutes a valid and binding agreement of CKE, constitutes a valid and binding obligation of the CompanyGB, enforceable against the Company and the selling shareholders, as applicable, it in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency or other similar laws affecting the enforcement of creditors’ rights generally or by general principles of equity. The execution and delivery of this Agreement do not, and the consummation of the transactions contemplated by this Agreement and compliance with the provisions hereof of this Agreement will not, conflict with, or result in any breach or violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation cancellation, modification or acceleration of any rights or “put” right with respect to any obligation or to a loss of a material benefit under, or result in the creation of any lien Lien upon any of the properties or assets of the Company GB under, (i) the Company’s articles its Certificate of incorporation Incorporation or bylaws, if anybylaws of GB, (ii) except as to be disclosed in Section 3.2(c) of the GB's Disclosure Schedule, any loan or credit agreement, note, bond, mortgage, indenture, lease leases or other contract, agreement, instrument, permit, concession, franchise or license applicable to the Company, GB or its properties or assets, assets or (iii) subject to the governmental filings and other matters referred to in the following sentence, any judgment, order, decree, statute, law, ordinance, rule, rule or regulation or arbitration award applicable to the Company, GB or its properties or assets, other than, in the case of clauses (ii) and (iii), than any such conflicts, breachesviolations or defaults that, violations, defaults, rights, losses or liens that individually or in the aggregate could aggregate, would not have a material adverse effect GB Material Adverse Effect. Other than those Consents referred to in the GB Disclosure Schedule, no Consent of any Governmental Entity is required by or with respect to GB in connection with the Company execution and delivery of this Agreement or could not prevent, hinder or materially delay the ability consummation by GB of the Company to consummate any of the transactions contemplated by this Agreement, except for (i) the Consents disclosed in Section 3.2(b) of the GB Disclosure Schedule, (ii) compliance with applicable requirements of the Exchange Act, Securities Act and applicable Blue Sky Laws, and (iii) such other Consents as to which the failure to obtain or make, individually or in the aggregate, could not reasonably be expected to have a GB Material Adverse Effect.

Authority; Noncontravention. The Company has all requisite corporate power and authority to enter into execute, deliver and perform its obligations under this Agreement and and, subject to the Company Stockholder Approval (as defined in Section 3.01(l)), to consummate the transactions contemplated by this Agreement, including the Merger (collectively, the “Transactions”). The execution execution, delivery and delivery performance of this Agreement by the Company and the consummation by the Company of the transactions contemplated hereby Transactions have been (or at Closing will have been) duly authorized by all necessary corporate action on the part of the Company, subject to the Company Stockholder Approval. This Agreement has been duly executed and when delivered by the Company shall constitute and, assuming the due authorization, execution and delivery by Parent and Purchaser, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company and the selling shareholders, as applicable, in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency or other similar laws affecting the enforcement of creditors’ rights generally or by general principles of equity. The execution and delivery of this Agreement do does not, and the consummation of the transactions contemplated by this Agreement Transactions and compliance with the provisions hereof of this Agreement will not, conflict with, or result in any breach or violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of or “put” right with respect to any obligation or to a loss of a material benefit under, or result in the creation of any lien Lien upon any of the properties or assets of the Company or the Company Subsidiary under, (i) the Company’s articles certificate of incorporation or bylaws, if anyby-laws of the Company or the Company Subsidiary, (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreementcontract, instrument, permit, concession, franchise or license applicable to which the Company or the Company Subsidiary is a party or by which the Company, its the Company Subsidiary or the Company’s or the Company Subsidiary’s properties or assets, assets is bound or affected or (iii) subject to the governmental filings and other matters referred to in the following sentence, any judgment, order, decree, statute, law, ordinance, rule, rule or regulation or arbitration award applicable to the Company, its the Company Subsidiary or the Company’s or the Company Subsidiary’s properties or assets, other than, in the case of clauses (ii) and (iii), any such conflicts, breaches, violations, defaults, rights, losses or liens that Liens that, individually or in the aggregate could aggregate, would not (x) have a material adverse effect with respect to on the Company or could not prevent, hinder (y) reasonably be expected to materially impair or materially delay the ability of the Company to consummate the transactions contemplated by this Agreement.perform its obligations under this

Authority; Noncontravention. The Company has all the requisite corporate and other power and authority to enter into this Agreement and to consummate the transactions contemplated by this AgreementMerger. The Subject to obtaining the Company Shareholder Approval (as defined in Section 3.01(o)), the execution and delivery of this Agreement by the Company and this Agreement, the merger and the consummation by the Company of the transactions contemplated hereby have been (or at Closing will have been) duly authorized by all necessary corporate action on the part of the Company. This Agreement has been duly executed and when delivered by the Company shall constitute and constitutes a valid and binding obligation of the Company, enforceable against the Company and the selling shareholders, as applicable, in accordance with its terms, except as such enforcement may be limited by subject to applicable bankruptcy, insolvency insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally or by and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law. The execution and delivery of this Agreement do not, and the consummation of the transactions contemplated by this Agreement and compliance with the provisions hereof will not, conflict with, or result in any breach or violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of or “put” right with respect to any obligation or to a loss of a material benefit under, or result in the creation of any lien upon any of the properties or assets of the Company under, (i) the Articles of Incorporation or Bylaws of the Company’s articles of incorporation or bylaws, if any, (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise or license applicable to the Company, its properties or assets, or (iii) subject to the governmental filings and other matters referred to in the following sentence, any judgment, order, decree, statute, law, ordinance, rule, regulation or arbitration award applicable to the Company, its properties or assets, other than, in the case of clauses (ii) and (iii), any such conflicts, breaches, violations, defaults, rights, losses or liens that individually or in the aggregate could not have a material adverse effect with respect to the Company or could not prevent, hinder or materially delay the ability of the Company to consummate the transactions contemplated by this Agreement. No consent, approval, order or authorization of, or registration, declaration or filing with, or notice to, any federal, state or local government or any court, administrative agency or commission or other governmental authority, agency, domestic or foreign (a “Governmental Entity”), is required by or with respect to the Company in connection with the execution and delivery of this Agreement by the Company or the consummation by the Company of the transactions contemplated hereby, except, with respect to this Agreement, for the filing of the Texas Articles of Merger with the Secretary of State of the State of Texas and the filing of the Nevada Articles of Merger with the Secretary of State of the State of Nevada.

Authority; Noncontravention. The Company has all the requisite corporate power and authority to enter into this Agreement and and, subject to Company Shareholder Approval, to consummate the transactions contemplated by this Agreementhereby. The Offer, the execution and delivery of this Agreement by the Company and the consummation by the Company of the transactions contemplated hereby and thereby have been (or at Closing will have been) duly authorized by Company's Board of Directors, which constitutes all necessary corporate action on the part of Company, subject, in the Companycase of the Merger, to Company Shareholder Approval. This Agreement has been duly executed and when delivered by the Company shall constitute and constitutes a valid and binding obligation of the Company, enforceable against the Company and the selling shareholders, as applicable, in accordance with its terms, except as such enforcement to the extent that its enforceability may be limited by applicable bankruptcy, insolvency insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ ' rights generally or by general equitable or fiduciary principles (the "Enforceability Exception"). Except as disclosed in Section 4.4 of equity. The the Disclosure Schedule, the execution and delivery by Company of this Agreement do does not, and the consummation by Company of the transactions contemplated by the Offer and this Agreement and compliance by Company with the provisions hereof will not, conflict with, or result in (a) any breach or violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation cancellation, acceleration or acceleration of or “"put” right ", with respect to any obligation or to a (b) the loss of a material benefit under, or result in other right or (c) the creation of any lien Lien upon any of the properties or assets of the Company or any of its Subsidiaries under, (i) the Company’s articles Restated Articles of incorporation Incorporation, as amended, or bylawsBylaws, if anyas amended, of Company or the comparable organizational documents of any of its Subsidiaries, (ii) any loan or credit agreement, note, note purchase agreement, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise or license applicable to the Company, Company or any of its Subsidiaries or their respective properties or assets, assets or (iii) subject to the governmental filings and other matters set forth in Section 4.4 of the Disclosure Schedule or referred to in the following sentence, any judgment, order, decree, statute, law, ordinance, rule, regulation or arbitration award applicable to the Company, Company or any of its Subsidiaries or their respective properties or assets, other than, in the case of clauses (ii) and (iii), any such conflicts, breaches, violations, defaults, rights, losses or liens Liens that individually or in the aggregate could would not have a material adverse effect with respect to the Company Material Adverse Effect or could would not prevent, hinder prevent or materially delay the ability of the Company and/or MergerCo to consummate the transactions contemplated by this Agreement if not cured or waived by the Closing Date. No consent, approval, order or authorization of, or registration, declaration or filing with, or notice to, any Federal, state or local government or any domestic court, administrative agency or commission or other governmental authority or agency (a "Governmental Entity"), or any other person under any material agreement, indenture or other instrument to which Company or any Subsidiary is a party or to which any of its properties is subject, is required by or with respect to Company or any of its Subsidiaries in connection with the execution and delivery of this Agreement by Company or the consummation by Company of the transactions contemplated hereby, except for (i) the filing of a pre-merger notification and report form by Company under the Hart-Xxxxx-Xxxxxx Xxxitrust Improvements Act of 1976, as amended (the "HSR Act"), (ii) the filing with the SEC of (x) a proxy statement or other information statement under Section 14(c) of the Exchange Act relating to Company Shareholder Approval (such proxy statement as amended or supplemented from time to time, the "Proxy Statement"), and (y) such reports under the Exchange Act as may be required in connection with the Offer and this Agreement and the transactions contemplated by this Agreement, (iii) the filing of the Articles of Merger with the Secretary of the State of Texas and appropriate documents with the relevant authorities of other states in which Company is qualified to do business and (iv) such other consents, approvals, orders, authorizations, registrations, declarations, filings or notices as are set forth in Section 4.4 of the Disclosure Schedule and which the failure to obtain or make would not, individually or in the aggregate, have a Material Adverse Effect.

Authority; Noncontravention. The Company has all the requisite corporate power and authority to enter into execute and deliver this Agreement and and, subject to receipt of the Stockholder Approval, to consummate the transactions contemplated by this Agreement. The execution and delivery of this Agreement by the Company and the consummation by the Company of the transactions contemplated hereby by this Agreement have been (or at Closing will have been) duly authorized by all necessary corporate action on the part of the CompanyCompany and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or to consummate the transactions contemplated hereby, subject, in each case, to receipt of the Stockholder Approval. This Agreement has been duly executed and when delivered by the Company shall constitute and constitutes a valid and binding obligation of the Company, enforceable against the Company and the selling shareholders, as applicable, in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency or other similar laws affecting the enforcement of creditors’ rights generally or by general principles of equity. The execution and delivery of this Agreement do not, and the consummation of the transactions contemplated by this Agreement and compliance with the provisions hereof of this Agreement will not, conflict with, or result in any breach or violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation cancelation or acceleration of or “put” right with respect to any obligation or to a loss of a material benefit under, or result in the creation of any lien pledge, claim, lien, charge, encumbrance or security interest of any kind or nature whatsoever (collectively, "Liens") in or upon any of the properties or assets of the Company under, any provision of (i) the Restated Certificate of Incorporation or Bylaws of the Company’s articles of incorporation or bylaws, if any, (ii) any loan or credit agreement, bond, note, bond, mortgage, indenture, lease or other material contract, agreement, instrument, permit, concession, franchise or license applicable to the Company, Company or its properties or assets, assets or (iii) subject to the governmental filings and other matters referred to in the following sentence, any judgment, order, decree, (A) statute, law, ordinance, rule, rule or regulation or arbitration award (B) judgment, order or decree, in each case, applicable to the Company, Company or its properties or assets, other than, in the case of clauses (ii) and (iii), any such conflicts, breaches, violations, defaults, rights, losses rights or liens Liens that 18 13 individually or in the aggregate could would not (x) have a material adverse effect with on the Company, (y) impair in any material respect to the Company or could not prevent, hinder or materially delay the ability of the Company to consummate perform its obligations under this Agreement or (z) prevent or materially delay the consummation of any of the transactions contemplated by this Agreement. No consent, approval, order or authorization of, or registration, declaration or filing with, any Federal, state or local government or any court, administrative agency or commission or other governmental authority or agency, domestic or foreign (a "Governmental Entity"), is required by or with respect to the Company in connection with the execution and delivery of this Agreement by the Company or the consummation by the Company of the Merger or the other transactions contemplated by this Agreement, except for (1) the filing of a premerger notification and report form by the Company under the Hart-Xxxxx-Xxxxxx Xxxitrust Improvements Act of 1976, as amended (the "HSR Act"), (2) the filing with the Securities and Exchange Commission (the "SEC") of a proxy statement relating to the approval by the Company's stockholders of this Agreement (as amended or supplemented from time to time, the "Proxy Statement") and such reports under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), as may be required in connection with this Agreement and the transactions contemplated by this Agreement, (3) the filing of the Certificate of Merger with the Delaware Secretary of State and appropriate documents with the relevant authorities of other states in which the Company is qualified to do business and (4) such other consents, approvals, orders, authorizations, registrations, declarations and filings the failure of which to be obtained or made would not, individually or in the aggregate, have a material adverse effect on the Company or prevent or materially delay the consummation of any of the transactions contemplated by this Agreement.

Authority; Noncontravention. The Company has all requisite corporate power and authority to enter into this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by this Agreementall necessary corporate action on the part of the Company and its stockholders. This Agreement has been duly executed and delivered by the Company and constitutes the valid and binding obligation of the Company enforceable against the Company in accordance with its terms. The execution and delivery of this Agreement by the Company and the consummation by the Company of the transactions contemplated hereby have been (or at Closing will have been) duly authorized by all necessary action on the part of the Company. This Agreement has been duly executed and when delivered by the Company shall constitute a valid and binding obligation of the Company, enforceable against the Company and the selling shareholders, as applicable, in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency or other similar laws affecting the enforcement of creditors’ rights generally or by general principles of equity. The execution and delivery of this Agreement do does not, and the consummation of the transactions contemplated by this Agreement and compliance with the provisions hereof hereby will not, (i) result in the creation of a lien on any properties or assets of the Company or any of its Subsidiaries or (ii) conflict with, or result in any breach or violation of, or default under (with or without notice or lapse of time, or both) under), or give rise to a right of termination, cancellation cancellation, renegotiation or acceleration of or “put” right with respect to any obligation or to a loss of a material any benefit under, or result require any consent, approval or waiver from any Person in the creation of accordance with, (A) any lien upon any provision of the properties or assets organizational documents of the Company under, or any of its Subsidiaries or (i) the Company’s articles of incorporation or bylaws, if any, (iiB) any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreementContract, instrument, permit, concession, franchise or license applicable to the Company, its properties or assets, or (iii) subject to the governmental filings and other matters referred to in the following sentence, any judgment, order, decree, statute, law, ordinance, rule, rule or regulation or arbitration award applicable to the Company, Company or any of its Subsidiaries or any of their respective properties or assets. No consent, approval, order or authorization of, or registration, declaration or filing with, any government, any court, tribunal, arbitrator, administrative agency, commission or other thangovernmental official, authority or instrumentality, in the each case of clauses (ii) and (iii)whether domestic or foreign, any such conflictsstock exchange or similar self-regulatory organization or any quasi-governmental or private body exercising any regulatory, breaches, violations, defaults, rights, losses taxing or liens that individually other governmental or in the aggregate could not have quasi-governmental authority (each a material adverse effect “Governmental Entity”) or third party is required by or with respect to the Company or could not prevent, hinder any of its Subsidiaries in connection with the execution and delivery of this Agreement or materially delay the ability consummation of the Company to consummate the transactions contemplated by this Agreementhereby, except for the filing of the Certificate of Merger.

Authority; Noncontravention. The Company has all the requisite corporate and other power and authority to enter into this Agreement and and, subject to the Company Stockholder Approval with respect to the consummation of the Merger, to consummate the transactions contemplated by this Agreementhereby. The Offer, the execution and delivery of this Agreement by the Company and the consummation by the Company of the transactions contemplated hereby and thereby have been (or at Closing will have been) duly authorized by the Company's Board of Directors, which constitutes all necessary corporate action on the part of the Company, subject, in the case of the Merger, to the Company Stockholder Approval. This Agreement has been duly executed and when delivered by the Company shall constitute and constitutes a valid and binding obligation of the Company, enforceable against the Company and the selling shareholders, as applicable, in accordance with its termsterms subject, except as such enforcement may be limited by to enforceability, to bankruptcy, insolvency insolvency, reorganization and other laws of general applicability relating to or other similar laws affecting the enforcement of creditors’ ' rights generally or by and to general principles of equity. The Except for the Company's credit facility and except as disclosed in Section 4.4 of the Disclosure Schedule, the execution and delivery of this Agreement do does not, and the consummation of the transactions contemplated by the Offer and this Agreement and compliance with the provisions hereof will not, conflict with, or result in (a) any breach or violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation cancellation, acceleration or acceleration of or “"put” right ", with respect to any obligation or to a (b) the loss of a material benefit under, or result in other right or (c) the creation of any lien Lien upon any of the properties or assets of the Company or any of its Subsidiaries under, (i) the Company’s articles Restated Articles of incorporation Organization, as amended, or bylawsBy-laws, if anyas amended, of the Company or the comparable organizational documents of any of its Subsidiaries, (ii) any loan or credit agreement, note, note purchase agreement, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise or license applicable to the Company, Company or any of its Subsidiaries or their respective properties or assets, assets or (iii) subject to the governmental filings and other matters referred to in the following sentence, any judgment, order, decree, statute, law, ordinance, rule, regulation or arbitration award applicable to the Company, Company or any of its Subsidiaries or their respective properties or assets, other than, in the case of clauses (i), (ii) and (iii), any such conflicts, breaches, violations, defaults, rights, losses or liens Liens that individually or in the aggregate could would not have a material adverse effect Material Adverse Effect with respect to the Company or could would not prevent, hinder or materially delay the ability of the Company and/or MergerCo to consummate the transactions contemplated by this Agreement if not cured or waived by the Closing Date. No consent, approval, order or authorization of, or registration, declaration or filing with, or notice to, any Federal, state or local government or any court, administrative agency or commission or other governmental authority or agency, domestic or foreign (a "Governmental Entity"), or any other person under any material agreement, indenture or other instrument to which the Company or any Subsidiary is a party or to which any of its properties is subject, is required by or with respect to the Company or any of its Subsidiaries in connection with the execution and delivery of this Agreement by the Company or the consummation by the Company of the transactions contemplated hereby, except for (i) the filing of a pre-merger notification and report form by the Company under the Hart-Xxxxx-Xxxxxx Xxxitrust Improvements Act of 1976, as amended (the "HSR Act"), (ii) the filing with the SEC of (x) a proxy statement relating to the Company Stockholder Approval (such proxy statement as amended or supplemented from time to time, the "Proxy Statement"), and (y) such reports under the Exchange Act as may be required in connection with the Offer and this Agreement and the transactions contemplated by this Agreement., (iii) the filing of the Certificate of Merger with the Secretary of the Commonwealth of Massachusetts and appropriate documents

Authority; Noncontravention. The Company has all requisite corporate power and authority to enter into this Agreement and and, subject to the Company Shareholder Approval, to consummate the transactions contemplated by this Agreement. The Board of Directors of the Company has unanimously approved this Agreement and the transactions contemplated by this Agreement, and has resolved to recommend to the Company's shareholders that they give the Company Shareholder Approval. The execution and delivery of this Agreement by the Company and the consummation by the Company of the transactions contemplated hereby by this Agreement have been (or at Closing will have been) duly authorized by all necessary corporate action on the part of the Company, subject to the Company Shareholder Approval. This Agreement has been duly executed and when delivered by the Company shall constitute and, assuming the due authorization, execution and delivery by each of the other parties hereto, constitutes a valid and binding obligation of the Company, enforceable against the Company and the selling shareholders, as applicable, in accordance with its terms, except as such enforcement may be limited by terms (subject to bankruptcy, insolvency insolvency, moratorium, reorganization or other similar laws affecting the enforcement rights of creditors’ rights creditors generally or by general principles and the availability of equityequitable remedies). The execution and delivery of this Agreement do not, and the consummation of the transactions contemplated by this Agreement and compliance with the provisions hereof of this Agreement will not, not conflict with, or result in any breach or violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation termination or acceleration of or “put” right with respect to any obligation or to a loss of a any material benefit rights under, or result in the creation of any lien Lien upon any of the properties or assets of the Company or any Company Subsidiary under, (i) the Company’s articles Second Amended and Restated Articles of incorporation Incorporation or bylaws, if anyCode of Regulations of the Company or the comparable organizational documents of any Company Subsidiary, (ii) any contract, permit, license, loan or credit agreement, note, bond, mortgage, indenture, lease or other property agreement, instrumentpartnership or joint venture agreement or other legally binding agreement, permitwhether oral or written (a "Contract"), concession, franchise or license applicable to the Company, its Company or any Company Subsidiary or their respective properties or assets, assets or (iii) subject to the governmental filings and the obtaining of the Company Shareholder Approval and other matters referred to in the following sentence, any judgment, order, decree, statute, law, ordinance, rule, rule or regulation or arbitration award applicable to the Company, its Company or any Company Subsidiary or their respective properties or assets, other than, in the case of clauses (ii) and (iii), any such conflicts, breaches, violations, defaults, rights, losses rights or liens Liens that individually or in the aggregate could would not have a material adverse effect Company Material Adverse Effect. No consent, approval, order or authorization of, or registration or filing with, any Federal, state or local government or any court, administrative agency or commission or other governmental authority or agency, domestic or foreign (a "Governmental Entity"), is required by or with respect to the Company or could not prevent, hinder or materially delay any Company Subsidiary in connection with the ability execution and delivery of this Agreement by the Company to consummate or the consummation by the Company of the transactions contemplated by this Agreement, except for (i) the filing of a premerger notification and report form by the Company under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR ACT"), (ii) the filing with the Securities and Exchange Commission ( the "SEC") of (A) a joint proxy statement relating to the Company Shareholders Meeting and the Parent Stockholders Meeting (as amended or supplemented from time to time, the "Joint Proxy Statement") and (B) such reports under Section 12 or 13(a) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), as may be required in connection with this Agreement and the transactions contemplated by this Agreement, (iii) the filing of the Certificate of Merger with the Ohio Secretary of State and appropriate documents with the relevant authorities of other states in which the Company is qualified to do business and such filings with Governmental Entities to satisfy the applicable requirements of state securities or "blue sky" laws, (iv) notifications to the NYSE, (v) those that may be required solely by reason of Parent's or Sub's (as opposed to any other third party's) participation in the Merger and the other transactions contemplated by this Agreement and (vi) such other consents, approvals, orders, authorizations, registrations, declarations and filings, including under applicable Environmental Laws, (x) as may be required under the laws of any foreign country in which the Company or any Company Subsidiary conducts any business or owns any property or assets or (y) that, if not obtained or made, would not, individually or in the aggregate, have a Company Material Adverse Effect.

Authority; Noncontravention. The Company has all the requisite corporate and other power and authority to enter into this Agreement and and, subject to the Company Stockholder Approval with respect to the consummation of the Merger, to consummate the transactions contemplated by this Agreementhereby and thereby. The execution and delivery of this Agreement by the Company and the consummation by the Company of the transactions contemplated hereby and thereby have been (or at Closing will have been) duly authorized by all necessary corporate action on the part of the Company, subject, in the case of the Merger, to the Company Stockholder Approval. This Agreement has been duly executed and when delivered by the Company shall constitute and constitutes a valid and binding obligation of the Company, enforceable against the Company and the selling shareholders, as applicable, in accordance with its terms. Except as disclosed in Section 3.01(d) of the Disclosure Schedule, except as such enforcement may be limited by bankruptcy, insolvency or other similar laws affecting the enforcement of creditors’ rights generally or by general principles of equity. The execution and delivery of this Agreement do not, and the consummation of the transactions contemplated by this Agreement and compliance with the provisions hereof will not, conflict with, or result in any breach or violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of or “"put” " right with respect to any obligation or to a loss of a material benefit under, or result in the creation of any lien Lien upon any of the properties or assets of the Company or any of its subsidiaries under, (i) the Company’s articles Certificate of incorporation Incorporation or bylaws, if anyBy-laws of the Company or the comparable charter or organizational documents of any of its subsidiaries, (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise or license applicable to the Company, Company or any of its subsidiaries or their respective properties or assets, assets or (iii) subject to the governmental filings and other matters referred to in the following sentence, any judgment, order, decree, statute, law, ordinance, rule, regulation or arbitration award applicable to the Company, Company or any of its subsidiaries or their respective properties or assets, other than, in the case of clauses (ii) and (iii), any such conflicts, breaches, violations, defaults, rights, losses or liens Liens that individually or in the aggregate could not be reasonably expected to have a material adverse effect with respect to the Company or could not prevent, hinder reasonably be expected to prevent or materially delay the ability of the Company to consummate the transactions contemplated by this Agreement. No consent, approval, order or authorization of, or registration, declaration or filing with, or notice to, any Federal, state or local government or any court, administrative agency or commission or other governmental authority or agency, domestic or foreign (a "Governmental Entity"), is required by or with respect to the Company or any of its subsidiaries in connection with the execution and delivery of this Agreement by the Company or the consummation by the Company of the transactions contemplated hereby or thereby, except, with respect to this Agreement, for (i) the filing of a premerger notification and report form by the Company under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act"), (ii) the filing with the SEC of (y) a proxy statement relating to the Company Stockholder Approval (such proxy statement as amended or supplemented from time to time, together with the proxy statement, if necessary, for the Parent Stockholder Approval, if necessary (as defined in Section 3.02(j)), the "Joint Proxy Statement"), and (z) such reports under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), as may be required in connection with this Agreement and the transactions contemplated by this Agreement, (iii) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, the filing of a certificate of merger with the appropriate authorities in the necessary jurisdictions in the event Parent makes an election referred to in Section 1.01, and appropriate documents with the relevant authorities of other states in which the Company is qualified to do business and (iv) such other consents, approvals, orders, authorizations, registrations, declarations, filings or notices as are set forth in Section 3.01(d) of the Disclosure Schedule.

Authority; Noncontravention. The Company has all requisite corporate power and authority to enter into this Agreement and and, subject to the Company Shareholder Approval, to consummate the transactions contemplated by this Agreement. The Board of Directors of the Company has unanimously approved this Agreement and the transactions contemplated by this Agreement, and has resolved to recommend to the Company's shareholders that they give the Company Shareholder Approval. The execution and delivery of this Agreement by the Company and the consummation by the Company of the transactions contemplated hereby by this Agreement have been (or at Closing will have been) duly authorized by all necessary corporate action on the part of the Company, subject to the Company Shareholder Approval. This Agreement has been duly executed and when delivered by the Company shall constitute and, assuming the due authorization, execution and delivery by each of the other parties hereto, constitutes a valid and binding obligation of the Company, enforceable against the Company and the selling shareholders, as applicable, in accordance with its terms, except as such enforcement may be limited by terms (subject to bankruptcy, insolvency insolvency, moratorium, reorganization or other similar laws affecting the enforcement rights of creditors’ rights creditors generally or by general principles and the availability of equityequitable remedies). The execution and delivery of this Agreement do not, and the consummation of the transactions contemplated by this Agreement and compliance with the provisions hereof of this Agreement will not, not conflict with, or result in any breach or violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation termination or acceleration of or “put” right with respect to any obligation or to a loss of a any material benefit rights under, or result in the creation of any lien Lien upon any of the properties or assets of the Company or any Company Subsidiary under, (i) the Company’s articles Second Amended and Restated Articles of incorporation Incorporation or bylaws, if anyCode of Regulations of the Company or the comparable organizational documents of any Company Subsidiary, (ii) any contract, permit, license, loan or credit agreement, note, bond, mortgage, indenture, lease or other property agreement, instrumentpartnership or joint venture agreement or other legally binding agreement, permitwhether oral or written (a "Contract"), concession, franchise or license applicable to the Company, its Company or any Company Subsidiary or their respective properties or assets, assets or (iii) subject to the governmental filings and the obtaining of the Company Shareholder Approval and other matters referred to in the following sentence, any judgment, order, decree, statute, law, ordinance, rule, rule or regulation or arbitration award applicable to the Company, its Company or any Company Subsidiary or their respective properties or assets, other than, in the case of clauses (ii) and (iii), any such conflicts, breaches, violations, defaults, rights, losses rights or liens Liens that individually or in the aggregate could would not have a material adverse effect Company Material Adverse Effect. No consent, approval, order or authorization of, or registration or filing with, any Federal, state or local government or any court, administrative agency or commission or other governmental authority or agency, domestic or foreign (a "Governmental Entity"), is required by or with respect to the Company or could not prevent, hinder or materially delay any Company Subsidiary in connection with the ability execution and delivery of this Agreement by the Company to consummate or the consummation by the Company of the transactions contemplated by this Agreement, except for (i) the filing of a premerger notification and report form by the Company under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act"), (ii) the filing with the Securities and Exchange Commission (the "SEC") of (A) a joint proxy statement relating to the Company Shareholders Meeting and the Parent Stockholders Meeting (as amended or supplemented from time to time, the "Joint Proxy Statement") and (B) such reports under Section 12 or 13(a) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), as may be required in connection with this Agreement and the transactions contemplated by this Agreement, (iii) the filing of the Certificate of Merger with the Ohio Secretary of State and appropriate documents with the relevant authorities of other states in which the Company is qualified to do business and such filings with Governmental Entities to satisfy the applicable requirements of state securities or "blue sky" laws, (iv) notifications to the NYSE, (v) those that may be required solely by reason of Parent's or Sub's (as opposed to any other third party's) participation in the Merger and the other transactions contemplated by this Agreement and (vi) such other consents, approvals, orders, authorizations, registrations, declarations and filings, including under applicable Environmental Laws, (x) as may be required under the laws of any foreign country in which the Company or any Company Subsidiary conducts any business or owns any property or assets or (y) that, if not obtained or made, would not, individually or in the aggregate, have a Company Material Adverse Effect.

Authority; Noncontravention. The Company has all the requisite corporate power and authority to enter into this Agreement and to consummate the transactions contemplated by this Agreementcarry out its obligations hereunder. The execution and delivery of this Agreement by the Company and the consummation by the Company of the transactions contemplated hereby have been (or at Closing will have been) duly authorized by all necessary corporate action on the part of the Company, subject, in the case of the Merger, to the approval of its stockholders as set forth in Section 4.2. The Board of Directors of the Company has determined that the Merger is advisable and fair to and in the best interests of the stockholders of the Company and has approved (and has resolved to recommend to stockholders for approval) the Merger and this Agreement. This Agreement has been duly executed and when delivered by the Company shall constitute and, assuming this Agreement has been duly executed and delivered by Acquiror, constitutes a valid and binding obligation of the Company, enforceable against the Company and the selling shareholders, as applicable, in accordance with its terms, terms except as such that the enforcement thereof may be limited by (a) bankruptcy, insolvency insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ now or hereafter in effect relating to creditor's rights generally or by and (b) general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity). The Except as disclosed in Section 2.4 of the Disclosure Schedule, the execution and delivery of this Agreement do not, and the consummation of the transactions contemplated by this Agreement and compliance with the provisions hereof will not, (i) conflict with or violate any of the provisions of the Certificate of Incorporation or By-Laws of the Company, (ii) subject to the governmental filings and other matters referred to in the following sentence, conflict with, or result in any a breach or violation of, of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of or “put” right with respect to any obligation or to a loss of a material benefit under, or result in require the creation consent of any lien upon any of the properties or assets of the Company person under, (i) the Company’s articles of incorporation or bylaws, if any, (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease indenture or other agreement, instrument, permit, concession, franchise franchise, lease, contract, license or license applicable similar instrument, obligation or undertaking to which the Company, Company or any of its properties Subsidiaries is a party or assetsby which the Company or any of its Subsidiaries or any of their assets is bound or affected, or (iii) subject to the governmental filings and other matters referred to in the following sentence, contravene any law, rule or regulation of any state or of the United States or any political subdivision thereof or therein, or any order, writ, judgment, orderinjunction, decree, statutedetermination or award currently in effect, law, ordinance, rule, regulation or arbitration award applicable to the Company, its properties or assets, other thansubject, in the case of clauses (ii) and (iii), any such to those conflicts, breaches, violationsdefaults and similar matters, defaultswhich, rights, losses or liens that individually or in the aggregate could aggregate, have not had and would not reasonably be expected to have a material adverse effect Material Adverse Effect, nor materially and adversely affect the Company's ability to consummate the transactions contemplated hereby. No consent, approval or authorization of, or declaration or filing with, or notice to, any governmental agency or regulatory body, court, agency, commission, division, department, public body or other authority (a "Governmental Entity") which has not been received or made, is required by or with respect to the Company or could not preventany Subsidiary in connection with the execution and delivery of this Agreement by the Company or the consummation by the Company of the transactions contemplated hereby, hinder or materially delay except for (i) the ability filing of premerger notification and report forms under the Xxxx- Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act") with respect to the Merger, (ii) the filing with the SEC of (x) a proxy statement relating to the approval by the stockholders of the Company to consummate of the Merger (the "Proxy Statement"), and (y) such reports under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), as may be required in connection with this Agreement and the transactions contemplated by this Agreement, (iii) the filing of the certificate of merger with the Delaware Secretary of State and appropriate documents with the relevant authorities of other states in which the Company is qualified to do business, and (iv) such other consents, approvals, authorizations, filings or notices as are set forth in Section 2.4 of the Disclosure Schedule.

Authority; Noncontravention. The Company has all the requisite corporate power and authority to enter into this Agreement and, subject to approval of this Agreement by the holders of a majority of the voting power of the outstanding Common Stock (the "Shareholder Approval"), to perform its obligations under this Agreement and to consummate the transactions contemplated by this Agreement. The execution execution, delivery and delivery performance of this Agreement by the Company and the consummation by the Company of the transactions contemplated hereby by this Agreement have been (or at Closing will have been) duly authorized by all necessary corporate action on the part of Company, subject to the CompanyShareholder Approval. This Agreement has been duly executed and when delivered by the Company shall constitute and constitutes a valid and binding obligation of the Company, enforceable against the Company and the selling shareholders, as applicable, in accordance with its terms, except as such enforcement may be limited by subject to the effects of bankruptcy, insolvency or insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors' rights generally, and general equitable principles (whether considered in a proceeding in equity or at law). Except as set forth in Section 3.4 of the enforcement of creditors’ rights generally or by general principles of equity. The execution Company Disclosure Letter, the execution, delivery and delivery performance of this Agreement by Company do not, and the consummation of the transactions contemplated by this Agreement and compliance with the provisions hereof of this Agreement will not, conflict with, or result in any breach or violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of or “put” right with respect to any obligation or to a loss of a material benefit under, or result in the creation of any lien Lien upon any of the properties or assets of Company or the Company Subsidiary under, (i) the Company’s articles respective Articles of incorporation Incorporation or bylaws, if any, (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise or license applicable to the Company, its properties or assets, or (iii) subject to the governmental filings and other matters referred to in the following sentence, any judgment, order, decree, statute, law, ordinance, rule, regulation or arbitration award applicable to the Company, its properties or assets, other than, in the case Bylaws of clauses (ii) and (iii), any such conflicts, breaches, violations, defaults, rights, losses or liens that individually or in the aggregate could not have a material adverse effect with respect to the Company or could not prevent, hinder or materially delay the ability of the Company to consummate the transactions contemplated by this Agreement.Subsidiary,

Authority; Noncontravention. The Company Investor has all requisite power and authority to enter into this Agreement and the Registration Rights Agreement and to consummate the transactions contemplated by this AgreementContemplated Transactions. The execution and delivery of this Agreement and the Registration Rights Agreement by the Company Investor and the consummation by the Company Investor of the transactions contemplated hereby Contemplated Transactions have been (or at Closing will have been) duly authorized by all necessary action on the part of the CompanyInvestor. This Each of this Agreement and the Registration Rights Agreement has been duly executed and when delivered by by, and constitutes the Company shall constitute a valid and binding obligation of of, the CompanyInvestor, enforceable against the Company and the selling shareholders, as applicable, Investor in accordance with its terms, except as such enforcement may be limited by subject to the effect of applicable bankruptcy, insolvency or insolvency, reorganization, moratorium and other similar laws affecting the enforcement rights of creditors’ rights creditors generally or by and the effect of general principles of equity. The execution and delivery of this Agreement and the Registration Rights Agreement do not, and the consummation of the transactions contemplated by this Agreement Contemplated Transactions and compliance with the provisions hereof will not, conflict with, or result in any breach or violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of or “"put” " right with respect to any obligation or to a loss of a material benefit under, or result in the creation of any lien Lien upon any of the its or its Subsidiaries' properties or assets of the Company under, (i) the Company’s articles Investor's Certificate of incorporation Formation or bylawsoperating agreement, if anyeach as amended to date, (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease lease, contract or other agreement, instrument, permit, concession, franchise or license applicable to the Company, Investor or any of its properties or assetsassets which is material to the Investor, each as amended to date or (iii) subject to the governmental filings and other matters referred to in the following sentence, any judgment, order, decree, statute, law, ordinance, rule, regulation or arbitration award applicable to the CompanyInvestor, or its properties or assets, other than, in the case of clauses (ii) and (iii), any such conflicts, breaches, violations, defaults, rights, losses or liens Liens that individually or in the aggregate could would not have a material adverse effect with respect to the Company Investor or could would not prevent, prevent or materially hinder or materially delay the ability of the Company Investor to consummate the transactions contemplated Contemplated Transactions. No consent, approval, order or authorization of, or registration, declaration or filing with, or notice to, any Governmental Entity or any other Person is required by or with respect to the Investor or any Subsidiary of Investor in connection with the execution and delivery of this AgreementAgreement or the consummation by the Investor of any of the Contemplated Transactions, except for (i) the HSR Filing, (ii) the filing with the SEC of such reports or schedules under the Exchange Act as may be required in connection with this Agreement and the Contemplated Transactions, (iii) such other consents, approvals, orders, authorizations, registrations, declarations, filings or notices as may be required under the "takeover" or "blue sky" laws of various states and (iv) such other consents, approvals, orders, authorizations, registrations, declarations, filings or notices for which the absence of such would not, individually or in the aggregate, have a Material Adverse Effect.

Authority; Noncontravention. The Company has all requisite power and authority to enter into this Agreement and to consummate the transactions contemplated by this Agreement. The execution and delivery of this Agreement by the Company and the consummation by the Company of the transactions contemplated hereby have been (or at Closing will have been) duly authorized by all necessary action on the part of the Company. This Agreement has been duly executed and when delivered by the Company shall constitute a valid and binding obligation of the Company, enforceable against the Company and the selling shareholdersinterest holders, as applicable, in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency or other similar laws affecting the enforcement of creditors’ rights generally or by general principles of equity. The execution and delivery of this Agreement do not, and the consummation of the transactions contemplated by this Agreement and compliance with the provisions hereof will not, conflict with, or result in any breach or violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of or “put” right with respect to any obligation or to a loss of a material benefit under, or result in the creation of any lien upon any of the properties or assets of the Company under, (i) the Company’s articles of incorporation organization or bylawsorganizational agreement, if any, (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise or license applicable to the Company, its properties or assets, or (iii) subject to the governmental filings and other matters referred to in the following sentence, any judgment, order, decree, statute, law, ordinance, rule, regulation or arbitration award applicable to the Company, its properties or assets, other than, in the case of clauses (ii) and (iii), any such conflicts, breaches, violations, defaults, rights, losses or liens that individually or in the aggregate could not have a material adverse effect with respect to the Company or could not prevent, hinder or materially delay the ability of the Company to consummate the transactions contemplated by this Agreement.

Authority; Noncontravention. The Company has all the requisite corporate power and authority to enter into this Agreement and and, subject to approval of this Agreement by the holders of a majority of the outstanding shares of Company Common Stock, to consummate the transactions contemplated by this Agreement. The Company has all requisite corporate power and authority to enter into the Option Agreement and to consummate the transactions contemplated thereby. The execution and delivery of this Agreement and the Option Agreement by the Company and the consummation by the Company of the transactions contemplated hereby by this Agreement and the Option Agreement have been (or at Closing will have been) duly authorized by all necessary corporate action on the part of the Company, subject, in the case of this Agreement, to approval of this Agreement by the holders of a majority of the outstanding shares of Company Common Stock. This Agreement has and the Option Agreement have been duly executed and when delivered by the Company shall and constitute a valid and binding obligation obligations of the Company, enforceable against the Company and the selling shareholders, as applicable, in accordance with its terms, their terms except as such enforcement enforceability may be limited by bankruptcy, insolvency or bankruptcy and other similar laws affecting the enforcement of creditors’ rights generally or by and general principles of equity. The execution and delivery of this Agreement and the Option Agreement do not, and the consummation of the transactions contemplated by this Agreement and the Option Agreement and compliance with the provisions hereof of this Agreement and the Option Agreement will not, conflict with, or result in any breach or violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation cancelation or acceleration of or “put” right with respect to any obligation or to a loss of a material benefit under, or result in the creation of any lien pledge, claim, lien, charge, encumbrance or security interest of any kind or nature whatsoever (collectively, "Liens") in or upon any of the properties or assets of the Company under, under any provision of (i) the Restated Certificate of Incorporation or By-Laws of the Company’s articles of incorporation or bylaws, if any, (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise or license applicable to the Company, Company or its properties or assets, assets or (iii) subject to the governmental filings and other matters referred to in the following sentence, any judgment, order, decree, (A) statute, law, ordinance, rule, rule or regulation or arbitration award (B) judgment, order or decree applicable to the Company, Company or its properties or assets, other than, in the case of clauses (ii) and (iii), any such conflicts, breaches, violations, defaults, rights, losses rights or liens Liens that individually or in the aggregate could would not (x) have a material adverse effect with on the Company, (y) impair in any material respect to the Company or could not prevent, hinder or materially delay the ability of the Company to consummate perform its obligations under this Agreement or the Option Agreement, or (z) prevent or materially delay the consummation of any of the transactions contemplated by this Agreement or the Option Agreement; (provided that in the case of clauses (y) and (z) as they relate to clause (iii)(B), such representation shall be made only as of the date hereof). No consent, approval, order or authorization of, or registration, declaration or filing with, any Federal, state or local government or any court, administrative agency or commission or other governmental authority or agency, domestic or foreign (a "Governmental Entity"), is required by or with respect to the Company in connection with the execution and delivery of this Agreement or the Option Agreement by the Company or the consummation by the Company of the Merger or the transactions contemplated by the Option Agreement, except for (1) the filing of a premerger notification and report form by the Company under the Xxxx-Xxxxx- Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act"), (2) the filing with the Securities and Exchange Commission (the "SEC") of a proxy statement relating to the approval by the Company's stockholders of this Agreement (as amended or supplemented from time to time, the "Proxy Statement") and such reports under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), as may be required in connection with this Agreement, the Option Agreement and the transactions contemplated by this Agreement and the Option Agreement, (3) the filing of the Certificate of Merger with the Delaware Secretary of State and appropriate documents with the relevant authorities of other states in which the Company is qualified to do business, (4) such filings with and approvals of the NASDAQ National Market System (the "NMS") to permit the shares of Company Common Stock that are to be issued pursuant to the Option Agreement to be traded on the NMS and (5) such other consents, approvals, orders, authorizations, registrations, declarations and filings the failure of which to be obtained or made would not, individually or in the aggregate, have a material adverse effect on the Company or prevent or materially delay the consummation of any of the transactions contemplated by this Agreement or the Option Agreement.

Authority; Noncontravention. The Company has all the requisite corporate power and authority to enter into this Agreement and and, subject to the Company Shareholder Approval, to consummate the transactions contemplated by this Agreement. The execution and delivery of this Agreement by the Company and the consummation by the Company of the transactions contemplated hereby by this Agreement have been (or at Closing will have been) duly authorized by all necessary corporate action on the part of the Company, subject to the Company Shareholder Approval of this Agreement. This Agreement has been duly executed and when delivered by the Company shall constitute and constitutes a valid and binding obligation of the Company, enforceable against the Company and the selling shareholders, as applicable, in accordance with its terms, except as such enforcement may be limited by subject to (i) bankruptcy, insolvency insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ or relating to creditors rights generally or by general principles and (ii) the availability of equityinjunctive relief and other equitable remedies. The execution and delivery of this Agreement do does not, and the consummation of the transactions contemplated by this Agreement and compliance with the provisions hereof of this Agreement will not, conflict with, or result in any breach or violation of, of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of or “put” right with respect to any obligation or to a loss of a material benefit under, or result in the creation of any lien Lien upon any of the properties or assets of the Company or any of its subsidiaries under, (i) the Company’s articles of incorporation or bylaws, if anyby-laws of the Company or the comparable charter or organizational documents of any of its subsidiaries, (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise or license applicable to the Company, its properties or assets, or (iii) subject to the governmental filings and other matters referred to in the following sentence, any judgment, order, decree, statute, law, ordinance, rule, regulation or arbitration award applicable to the Company, its properties or assets, other than, in the case of clauses (ii) and (iii), any such conflicts, breaches, violations, defaults, rights, losses or liens that individually or in the aggregate could not have a material adverse effect with respect to the Company or could not prevent, hinder any of its subsidiaries or materially delay the ability of the Company to consummate the transactions contemplated by this Agreement.their respective

Authority; Noncontravention. The Company has all requisite corporate power and authority to enter into this Agreement and and, subject, in the case of the Merger, to the Company Stockholder Approval (as defined in Section 3.1(r)) to consummate the transactions contemplated by this Agreementhereby and thereby. The execution and delivery of this Agreement by the Company and the consummation by the Company of the transactions contemplated hereby have been (or at Closing will have been) duly authorized by all necessary corporate action on the part of the Company, subject, in the case of the Merger, to the Company Stockholder Approval. This Agreement has been duly executed and when delivered by the Company shall constitute a and, assuming the due authorization, execution and delivery by Parent and Merger Sub, constitutes the legal, valid and binding obligation of the Company, enforceable against the Company and the selling shareholders, as applicable, in accordance with its terms, except as that (i) such enforcement enforceability may be limited by subject to applicable bankruptcy, insolvency or other similar laws now or hereafter in effect affecting the enforcement of creditors’ ' rights generally and (ii) the availability of the remedy of specific performance or by general principles injunction or other forms of equityequitable relief may be subject to equitable defenses and would be subject to the discretion of the court before which any proceeding therefor may be brought. The execution and delivery of this Agreement do does not, and the consummation of the transactions contemplated by this Agreement hereby (including, without limitation, the Bank Combination (as defined in Section 5.5)) and compliance with the provisions hereof of this Agreement will not, conflict with, or result in any breach violation, forfeiture or violation termination of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of forfeiture, termination, cancellation or acceleration (with or without notice or lapse of time, or “put” right with respect to both) of any obligation or to loss of a benefit or, in the case of clause (iii) below, any material obligation or loss of a material benefit benefit, under, or result in the creation of any lien Lien upon any of the properties or assets of the Company or any of its subsidiaries under, (i) the Company’s articles certificate of incorporation or bylaws, if anyby-laws of the Company, (ii) the certificate of incorporation or by-laws or the comparable organizational documents of any of its subsidiaries, (iii) any loan or credit agreement, note, bond, mortgage, indenture, lease lease, vendor agreement, software agreement or other agreement, instrument, Intellectual Property (as defined in Section 3.1(n)) right, permit, concession, franchise franchise, license or license similar authorization applicable to the Company, Company or any of its subsidiaries or their respective properties or assets, assets that is material to the operations of the Company and its subsidiaries taken as a whole or (iiiiv) subject to the governmental filings and other matters referred to in the following sentence, any judgment, order, decree, statute, law, ordinance, rule, rule or regulation or arbitration award applicable to the Company, Company or any of its subsidiaries or their respective properties or assets, other than, in the case of clauses clause (ii) and (iiiiv), any such conflicts, breaches, violations, defaults, rights, losses or liens Liens that individually or in the aggregate could would not (x) reasonably be expected to have a material adverse effect with respect to on the Company or could not prevent, hinder (y) reasonably be expected to materially impair or materially delay the ability of the Company to consummate perform its obligations under this Agreement. Except as set forth in Section 3.1(d) of the Company Disclosure Schedule, no consent, approval, order or authorization of, action by or in respect of, or registration, declaration or filing with, any (i) Federal, state, local, municipal or foreign government, (ii) governmental, quasi-governmental authority (including any governmental agency, commission, branch, department or official, and any court or other tribunal) or body exercising, or entitled to exercise, any governmentally-derived administrative, executive, judicial, legislative, police, regulatory or taxing authority, or (iii) any self-regulatory organization, administrative or regulatory agency, commission or authority (each, a "Governmental Entity") is required by or with respect to the Company or any of its subsidiaries in connection with the execution and delivery of this Agreement by the Company or the consummation by the Company of the transactions contemplated hereby, except for (1) the filing of a pre-merger notification and report form by the Company under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amendex (xxx "XXX Xxx"), and filing of a copy of the application to the Federal Reserve Board pursuant to Section 7A(c)(8) of the HSR Act; (2) the filings with the SEC of (A) a proxy statement relating to the Company Stockholders Meeting (such proxy statement, as amended or supplemented from time to time, the "Proxy Statement") and a registration statement on Form S-4 to be prepared and filed in connection with the issuance of Parent Common Stock in the Merger (the "Form S-4"), and (B) such reports under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), as may be required in connection with this Agreement and the transactions contemplated by this Agreement; (3) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware and such filings with Governmental Entities to satisfy the applicable requirements of the laws of states in which the Company and its subsidiaries are qualified or licensed to do business or state securities or "blue sky" laws; (4) the approval of the Board of Governors of the Federal Reserve System (the "Federal Reserve") under Section 4(j) of the Bank Holding Company Act; (5) the approval of the Office of Thrift Supervision under the Homeowners' Loan Act (the "OTS Approval"); (6) filings in respect of, and approvals and authorizations of, any Governmental Entity having jurisdiction over the consumer lending, banking, insurance or other financial services businesses; and (7) filings required as a result of the particular status of Parent or Merger Sub (collectively, the "Governmental Approvals").

Authority; Noncontravention. The Company Genvor has all requisite power and authority to enter into this Agreement and to consummate the transactions contemplated by this Agreement. The execution and delivery of this Agreement by the Company Genvor and the consummation by the Company Genvor of the transactions contemplated hereby have been (or at Closing will have been) duly authorized by all necessary action on the part of the CompanyGenvor. This Agreement has been duly executed and when delivered by the Company Genvor shall constitute a valid and binding obligation of the CompanyGenvor, enforceable against the Company Genvor and the selling shareholders, as applicable, in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency or other similar laws affecting the enforcement of creditors’ rights generally or by general principles of equity. The execution and delivery of this Agreement do does not, and the consummation of the transactions contemplated by this Agreement and compliance with the provisions hereof will not, conflict with, or result in any breach or violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of or “put” right with respect to any obligation or to a loss of a material benefit under, or result in the creation of any lien upon any of the properties or assets of the Company Genvor under, (i) the CompanyGenvor’s articles of incorporation or bylaws, if any, (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise or license applicable to the CompanyGenvor, its properties or assets, or (iii) subject to the governmental filings and other matters referred to in the following sentence, any judgment, order, decree, statute, law, ordinance, rule, regulation or arbitration award applicable to the CompanyGenvor, its properties or assets, other than, in the case of clauses (ii) and (iii), any such conflicts, breaches, violations, defaults, rights, losses or liens that individually or in the aggregate could not have a material adverse effect with respect to the Company Genvor or could not prevent, hinder or materially delay the ability of the Company Genvor to consummate the transactions contemplated by this Agreement.

Authority; Noncontravention. The Company has all the requisite corporate and other power and authority to enter into this Agreement and and, subject to the Company Stockholder Approval with respect to the consummation of the Merger, to consummate the transactions contemplated by this Agreementhereby and thereby. The execution and delivery of this Agreement by the Company and the consummation by the Company of the transactions contemplated hereby and thereby have been (or at Closing will have been) duly authorized by all necessary corporate action on the part of the Company, subject, in the case of the Merger, to the Company Stockholder Approval. This Agreement has been duly executed and when delivered by the Company shall constitute and constitutes a valid and binding obligation of the Company, enforceable against the Company and the selling shareholders, as applicable, in accordance with its terms. Except as disclosed in Section 3.01(d) of the Disclosure Schedule, except as such enforcement may be limited by bankruptcy, insolvency or other similar laws affecting the enforcement of creditors’ rights generally or by general principles of equity. The execution and delivery of this Agreement do not, and the consummation of the transactions contemplated by this Agreement and compliance with the provisions hereof will not, conflict with, or result in any breach or violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of or “"put” " right with respect to any obligation or to a loss of a material benefit under, or result in the creation of any lien Lien upon any of the properties or assets of the Company or any of its subsidiaries under, (i) the Company’s articles Certificate of incorporation Incorporation or bylaws, if anyBy-laws of the Company or the comparable charter or organizational documents of any of its subsidiaries, (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise or license applicable to the Company, Company or any of its subsidiaries or their respective properties or assets, assets or (iii) subject to the governmental filings and other matters referred to in the following sentence, any judgment, order, decree, statute, law, ordinance, rule, regulation or arbitration award applicable to the Company, Company or any of its subsidiaries or their respective properties or assets, other than, in the case of clauses (ii) and (iii), any such conflicts, breaches, violations, defaults, rights, losses or liens Liens that individually or in the aggregate could not be reasonably expected to have a material adverse effect with respect to the Company or could not prevent, hinder reasonably be expected to prevent or materially delay the ability of the Company to consummate the transactions contemplated by this Agreement. No consent, approval, order or authorization of, or registration, declaration or filing with, or notice to, any Federal, state or local government or any court, administrative agency or commission or other governmental authority or agency, domestic or foreign (a "Governmental Entity"), is required by or with respect to the Company or any of its subsidiaries in connection with the execution and delivery of this Agreement by the Company or the consummation by the Company of the transactions contemplated hereby or thereby, except, with respect to this Agreement, for (i) the filing of a premerger notification and report form by the Company under the Hart-Scott-Xxxxxx Xxxxxxxxx Improvements Act of 1976, as amended (the "HSR Act"), (ii) the filing with the SEC of (y) a proxy statement relating to the Company Stockholder Approval (such proxy statement as amended or supplemented from time to time, together with the proxy statement, if necessary, for the Parent Stockholder Approval, if necessary (as defined in Section 3.02(j)), the "Joint Proxy Statement"), and (z) such reports under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), as may be required in connection with this Agreement and the transactions contemplated by this Agreement, (iii) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, the filing of a certificate of merger with the appropriate authorities in the necessary jurisdictions in the event Parent makes an election referred to in Section 1.01, and the filing of appropriate documents with the relevant authorities of other states in which the Company is qualified to do business and (iv) such other consents, approvals, orders, authorizations, registrations, declarations, filings or notices as are set forth in Section 3.01(d) of the Disclosure Schedule.

Authority; Noncontravention. The Company Each of the Sellers has all the requisite corporate power and authority to enter into this Agreement and to consummate the transactions contemplated by this Agreement. The execution and delivery of this Agreement by the Company each Seller and the consummation by the Company each Seller of the transactions contemplated hereby by this Agreement have been (or at Closing will have been) duly authorized by all necessary corporate action on the part of the Companysuch Seller. This Agreement has been duly executed and when delivered by each Seller and, assuming that this Agreement constitutes a valid and binding agreement of the Company shall constitute Purchaser, constitutes a valid and binding obligation of the Companyeach Seller, enforceable against the Company and the selling shareholders, as applicable, each Seller in accordance with its terms, except as such to the extent that the enforcement hereof may be limited by (i) bankruptcy, insolvency insolvency, reorganization, moratorium, fraudulent conveyance or other similar laws affecting the enforcement of now or hereafter in effect relating to creditors’ ' rights generally or by and (ii) general principles of equity (regardless of whether enforceability is considered in a proceeding at Law (as hereinafter defined) or in equity). The Except as disclosed in Section 2.3 of the Seller Disclosure Schedule, the execution and delivery of this Agreement by the Sellers do not, and the consummation by the Sellers of the transactions contemplated by this Agreement and compliance with the provisions hereof of this Agreement will notnot (i) conflict with any of the provisions of the articles or certificate of incorporation or by-laws of any Seller or Company, (ii) subject to the governmental filings and other matters referred to in the following sentence, conflict with, or result in any a breach of or violation of, or a default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of or “put” right with respect to any obligation or to a loss of a material benefit under, or result in require the creation consent of any lien upon any of the properties or assets of the Company person under, (i) the Company’s articles of incorporation or bylaws, if any, (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise franchise, license or license applicable similar instrument or undertaking to the Company, which any Seller or Company is a party or by which any Seller or Company or any material portion of its properties or assetsassets is bound, or (iii) subject to the governmental filings and other matters referred to in the following sentence, contravene any law, statute, ordinance, or regulation of the United States of America or any state, commonwealth, city, county, municipality or other political subdivision thereof (collectively, "Law") or any order, writ, judgment, orderinjunction, decree, statutedetermination or award currently in effect. No consent, lawapproval or authorization of, ordinanceor declaration or filing with, rule, regulation or arbitration award applicable to the Company, its properties or assets, other than, in the case of clauses (ii) and (iii)notice to, any such conflictsgovernmental agency, breachesdepartment, violationscommission, defaultsboard, rightsbureau, losses regulatory authority or liens that individually instrumentality ("Governmental Entity") which has not been received or in the aggregate could not have a material adverse effect made is required by or with respect to any Seller or Company in connection with the Company execution and delivery of this Agreement by the Sellers or could not prevent, hinder or materially delay the ability consummation by the Sellers of the Company to consummate any of the transactions contemplated by this Agreement, except for (i) the filing of premerger notification and report forms under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder (the "HSR Act"), (ii) the consents, filings and/or notices required under the insurance laws of the jurisdictions set forth in Section 2.3 of the Seller Disclosure Schedule, and (iii) such other consents, approvals, authorizations, filings or notices of which the failure to obtain would not, individually or in the aggregate, have a Company Material Adverse Effect.

Authority; Noncontravention. The Company has all the requisite corporate power and authority to enter into this Agreement and and, subject to the Company Stockholder Approval with respect to the consummation of the Merger, to consummate the transactions contemplated by this Agreementhereby. The execution and delivery of this Agreement by the Company and the consummation by the Company of the transactions contemplated hereby have been (or at Closing will have been) duly authorized by all necessary corporate action on the part of the Company, subject, in the case of the Merger, to the Company Stockholder Approval. This Agreement has been duly executed and when delivered by the Company shall constitute and constitutes a valid and binding obligation of the Company, enforceable against the Company and the selling shareholders, as applicable, in accordance with its terms. Except as disclosed in Section 3.1(d) of the Disclosure Schedule, except as such enforcement may be limited by bankruptcy, insolvency or other similar laws affecting the enforcement of creditors’ rights generally or by general principles of equity. The execution and delivery of this Agreement do does not, and the consummation of the transactions contemplated by this Agreement hereby and compliance with the provisions hereof will not, conflict with, or result in any breach or violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of or “"put” " right with respect to any obligation or to a loss of a material benefit under, or result in the creation of any lien Lien upon any of the properties or assets of the Company or any of its subsidiaries under, (i) the Company’s articles Certificate of incorporation Incorporation or bylaws, if anyBylaws of the Company or the comparable charter or organizational documents of any of its subsidiaries, (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise or license applicable to the Company, Company or any of its subsidiaries or their respective properties or assets, assets or (iii) subject to the governmental filings and other matters referred to in the following sentence, any judgment, order, decree, statute, law, ordinance, rule, regulation or arbitration award applicable to the Company, Company or any of its subsid- iaries or their respective properties or assets, other than, in the case of clauses (ii) and (iii), any such conflicts, breaches, violations, defaults, rights, losses or liens Liens that individually or in the aggregate could not have a material adverse effect with respect to the Company or could not prevent, hinder or materially delay the ability of the Company to consummate the transactions contemplated by this Agreement. No consent, approval, order or authorization of, or registration, declaration or filing with, or notice to, any Federal, state or local government or any court, administrative agency or commission or other governmental author- ity or agency, domestic or foreign (a "Governmental Entity"), is required by or with respect to the Company or any of its subsid- iaries in connection with the execution and delivery of this Agreement by the Company or the consummation by the Company of the transactions contemplated hereby, except for (i) the filing of a premerger notification and report form by the Company under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act"), (ii) the filing with the SEC of (y) a proxy statement relating to the Company Stockholder Approval (such proxy statement as amended or supplemented from time to time, the "Proxy Statement"), and (z) such reports under the Exchange Act as may be required in connection with this Agreement and the transactions contemplated by this Agreement, (iii) the filing of the Certificate of Merger with the Department of State of the State of New York, and appropriate documents with the relevant authorities of other states in which the Company is qualified to do business and (iv) such other consents, approvals, orders, authorizations, registrations, declarations, filings or notices as are set forth in Section 3.1(d) of the Disclosure Schedule.

Authority; Noncontravention. The Company THL I has all requisite corporate power and authority to enter into this Agreement and to consummate the transactions contemplated by this Agreement. The execution and delivery of this Agreement by the Company THL I and the consummation by the Company THL I of the transactions contemplated hereby by this Agreement have been (or at Closing will have been) duly authorized by all necessary corporate action on the part of the Company. THL I. This Agreement has been duly executed and when delivered by the Company shall constitute and constitutes a valid and binding obligation of the CompanyTHL I, enforceable against the Company and the selling shareholders, as applicable, THL I in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency or other similar laws affecting the enforcement of creditors’ rights generally or by general principles of equity. The execution and delivery of this Agreement do not, and the consummation of the transactions contemplated by this Agreement and compliance with the provisions hereof of this Agreement will not, conflict with, or result in any breach or violation of, or default (with or without notice or lapse of time, or both) under, under or give rise to a right of termination, cancellation or acceleration of or “"put” " right with respect to any obligation obligations or to a loss of a material benefit under, or result in the creation of any lien Lien upon any of the properties or assets of the Company THL I under, (i) the Company’s articles certificate of incorporation or bylaws, if anyby-laws of THL I, (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise or license applicable to the Company, THL I or its properties or assets, assets or (iii) subject to the governmental filings and other matters referred to in the following sentence, any judgment, order, decree, statute, law, ordinance, rule, regulation or arbitration award applicable to the Company, THL I or its properties or assets, other than, in the case of clauses (ii) and (iii), any such conflicts, breaches, violations, defaults, rights, losses or liens that individually or in the aggregate could not have a material adverse effect with respect to the Company or could not prevent, hinder or materially delay the ability of the Company to consummate the transactions contemplated by this Agreement.the

Authority; Noncontravention. The Company has all the requisite corporate power and authority to enter into this Agreement and and, subject to approval of this Agreement by the holders of a majority of the outstanding shares of Company Common Stock, to consummate the transactions contemplated by this Agreement. The execution and delivery of this Agreement by the Company and the consummation by the Company of the transactions contemplated hereby by this Agreement have been (or at Closing will have been) duly authorized by all necessary corporate action on the part of the Company, subject, in the case of this Agreement, to approval of this Agreement by the holders of a majority of the outstanding shares of Company Common Stock. This Agreement has been duly executed and when delivered by the Company shall constitute and constitutes a valid and binding obligation of the Company, enforceable against the Company and the selling shareholders, as applicable, in accordance with its terms. Except as set forth in Section 2.4 of the Company Disclosure Schedule, except as such enforcement may be limited by bankruptcy, insolvency or other similar laws affecting the enforcement of creditors’ rights generally or by general principles of equity. The execution and delivery of this Agreement do not, and the consummation of the transactions contemplated by this Agreement and compliance with the provisions hereof of this Agreement will not, conflict with, or result in any breach or violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of or “put” right with respect to any obligation or to a loss of a material benefit under, or result in the creation of any lien pledge, claim, lien, charge, encumbrance or security interest of any kind or nature whatsoever (collectively, "Liens") in or upon any of the properties or assets of the Company underunder any provision of (a) the Certificate of Incorporation or Bylaws of the Company, (i) the Company’s articles of incorporation or bylaws, if any, (iib) any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise or license applicable to the Company, Company or its properties or assets, assets or (iii) c), subject to the governmental filings and other matters referred to in the following sentence, any judgment, order, decree, (i) statute, law, ordinance, rule, rule or regulation or arbitration award (ii) judgment, order or decree applicable to the Company, Company or its properties or assets, other than, in the case of clauses clause (iib) and clause (iiic)(i), any such conflicts, breaches, violations, defaults, rights, losses rights or liens Liens that individually or in the aggregate could would not (x) have a material adverse effect with on the Company, (y) impair in any material respect to the Company or could not prevent, hinder or materially delay the ability of the Company to consummate perform its obligations under this Agreement, or (z) prevent or materially delay the consummation of any of the transactions contemplated by this Agreement. No consent, approval, order or authorization of, or registration, declaration or filing with, any third party, including any Federal, state or local government or any court, administrative agency or commission or other governmental authority or agency, domestic or foreign (a "Governmental Entity"), is required by or with respect to the Company in connection with the execution and delivery of this Agreement by the Company or the consummation by the Company of the transactions contemplated by this Agreement, except for (1) the filing of the Certificate of Merger with the Delaware Secretary of State and appropriate documents with the relevant authorities of other states in which the Company is qualified to do business and (2) such other consents, approvals, orders, authorizations, registrations, declarations and filings the failure of which to be obtained or made would not, individually or in the aggregate, have a material adverse effect on the Company or prevent or materially delay the consummation of any of the transactions contemplated by this Agreement.

Authority; Noncontravention. The Company has all requisite corporate power and authority to enter into this Agreement and and, subject, in the case of the Merger, to the Company Stockholder Approval (as defined in Section 3.1(r)) to consummate the transactions contemplated by this Agreementhereby and thereby. The execution and delivery of this Agreement by the Company and the consummation by the Company of the transactions contemplated hereby have been (or at Closing will have been) duly authorized by all necessary corporate action on the part of the Company, subject, in the case of the Merger, to the Company Stockholder Approval. This Agreement has been duly executed and when delivered by the Company shall constitute a and, assuming the due authorization, execution and delivery by Parent and Merger Sub, constitutes the legal, valid and binding obligation of the Company, enforceable against the Company and the selling shareholders, as applicable, in accordance with its terms, except as that (i) such enforcement enforceability may be limited by subject to applicable bankruptcy, insolvency or other similar laws now or hereafter in effect affecting the enforcement of creditors’ ' rights generally and (ii) the availability of the remedy of specific performance or by general principles injunction or other forms of equityequitable relief may be subject to equitable defenses and would be subject to the discretion of the court before which any proceeding therefor may be brought. The execution and delivery of this Agreement do does not, and the consummation of the transactions contemplated by this Agreement hereby (including, without limitation, the Bank Combination (as defined in Section 5.5)) and compliance with the provisions hereof of this Agreement will not, conflict with, or result in any breach violation, forfeiture or violation termination of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of forfeiture, termination, cancellation or acceleration (with or without notice or lapse of time, or “put” right with respect to both) of any obligation or to loss of a benefit or, in the case of clause (iii) below, any material obligation or loss of a material benefit benefit, under, or result in the creation of any lien Lien upon any of the properties or assets of the Company or any of its subsidiaries under, (i) the Company’s articles certificate of incorporation or bylaws, if anyby-laws of the Company, (ii) the certificate of incorporation or by-laws or the comparable organizational documents of any of its subsidiaries, (iii) any loan or credit agreement, note, bond, mortgage, indenture, lease lease, vendor agreement, software agreement or other agreement, instrument, Intellectual Property (as defined in Section 3.1(n)) right, permit, concession, franchise franchise, license or license similar authorization applicable to the Company, Company or any of its subsidiaries or their respective properties or assets, assets that is material to the operations of the Company and its subsidiaries taken as a whole or (iiiiv) subject to the governmental filings and other matters referred to in the following sentence, any judgment, order, decree, statute, law, ordinance, rule, rule or regulation or arbitration award applicable to the Company, Company or any of its subsidiaries or their respective properties or assets, other than, in the case of clauses clause (ii) and (iiiiv), any such conflicts, breaches, violations, defaults, rights, losses or liens Liens that individually or in the aggregate could would not (x) reasonably be expected to have a material adverse effect with respect to on the Company or could not prevent, hinder (y) reasonably be expected to materially impair or materially delay the ability of the Company to consummate perform its obligations under this Agreement. Except as set forth in Section 3.1(d) of the Company Disclosure Schedule, no consent, approval, order or authorization of, action by or in respect of, or registration, declaration or filing with, any (i) Federal, state, local, municipal or foreign government, (ii) governmental, quasi-governmental authority (including any governmental agency, commission, branch, department or official, and any court or other tribunal) or body exercising, or entitled to exercise, any governmentally-derived administrative, executive, judicial, legislative, police, regulatory or taxing authority, or (iii) any self-regulatory organization, administrative or regulatory agency, commission or authority (each, a "Governmental Entity") is required by or with respect to the Company or any of its subsidiaries in connection with the execution and delivery of this Agreement by the Company or the consummation by the Company of the transactions contemplated hereby, except for (1) the filing of a pre-merger notification and report form by the Company under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amendxx (xxx "XXX Xxx"), and filing of a copy of the application to the Federal Reserve Board pursuant to Section 7A(c)(8) of the HSR Act; (2) the filings with the SEC of (A) a proxy statement relating to the Company Stockholders Meeting (such proxy statement, as amended or supplemented from time to time, the "Proxy Statement") and a registration statement on Form S-4 to be prepared and filed in connection with the issuance of Parent Common Stock in the Merger (the "Form S-4"), and (B) such reports under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), as may be required in connection with this Agreement and the transactions contemplated by this Agreement; (3) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware and such filings with Governmental Entities to satisfy the applicable requirements of the laws of states in which the Company and its subsidiaries are qualified or licensed to do business or state securities or "blue sky" laws; (4) the approval of the Board of Governors of the Federal Reserve System (the "Federal Reserve") under Section 4(j) of the Bank Holding Company Act; (5) the approval of the Office of Thrift Supervision under the Homeowners' Loan Act (the "OTS Approval"); (6) filings in respect of, and approvals and authorizations of, any Governmental Entity having jurisdiction over the consumer lending, banking, insurance or other financial services businesses; and (7) filings required as a result of the particular status of Parent or Merger Sub (collectively, the "Governmental Approvals").

Authority; Noncontravention. The Company Each Selling Shareholder has all requisite power and authority to enter into this Agreement and to consummate the transactions contemplated by this Agreement. The execution and delivery of this Agreement by the Company and the consummation by the Company of the transactions contemplated hereby have been (or at Closing will have been) duly authorized by all necessary action on the part of the Company. This Agreement has been duly executed and when delivered by the Company Selling Shareholders shall constitute a valid and binding obligation of the CompanySelling Shareholders, enforceable against each of the Company and the selling shareholders, as applicableSelling Shareholders, in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency or other similar laws affecting the enforcement of creditors’ rights generally or by general principles of equity. The execution and delivery of this Agreement do not, and the consummation of the transactions contemplated by this Agreement and compliance with the provisions hereof will not, conflict with, or result in any breach or violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of or “put” right with respect to any obligation or to a loss of a material benefit under, or result in the creation of any lien upon any of the properties or assets of the Selling Shareholders or the Company under, (i) the Company’s or any Selling Shareholder’s certificate or articles of incorporation incorporation, bylaws or bylaws, if any, other organizational or charter documents of the Company; (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, ; franchise or license applicable to the Company, a Selling Shareholder or its properties or assets, or (iii) subject to the governmental filings and other matters referred to in the following sentence, any judgment, order, decree, statute, law, ordinance, rule, regulation or arbitration award applicable to the Company, a Selling Shareholder, its properties or assets, other than, in the case of clauses (ii) and (iii), any such conflicts, breaches, violations, defaults, rights, losses or liens that individually or in the aggregate could not have a material adverse effect with respect to the Company or a Selling Shareholder, as applicable, or could not prevent, hinder or materially delay the ability of the Company Selling Shareholders to consummate the transactions contemplated by this Agreement.

Authority; Noncontravention. The Company has all requisite corporate power and authority to enter into this Agreement and and, subject to the Company Stockholder Approval (as defined in Section 3.1(l)), to consummate the transactions contemplated by this Agreement. The execution and delivery of this Agreement by the Company and the consummation by the Company of the transactions contemplated hereby have been (or at Closing will have been) duly authorized by all necessary corporate action on the part of the Company, subject, in the case of the Merger, to the Company Stockholder Approval. This Agreement has been duly executed and when delivered by the Company shall constitute and, assuming the due authorization, execution and delivery by Acquiror and Merger Sub, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company and the selling shareholders, as applicable, in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency or other similar laws affecting the enforcement of creditors’ rights generally or by general principles of equity. The execution and delivery of this Agreement do does not, and the consummation of the transactions contemplated by this Agreement and compliance with the provisions hereof of this Agreement will not, conflict with, or result in any breach or violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of or “put” right with respect to any obligation or to a loss of a material benefit under, or result in the creation of any lien Lien upon any of the properties or assets of the Company or any of its subsidiaries under, (i) the Company’s articles of incorporation or bylaws, if anycode of regulations of the Company or the comparable organizational documents of any of its subsidiaries, (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise franchise, license or license similar authorization applicable to the Company, Company or any of its subsidiaries or their respective properties or assets, assets or (iii) subject to the governmental filings and other matters referred to in the following sentence, any judgment, order, decree, statute, law, ordinance, rule, rule or regulation or arbitration award applicable to the Company, Company or any of its subsidiaries or their respective properties or assets, other than, in the case of clauses (ii) and (iii), any such conflicts, breaches, violations, defaults, rights, losses or liens Liens that individually or in the aggregate could would not (x) have a material adverse effect with respect to on the Company or could not prevent, hinder (y) reasonably be expected to materially impair or materially delay the ability of the Company to consummate perform its obligations under this Agreement. No consent, approval, order or authorization of, action by or in respect of, or registration, declaration or filing with, any federal, state, local or foreign government, any court, administrative, regulatory or other governmental agency, commission or authority or any non-governmental U.S. or foreign self-regulatory agency, commission or authority or any arbitral tribunal (each, a "Governmental Entity") is required by the Company or any of its subsidiaries in connection with the execution and delivery of this Agreement by the Company or the consummation by the Company of the transactions contemplated hereby, except for: (1) the filing with the SEC of (A) a proxy statement relating to the Company Stockholders Meeting (as defined in Section 5.1(b)) (such proxy statement, together with the proxy statement relating to the Acquiror Stockholders Meeting (as defined in Section 5.1(c)), in each case as amended or supplemented from time to time, the "Joint Proxy Statement"), and (B) such reports under Section 13(a), 13(d), 15(d) or 16(a) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), as may be required in connection with this Agreement and the transactions contemplated hereby; (2) the filing of the Certificate of Merger with the Secretary of State of the State of Ohio and such filings with Governmental Entities to satisfy the applicable requirements of state securities or "blue sky" laws; (3) the filing of a premerger notification and report form by the Company under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended ("HSR Act"); (4) such filings, consents, approvals, orders or authorizations required to be made or obtained pursuant to the laws of any non-U.S. jurisdiction relating to antitrust matters or competition ("Foreign Antitrust Laws"); and (5) such consents, approvals, orders or authorizations the failure of which to be made or obtained individually or in the aggregate would not (x) have a material adverse effect on the Company or (y) reasonably be expected to materially impair or delay the ability of Company to perform its obligations under this Agreement.

Authority; Noncontravention. The Company has all the requisite corporate power and authority to enter into this Agreement and and, subject to the approval of its stockholders as set forth in Section 6.1(a) with respect to the consummation of the Merger, to consummate the transactions contemplated by this Agreement. The execution and delivery of this Agreement by the Company and the consummation by the Company of the transactions contemplated hereby have been (or at Closing will have been) duly authorized by all necessary corporate action on the part of the Company, subject, in the case of the Merger, to the approval of its stockholders as set forth in Section 6.1(a). This Agreement has been duly executed and when G:\LEGAL\AGREEMNT\MERGER\THI.3RD 7 delivered by the Company shall constitute and, assuming that this Agreement constitutes the valid and binding agreement of Conseco, constitutes a valid and binding obligation of the Company, enforceable against the Company and the selling shareholders, as applicable, in accordance with its terms, except as such that the enforcement thereof may be limited by (a) bankruptcy, insolvency insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ now or hereafter in effect relating to creditor's rights generally or by and (b) general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity). The Except as disclosed in Section 2.3 of the Disclosure Schedule, the execution and delivery of this Agreement do not, and the consummation of the transactions contemplated by this Agreement and compliance with the provisions hereof will not, (i) conflict with any of the provisions of the Certificate of Incorporation or Bylaws of the Company or the comparable documents of any subsidiary of the Company, (ii) subject to the governmental filings and other matters referred to in the following sentence, conflict with, or result in any a breach or violation of, of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of or “put” right with respect to any obligation or to a loss of a material benefit under, or result in require the creation consent of any lien upon any of the properties or assets of the Company person under, (i) the Company’s articles of incorporation or bylaws, if any, (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease indenture or other agreement, instrument, permit, concession, franchise franchise, license or license applicable similar instrument or undertaking to which the Company, Company or any of its properties subsidiaries is a party or assetsby which the Company or any of its subsidiaries or any of their assets is bound or affected, or (iii) subject to the governmental filings and other matters referred to in the following sentence, contravene any law, rule or regulation of any state or of the United States or any political subdivision thereof or therein, or any order, writ, judgment, orderinjunction, decree, statutedetermination or award currently in effect. No consent, lawapproval or authorization of, ordinanceor declaration or filing with, rule, regulation or arbitration award applicable to the Company, its properties or assets, other than, in the case of clauses (ii) and (iii)notice to, any such conflictsgovernmental agency or regulatory authority (a "Governmental Entity") which has not been received or made, breaches, violations, defaults, rights, losses is required by or liens that individually or in the aggregate could not have a material adverse effect with respect to the Company or could not preventany of its subsidiaries in connection with the execution and delivery of this Agreement by the Company or the consummation by the Company of the transactions contemplated hereby, hinder or materially delay except for (i) the ability filing of premerger notification and report forms under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act"), with respect to the Merger, (ii) the filings and/or notices required under the insurance laws of the jurisdictions set forth in Section 2.3 of the Disclosure Schedule, (iii) the filing with the SEC of (x) a proxy statement relating to the approval by the stockholders of the Company of the Merger (such proxy statement, as amended or supplemented from time to consummate time, the "Proxy Statement"), and (y) such reports under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), as may be required in connection with this Agreement and the transactions contemplated by this Agreement, (iv) the filing of the certificate of merger or articles of merger with the Delaware Secretary of State and the Indiana Secretary of State and appropriate documents with the relevant authorities of other states in which the Company is qualified to do business, (v) such other consents, approvals, authorizations, filings or notices as are set forth in Section 2.3 G:\LEGAL\AGREEMNT\MERGER\THI.3RD 8 of the Disclosure Schedule and (vi) any applicable filings under state anti-take over laws.