Common use of Authority; Noncontravention Clause in Contracts

Authority; Noncontravention. Parent and Sub have all requisite corporate authority to enter into this Agreement and to consummate the transactions contemplated by this Agreement. The execution and delivery of this Agreement by Parent and Sub and the consummation by Parent and Sub of the transactions contemplated by this Agreement have been (or at Closing will have been) duly authorized by all necessary corporate action on the part of Parent and Sub. This Agreement has been duly executed and delivered by and constitutes a valid and binding obligation of each of Parent and Sub, enforceable against each such party in accordance with its terms. The execution and delivery of this Agreement do not, and the consummation of the transactions contemplated by this Agreement and compliance with the provisions 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 loss of a material benefit under, or result in the creation of any lien upon any of the properties or assets of Parent or any of its subsidiaries under, (i) the articles of incorporation or bylaws of Parent or Sub or the comparable charter or organizational documents of any other subsidiary of Parent, (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise or license applicable to Parent, Sub or any other subsidiary of Parent or their respective 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 Parent, Sub or any other subsidiary of Parent 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 individually or in the aggregate could not have a material adverse effect with respect to Parent or could not prevent, hinder or materially delay the ability of Parent 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 Parent, Sub or any other subsidiary of Parent in connection with the execution and delivery of this Agreement by Parent or Sub or the consummation by Parent or Sub, as the case may be, of any of the transactions contemplated by this Agreement, except for the filing of the Articles of Merger with the Secretary of State of Nevada, as required, and such other consents, approvals, orders, authorizations, registrations, declarations, filings or notices as may be required under the "blue sky" laws of various states.

Authority; Noncontravention. Parent and Sub have all the requisite corporate power and authority to enter into this Agreement and and, subject to the Parent Stockholder Approval, to consummate the transactions contemplated by this Agreement. The execution and delivery of this Agreement by Parent and Sub and the consummation by Parent and Sub of the transactions contemplated by this Agreement have been (or at Closing will have been) duly authorized by all necessary corporate action on the part of Parent and Sub, subject to the Parent Stockholder Approval of this Agreement. This Agreement has been duly executed and delivered by Parent and Sub and constitutes a valid and binding obligation of each of Parent and Subsuch party, enforceable against each such party in accordance with its termsterms subject to bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors' rights generally. 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 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 loss of a material benefit under, or result in the creation of any lien Lien upon any of the properties or assets of Parent or any of its subsidiaries under, (i) the articles of incorporation or bylaws by-laws of Parent or Sub or the comparable charter or organizational documents of any other subsidiary of Parent, (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise or license applicable to Parent, Sub Parent or any other subsidiary of Parent 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 Parent, Sub Parent or any other subsidiary of Parent its subsidiaries or their respective properties or assets, other than, in the case of clauses (ii) and or (iii), any such conflicts, breaches, conflicts violations, defaults, rights, losses defaults or liens rights that individually or in the aggregate could would not (x) have a Material Adverse Effect on Parent, (y) impair in any material adverse effect with respect the ability of Parent and Sub to Parent perform their respective obligations under this Agreement or could not prevent, hinder (z) prevent or materially delay the ability consummation of Parent to consummate any of the transactions contemplated by this Agreement. No consent, approval, order or authorization of, or registration, declaration or filing with, or notice to, with any Governmental Entity is required by or with respect to Parent, Sub Parent or any other subsidiary of Parent its subsidiaries in connection with the execution and delivery of this Agreement by Parent or Sub or the consummation by Parent or Sub, as the case may be, of any of the transactions contemplated by this Agreement, except for (i) the filing with the Specified Agencies of a premerger notification and report form under the HSR Act, (ii) the filing with the SEC of (x) the Form S-4 and (y) 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 Articles articles of Merger merger with the Secretary of State of Nevadathe State of Nevada and appropriate documents with the relevant authorities of other states in which the Company is qualified to do business, as required, (iv) the filing with and the approval by all applicable gaming regulatory bodies in jurisdictions where Parent or its subsidiaries are engaged in business and (v) such other consents, approvals, orders, authorizations, registrations, declarationsdeclarations and filings, filings including under (x) the laws of any foreign country in which the Company or notices as may be required under any of its subsidiaries conducts any business or owns any property or assets or (y) the "takeover" or "blue sky" laws of various states, the failure of which to be obtained or made would not have a Material Adverse Effect on Parent, impair in any material respect the ability of Parent or Sub to perform its obligations under this Agreement or prevent or materially delay the consummation of any of the transactions contemplated by this Agreement. Neither Parent nor any subsidiary of Parent nor any director or officer of Parent or any subsidiary of Parent 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)) 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 Parent.

Authority; Noncontravention. Parent and Sub have all requisite corporate power and authority to enter into this Agreement and and, subject to the Parent Shareholder Approval, to consummate the transactions contemplated by this Agreement. The execution and delivery of this Agreement by Parent and Sub and the consummation by Parent and Sub of the transactions contemplated by this Agreement have been (or at Closing will have been) duly authorized by all necessary corporate action on the part of Parent and SubSub subject, in the case of the adoption of this Agreement and the Amended Parent Constituent Documents, to Parent Shareholder Approval. This Agreement has been duly executed and delivered by Parent and Sub and constitutes a valid and binding obligation of each obligations of Parent and Sub, enforceable against each such party of them in accordance with its terms. The execution and delivery of this Agreement do does not, and the consummation of the transactions contemplated by this Agreement thereby and compliance with the provisions of this Agreement thereof will not, conflict with, breach, 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 loss of a material benefit under, or result in the creation of any lien Lien upon any of the properties or assets of Parent or any of its subsidiaries Significant Subsidiaries under, (i) the articles of incorporation or bylaws of Parent or Sub or the comparable charter or organizational documents of any other subsidiary of Parentits Subsidiaries, (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise or license applicable to Parent, Sub Parent or any other subsidiary of Parent its Significant Subsidiaries or their respective 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 Parent, Sub Parent or any other subsidiary of Parent 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 Parent or could not prevent, hinder or materially delay the ability of Parent to consummate the transactions contemplated by this AgreementMAE. No consent, approval, order Order or authorization of, or registration, declaration or filing with, or notice to, any Governmental Entity is required by or with respect to Parent, Sub Parent or any other subsidiary of Parent its Subsidiaries in connection with the execution and delivery of this Agreement by Parent or and Sub or the consummation by Parent and Sub of the transactions contemplated hereby, except for (1) the filing of a premerger notification and report form by Parent under the HSR Act; (2) the filing with the SEC of (A) the Joint Proxy Statement relating to the Parent Shareholders Meeting, (B) the Schedule 14D-1, (C) the Form S-4, and (D) such reports under the Exchange Act as may be required in connection with this Agreement and the transactions contemplated hereby; (3) the filing of the Certificate of Merger with the New York Secretary of State and appropriate documents with the relevant authorities of other states in which Parent is qualified to do business and such filings with Governmental Entities to satisfy the applicable requirements of state securities or Sub"blue sky" laws; (4) such filings with and approvals of the NYSE to permit the shares of Parent Common Stock that are to be issued in the Merger to be listed for trading on the NYSE; (5) such other filings and consents as may be required under any Environmental Law pertaining to any notification, as disclosure or required approval necessitated by the case may be, of any of Merger or the transactions contemplated by this Agreement, except for the filing of the Articles of Merger with the Secretary of State of Nevada, as required, ; and (6) such other consents, approvals, ordersOrders or authorizations the failure of which to be made or obtained could not reasonably be expected, authorizationsindividually or in the aggregate, registrations, declarations, filings or notices as may be required under the "blue sky" laws of various statesto have a Parent MAE.

Authority; Noncontravention. Parent and Sub have all the requisite corporate power and authority to enter into execute and deliver this Agreement and Agreement, to consummate the transactions contemplated by Merger and to comply with the provisions of this Agreement. The execution and delivery of this Agreement by Parent and Sub and Sub, the consummation by Parent and Sub of the transactions contemplated Merger and the compliance by Parent and Sub with the provisions of this Agreement have been (or at Closing will have been) duly authorized by all necessary corporate action on the part of Parent and SubSub and no other corporate proceedings on the part of Parent or Sub are necessary to authorize this Agreement, to comply with the terms of this Agreement or to consummate the Merger. This Agreement has been duly executed and delivered by Parent and Sub, as applicable, and, assuming the due execution and delivery of this Agreement by the Company, constitutes a valid and binding obligation of each of Parent and Sub, as applicable, enforceable against each such party Parent and Sub, as applicable, in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar Laws relating to the enforcement of creditors’ rights generally and by general principles of equity. The execution and delivery of this Agreement do not, and the consummation of the transactions contemplated by this Agreement Merger and compliance by Parent and Sub with the provisions of this Agreement do not and will not, not conflict with, or result in any violation or breach or violation of, or default (with or without notice or lapse of time, time or both) under, or give rise to a right of of, or result in, 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 in or upon any of the properties or assets of Parent or any of its subsidiaries Sub under, or give rise to any increased, additional, accelerated or guaranteed rights or entitlements under, any provision of (i) the articles Certificate of incorporation Incorporation or bylaws Bylaws of Parent or Sub or the comparable charter or organizational documents of any other subsidiary of ParentSub, (ii) any loan Contract or credit agreement, note, bond, mortgage, indenture, lease Permit to which Parent or other agreement, instrument, permit, concession, franchise Sub is a party or license applicable to Parent, Sub or any other subsidiary of Parent bound by or their respective properties or assets, assets are bound by or subject to or otherwise under which Parent or Sub has rights or benefits or (iii) subject to the governmental filings and other matters referred to in the following sentence, any judgmentLaw or Judgment, orderin each case, decree, statute, law, ordinance, rule, regulation or arbitration award applicable to Parent, Parent or Sub or any other subsidiary of Parent or their respective properties or assets, other than, in the case of clauses (ii) and (iii), any such conflicts, violations, breaches, violations, defaults, rights, losses losses, Liens or liens entitlements that individually or in the aggregate could are not have a reasonably likely to impair in any material adverse effect with respect the ability of each of Parent and Sub to Parent perform its obligations under this Agreement or could not prevent, hinder prevent or materially impede or materially delay the ability consummation of Parent to consummate the transactions contemplated by this AgreementMerger. 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 Parent, Parent or Sub or any other subsidiary of Parent in connection with the execution and delivery of this Agreement by Parent or Sub or and Sub, the consummation by Parent or Sub, as the case may be, of any and Sub of the transactions contemplated Merger or the compliance by Parent and Sub with the provisions of this Agreement, except for (i) the filing of a premerger notification and report form under the HSR Act and the filings and receipt, termination or expiration, as applicable, of such other approvals or waiting periods required under any other applicable competition, merger control, antitrust or similar Law, (ii) the filing of the Articles Certificate of Merger with the Secretary of State of Nevada, as required, the State of Delaware and appropriate documents with the relevant authorities of other states in which the Company or any of its Subsidiaries is qualified to do business and (iii) such other consents, approvals, orders, authorizations, registrations, declarations, filings and notices, the failure of which to be obtained or notices as may be required made individually or in the aggregate is not reasonably likely to impair in any material respect the ability of each of Parent and Sub to perform its obligations under this Agreement or prevent or materially impede or materially delay the "blue sky" laws consummation of various statesthe Merger.

Authority; Noncontravention. Parent and Sub Merger Subsidiary have 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 Parent and Sub and the consummation by Parent and Sub of the transactions contemplated by this Agreement have been (or at Closing will have been) duly authorized by all necessary corporate action on the part of Parent and SubMerger Subsidiary. This Agreement has been duly executed and delivered by Parent and Merger Subsidiary and constitutes a valid and binding obligation of each of Parent and Subsuch party, enforceable against each such party in accordance with its terms. The execution and delivery of this Agreement do not, and the consummation of the transactions contemplated by this Agreement and compliance with the provisions 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 upon any of the properties or assets of Parent or any of its subsidiaries under, (i) the articles Certificate of incorporation Incorporation or bylaws Bylaws of Parent or Sub or the comparable charter or organizational documents of any other subsidiary of ParentMerger Subsidiary, (ii) except as disclosed in Section 4.2(b) of the Parent's 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 Parent, Sub Parent or any other subsidiary of Parent Merger Subsidiary 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 Parent, Sub Merger Subsidiary or any other subsidiary of Parent or their respective properties or assets, other than, in the case of clauses clause (ii) and or (iii), 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 Parent or could not prevent, hinder or materially delay impair the ability of Parent and Merger Subsidiary to consummate perform their respective obligations under this Agreement or prevent the consummation of any of the transactions contemplated by this AgreementAgreement (a "Parent Material Adverse Effect"). No consentOther than those Consents referred to in the Disclosure Schedule on the part of the Company, approval, order or authorization of, or registration, declaration or filing with, or notice to, no Consent of any Governmental Entity is required by or with respect to Parent, Sub Merger Subsidiary or any other subsidiary of Parent in connection with the execution and delivery of this Agreement by Parent or Sub or the consummation by Parent or SubMerger Subsidiary, as the case may be, of any of the transactions contemplated by this Agreement, except for (i) the consents disclosed in Section 4.2(b) of the Parent Disclosure Schedule, (ii) the filing of the Articles Agreement of Merger in accordance with the Secretary CGCL and similar documents with the relevant authorities of State other states in which the Company is qualified to do business, (iii) compliance with applicable requirements of Nevadathe Securities Act of 1933, as requiredamended, and the rules and regulations thereunder (the "Securities Act"), and applicable state blue sky laws and (iv) such other consentsConsents as to which the failure to obtain or make, approvalsindividually or in the aggregate, orders, authorizations, registrations, declarations, filings or notices as may could not reasonably be required under the "blue sky" laws of various statesexpected to have a Parent Material Adverse Effect.

Authority; Noncontravention. (i) Parent and Sub have 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 Parent and Sub and the consummation by Parent and Sub of the transactions contemplated by this Agreement have been (or at Closing will have been) duly authorized by all necessary corporate action on the part of Parent and Sub. This Agreement has been duly executed and delivered by Parent and Sub and constitutes a valid and binding obligation of each of Parent and Subsuch party, enforceable against each such party in accordance with its terms, except to the extent such enforcement may be limited by applicable bankruptcy, reorganization, moratorium, or other law. 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 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 loss of a material any benefit under, or result in the creation of any lien Lien upon any of the properties or assets of Parent or any of its subsidiaries under, (i) the articles of incorporation or bylaws of Parent or Sub or the comparable charter or organizational documents of any other subsidiary of Parent, (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise or license applicable to Parent, Sub Parent or any other subsidiary of Parent 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, injunction, statute, law, ordinance, rule, rule or regulation or arbitration award applicable to Parent, Sub Parent or any other subsidiary of Parent its subsidiaries or their respective properties or assets, other than, in the case of clauses clause (ii) and (iii), any such conflicts, breachesviolations or defaults that would not, violations, defaults, rights, losses or liens that individually or in the aggregate could not aggregate, have a material adverse effect with respect to Parent or could not prevent, hinder or materially delay the ability of Parent 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 on Parent, Sub or any other subsidiary of Parent in connection with the execution and delivery of this Agreement by Parent or Sub or the consummation by Parent or Sub, as the case may be, of any of the transactions contemplated by this Agreement, except for the filing of the Articles of Merger with the Secretary of State of Nevada, as required, and such other consents, approvals, orders, authorizations, registrations, declarations, filings or notices as may be required under the "blue sky" laws of various states.

Authority; Noncontravention. Each of Parent and Sub have Purchaser has all requisite corporate power and authority to enter into execute, deliver and perform its obligation under this Agreement and to consummate the transactions contemplated by this AgreementTransactions. The execution execution, delivery and delivery performance of this Agreement by Parent and Sub Purchaser and the consummation by Parent and Sub Purchaser of the transactions contemplated by this Agreement Transactions have been (or at Closing will have been) duly authorized by all necessary corporate action on the part of Parent and SubPurchaser. This Agreement has been duly executed and delivered by Parent and Purchaser and, assuming the due authorization, execution and delivery by the Company, constitutes a legal, valid and binding obligation of each of Parent and SubPurchaser, enforceable against each such party Parent and Purchaser in accordance with its terms. 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 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 loss of a material benefit under, or result in the creation of any lien Lien upon any of the properties or assets of Parent or any of its subsidiaries under, (i) the articles certificate of incorporation or bylaws by-laws (or similar organizational documents) of Parent or Sub or the comparable charter or organizational documents of any other subsidiary of ParentPurchaser, (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreementcontract, instrument, permit, concession, franchise permit or license applicable to which Parent or any of its subsidiaries is a party or by which Parent, Sub any of Parent's subsidiaries or any other subsidiary of Parent or their respective properties or assetsassets 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 Parent, Sub Parent or any other subsidiary of Parent 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 Parent or could not prevent, hinder (y) reasonably be expected to materially impair or materially delay the ability of Parent 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, or notice to, any Governmental Entity is required by or with respect to Parent, Sub Purchaser or any other subsidiary of Parent their subsidiaries in connection with the execution and delivery of this Agreement by Parent or Sub Purchaser or the consummation by Parent or Sub, as the case may be, of any Purchaser of the transactions contemplated by this Agreementhereby, except for for: (1) the filing with the SEC of (A) the Offer Documents, and (B) such reports under Section 13(a), 13(d), 15(d) or 16(a) of the Exchange Act as may be required in connection with this Agreement and the transactions contemplated hereby; (2) the filing of the Articles Certificate of Merger with the Secretary of State of Nevadathe State of Delaware and appropriate documents with the relevant authorities of other states in which Parent is qualified to do business and such filings with Governmental Entities to satisfy the applicable requirements of state securities or "blue sky" laws; (3) the filing of a pre-merger notification and report form by Parent under 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, as requiredif applicable, and the expiration of any mandatory waiting periods thereunder; and (4) such other consents, approvals, orders, authorizations, registrations, declarations, filings orders or notices as may authorizations the failure of which to be required made or obtained individually or in the aggregate would not (x) have a material adverse effect on Parent or (y) reasonably be expected to materially impair or delay the ability of Parent or Purchaser to perform its obligations under the "blue sky" laws of various statesthis Agreement.

Authority; Noncontravention. Parent and Sub have 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 Parent and Sub and the consummation by Parent and Sub of the transactions contemplated by this Agreement have been (or at Closing will have been) duly authorized by all necessary corporate action on the part of Parent and SubParent. This Agreement has been duly executed and delivered by Parent and, assuming the due authorization, execution and delivery by the Company, constitutes a the legal, valid and binding obligation of each of Parent and SubParent, enforceable against each such party Parent in accordance with its terms. The execution and delivery of this Agreement do not, and the consummation of the transactions contemplated by this Agreement and compliance with the provisions 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 loss of a material benefit under, or result in the creation of any lien Lien upon any of the properties or assets of Parent or any of its subsidiaries under, (i) the articles certificate of incorporation or bylaws of Parent or Sub or the comparable charter or organizational documents of any other subsidiary by-laws of Parent, (ii) the certificate of incorporation or by-laws of the comparable organizational documents of any of its significant 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 Parent, Sub Parent or any other subsidiary of Parent 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 Parent, Sub Parent or any other subsidiary of Parent 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 Parent or could not prevent, hinder (y) reasonably be expected to impair or materially delay the ability of Parent to consummate the transactions contemplated by perform its obligations under this Agreement. No To the knowledge of Parent, no consent, approval, order or authorization of, action by, or in respect of, or registration, declaration or filing with, or notice to, any Governmental Entity is required by or with respect to Parent, Sub Parent or any other subsidiary of Parent its subsidiaries in connection with the execution and delivery of this Agreement by Parent or Sub or the consummation by Parent or Sub, as the case may be, of any of the transactions contemplated by this Agreement, except for (1) the filing of a pre-merger notification and report form by Parent under the HSR Act; (2) the filing with the SEC of (A) the Form S-4 and (B) such reports under Section 13(a), 13(d), 15(d) or 16(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 Articles Certificate of Merger with the Secretary of State of NevadaDelaware and such filings with Governmental Entities to satisfy the applicable requirements of the laws of states in which Parent 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, as required(5) such filings with and approvals of the NYSE and the Pacific Stock Exchange (the "PSE") to permit the shares of Parent Common Stock to be issued in the Merger and under the Company Stock Plan to be listed on the NYSE and PSE; (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) such other consents, approvals, ordersorders or authorizations the failure of which to be made or obtained, authorizationsindividually or in the aggregate, registrations, declarations, filings would not (x) have a material adverse effect on Parent or notices as may (y) reasonably be required expected to materially impair or delay the ability of Parent to perform its obligations under the "blue sky" laws of various statesthis Agreement.

Authority; Noncontravention. Parent and Merger Sub have all requisite corporate authority to enter into this Agreement and to consummate the transactions contemplated by this Agreement. The execution and delivery of this Agreement by Parent and Merger Sub and the consummation by Parent and Merger Sub of the transactions contemplated by this Agreement have been (or at Closing will have been) duly authorized by all necessary corporate action on the part of Parent and Merger Sub. This Agreement has been duly executed and delivered by and constitutes a valid and binding obligation of each of Parent and Merger Sub, enforceable against each such party in accordance with its terms. The execution and delivery of this Agreement agreement do not, and the consummation of the transactions contemplated by this Agreement and compliance with the provisions 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 loss of a material benefit under, or result in the creation of any lien upon any of the properties or assets of Parent or any of its subsidiaries under, (i) the articles of incorporation or bylaws of Parent or Merger Sub or the comparable charter or organizational documents of any other subsidiary of Parent, (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise or license applicable to Parent, Merger Sub or any other subsidiary of Parent or their respective 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 Parent, Merger Sub or any other subsidiary of Parent 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 individually or in the aggregate could not have a material adverse effect with respect to Parent or could not prevent, hinder or materially delay the ability of Parent 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 Parent, Merger Sub or any other subsidiary of Parent in connection with the execution and delivery of this Agreement by Parent or Merger Sub or the consummation by Parent or Merger Sub, as the case may be, of any of the transactions contemplated by this Agreement, except for the filing of the Articles of Merger with the Secretary Secretaries of State of Nevada, as required, and such other consents, approvals, orders, authorizations, registrations, declarations, filings or notices as may be required under the "blue sky" laws of various states.

Authority; Noncontravention. Parent and Merger Sub have all requisite corporate authority to enter into this Agreement and to consummate the transactions contemplated by this Agreement. The execution and delivery of this Agreement by Parent and Merger Sub and the consummation by Parent and Merger Sub of the transactions contemplated by this Agreement have been (or at Closing will have been) duly authorized by all necessary corporate action on the part of Parent and Merger Sub. This Agreement has been duly executed and delivered by and constitutes a valid and binding obligation of each of Parent and Merger Sub, enforceable against each such party in accordance with its terms. The execution and delivery of this Agreement agreement do not, and the consummation of the transactions contemplated by this Agreement and compliance with the provisions 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 loss of a material benefit under, or result in the creation of any lien upon any of the properties or assets of Parent or any of its subsidiaries under, (i) the articles of incorporation or bylaws of Parent or Merger Sub or the comparable charter or organizational documents of any other subsidiary of Parent, (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise or license applicable to Parent, Merger Sub or any other subsidiary of Parent or their respective 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 Parent, Merger Sub or any other subsidiary of Parent 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 individually or in the aggregate could not have a material adverse effect with respect to Parent or could not prevent, hinder or materially delay the ability of Parent 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 Parent, Merger Sub or any other subsidiary of Parent in connection with the execution and delivery of this Agreement by Parent or Merger Sub or the consummation by Parent or Merger Sub, as the case may be, of any of the transactions contemplated by this Agreement, except for the filing of the Articles of Merger with the Secretary Secretaries of State of NevadaColorado, as required, and such other consents, approvals, orders, authorizations, registrations, declarations, filings or notices as may be required under the "blue sky" laws of various states.

Authority; Noncontravention. Parent and Sub have all the requisite corporate power and authority to enter into this Agreement and to consummate the transactions contemplated by this AgreementTransactions. The execution and delivery of this Agreement by Parent and Sub and the consummation by Parent and Sub of the transactions contemplated by this Agreement Transactions have been (or at Closing will have been) duly authorized by all necessary corporate action on the part of Parent and Sub. This Agreement has been duly executed and delivered by Parent and Sub and constitutes a valid and binding obligation of each of Parent and Subsuch party, enforceable against each such party in accordance with its terms. 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 of this Agreement 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 cancelation or acceleration of or "put" right with respect to any obligation or to loss of a material benefit under, or result in the creation of any lien Lien upon any of the properties or assets of Parent or any of its subsidiaries under, (i) the articles certificate of incorporation or bylaws by-laws of Parent or Sub or the comparable charter or organizational documents of any other subsidiary of Parent, (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise or license applicable to Parent, Parent or Sub or any other subsidiary of Parent 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 Parent, Sub or any other subsidiary of Parent 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 with respect to on Parent or could not preventand its subsidiaries taken as a whole, hinder or materially delay (y) impair the ability of Parent and Sub to consummate perform their respective obligations under this Agreement or (z) prevent the transactions contemplated by this Agreementconsummation of any of the Transactions. 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 Parent, Sub or any other subsidiary of Parent in connection with the execution and delivery of this Agreement by Parent or Sub or the consummation by Parent or Sub, as the case may be, of any of the transactions contemplated by this AgreementTransactions, except for (i) the filing of a premerger notification and report form under the HSR Act, (ii) the filing with the SEC of the Offer Documents and such reports under Sections 13 and 16(a) of the Exchange Act as may be required in connection with the Operative Agreements and the Transactions, (iii) the filing of the Articles Certificate of Merger with the Delaware Secretary of State and appropriate documents with the relevant authorities of Nevada, as required, other states in which the Company is qualified to do business and (iv) such other consents, approvals, orders, authorizations, registrations, declarations, declarations and filings or notices as may be required under (x) the laws of any foreign country in which the Company or any of its subsidiaries conducts any business or owns any property or assets or (y) the "takeover" or "blue sky" laws of various states.

Authority; Noncontravention. Parent and Sub Merger Subsidiary have 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 Parent and Sub and the consummation by Parent and Sub of the transactions contemplated by this Agreement have been (or at Closing will have been) duly authorized by all necessary corporate action on the part of Parent and SubMerger Subsidiary. This Agreement has been duly executed and delivered by Parent and Merger Subsidiary and, assuming this Agreement constitutes a valid and binding agreement of the Company, constitutes a valid and binding obligation of each of Parent and Subsuch party, enforceable against each such party in accordance with its terms. The execution and delivery of this Agreement do not, and the consummation of the transactions contemplated by this Agreement and compliance with the provisions 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 Lien upon any of the properties or assets of Parent or any of its subsidiaries Subsidiary under, (i) the articles of incorporation or bylaws of Parent or Sub or the comparable charter or organizational documents of any other subsidiary of ParentMerger Subsidiary, (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease or any other contract, agreement, instrument, permit, concession, franchise or license applicable to Parent, Sub Parent or any other subsidiary of Parent Merger Subsidiary 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 Law applicable to Parent, Sub or any other subsidiary of Parent 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 individually or in the aggregate could not have a material adverse effect with respect to Parent or could not preventMerger Subsidiary. Other than those Consents referred to in the Schedules on the part of the Company, hinder or materially delay the ability no Consent of Parent 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 Parent, Sub Merger Subsidiary or any other subsidiary of Parent in connection with the execution and delivery of this Agreement by Parent or Sub or the consummation by Parent or SubMerger Subsidiary, as the case may be, of any of the transactions contemplated by this Agreement, except for (i) the filing of the Articles of Merger documents referred to in Section 1.3 hereof in accordance with the Secretary PBCL and similar documents with the relevant authorities of State other states in which the Company is qualified to do business and (ii) compliance with any applicable requirements of Nevada, as required, and such other consents, approvals, orders, authorizations, registrations, declarations, filings or notices as may be required under the "blue sky" laws of various statesExchange Act.

Authority; Noncontravention. Parent and Merger Sub have all 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 Parent and Merger Sub and the consummation by Parent and Sub them of the transactions contemplated by this Agreement have been (or at Closing will have been) duly authorized by all necessary corporate action on the part of Parent and SubMerger Sub and no other corporate proceedings on the part of Parent or Merger Sub are necessary to authorize this Agreement or to consummate the transactions contemplated hereby, subject, in the case of the consummation of the Merger and the Redomestication, to obtaining the Stockholder Approval. This Agreement has been duly executed and delivered by Parent and Merger Sub and, assuming the due authorization, execution and delivery by each of Empagio and SMB, constitutes a legal, valid and binding obligation of each of Parent and Merger Sub, enforceable against each such party them in accordance with its terms, subject to bankruptcy, insolvency, moratorium, reorganization or similar laws affecting the rights of creditors generally and to general principles of equity. The execution and delivery of this Agreement do not, and the consummation of the Merger and the other transactions contemplated by this Agreement and compliance by Parent and Merger Sub with the provisions of this Agreement will not, conflict with, or result in any violation or 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 the loss of a material benefit under, or result in the creation of any lien Lien in or upon any of the properties or other assets of Parent or any of Parent, its subsidiaries Subsidiaries and Merger Sub under, (ix) any of the articles of incorporation or bylaws of Parent or Sub or the comparable charter or organizational documents of any other subsidiary of ParentOrganizational Documents, (iiy) any loan or credit agreement, bond, debenture, note, bond, mortgage, indenture, lease lease, sublease, or other agreement, instrument, permit, concession, franchise or license applicable Material Contract to which Parent, its Subsidiaries or Merger Sub is a party or any other subsidiary of Parent or their respective properties or assets, other assets is subject or (iiiz) subject to obtaining the Stockholder Approval and making the governmental filings and other matters referred to in the following sentenceSection 3.01(f), any judgment, order, decree, statute, law, ordinance, rule, regulation or arbitration award (A) Law applicable to Parent, its Subsidiaries or Merger Sub or any other subsidiary of Parent or their respective properties or other assets or (B) order, writ, injunction, decree, judgment or stipulation, in each case applicable to Parent, its Subsidiaries or Merger Sub or their respective properties or other assets, other than, in the case of clauses (iiy) and (iiiz), any such conflicts, violations, breaches, violations, defaults, rights, losses or liens Liens that individually or in the aggregate could have not had and would not reasonably be expected to have a material adverse effect with respect to Parent or could not prevent, hinder or materially delay the ability of Parent 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 Parent, Sub or any other subsidiary of Parent in connection with the execution and delivery of this Agreement by Parent or Sub or the consummation by Parent or Sub, as the case may be, of any of the transactions contemplated by this Agreement, except for the filing of the Articles of Merger with the Secretary of State of Nevada, as required, and such other consents, approvals, orders, authorizations, registrations, declarations, filings or notices as may be required under the "blue sky" laws of various statesMaterial Adverse Effect.

Authority; Noncontravention. Parent and Sub Merger Subsidiary have 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 Parent and Sub and the consummation by Parent and Sub of the transactions contemplated by this Agreement have been (or at Closing will have been) duly authorized by all necessary corporate action on the part of Parent and SubMerger Subsidiary. This Agreement has been duly executed and delivered by Parent and Merger Subsidiary and, assuming this Agreement constitutes a valid and binding agreement of the Company, constitutes a valid and binding obligation of each of Parent and Subsuch party, enforceable against each such party in accordance with its terms, except to the extent that enforceability may be limited by applicable bankruptcy, reorganization, insolvency, moratorium or other laws affecting the enforcement of creditors' rights generally and by general principles of equity, regardless of whether such enforceability is 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 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 loss of a material benefit under, or result in the creation of any lien Lien upon any of the properties or assets of Parent or any of its subsidiaries under, (i) the articles certificate of incorporation or bylaws by-laws of Parent or Sub Merger Subsidiary or the comparable charter or organizational documents of any other subsidiary of Parent, (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise or license applicable to Parent, Sub Parent or any other subsidiary of Parent Merger Subsidiary 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 Parent, Sub Merger Subsidiary or any other subsidiary of Parent or their respective properties or assets, other than, in the case of clauses clause (ii) and or (iii), any such conflicts, breaches, violations, defaults, rights, losses rights or liens Liens that individually or in the aggregate could would not (A) have a material adverse effect with respect to on Parent or could not preventany of its subsidiaries, hinder or materially delay (B) impair the ability of Parent and Merger Subsidiary to consummate perform their respective obligations under this Agreement or (C) prevent the consummation of any of 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 Consent is required by or with respect to Parent, Sub Merger Subsidiary or any other subsidiary of Parent in connection with the execution and delivery of this Agreement by Parent or Sub or the consummation by Parent or SubMerger Subsidiary, as the case may be, of any of the transactions contemplated by this Agreement, except for (i) the filing of the Articles a certificate of Merger merger in accordance with Delaware Law and appropriate documents with the Secretary relevant authorities of State other states in which the Company is qualified to do business, (ii) the filing of Nevadaa premerger notification and report form under the HSR Act, (iii) compliance with any applicable requirements of the Exchange Act, (iv) such notices, filings and consents as required, may be required under relevant state property transfer or environmental laws and (v) such other consents, approvals, orders, authorizations, registrations, declarations, declarations and filings or notices as may be required under the "blue sky" laws of various statesany foreign country in which the Company or any of its subsidiaries conducts any business or owns any property or assets.

Authority; Noncontravention. Parent and Sub have all requisite corporate and other power and authority to enter into this Agreement and and, subject to the Parent Stockholder Approval, to consummate the transactions contemplated by this Agreementhereby and thereby. The execution and delivery of this Agreement by Parent and Sub and the consummation by Parent and Sub of the transactions contemplated by this Agreement hereby and thereby have been (or at Closing will have been) duly authorized by all necessary corporate action on the part of Parent and Sub, subject to the Parent Stockholder Approval. This Agreement has been duly executed and delivered by each of Parent and Sub and constitutes a valid and binding obligation of each of Parent and Sub, enforceable against each such party in accordance with its terms. The execution and delivery of this Agreement do not, and the consummation of the transactions contemplated by this Agreement and compliance with the provisions 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 loss of a material benefit under, or result in the creation of any lien Lien upon any of the properties or assets of Parent or any of its subsidiaries under, (i) the articles certificate of incorporation or bylaws by-laws of Parent or Sub or the comparable charter or organizational documents of any other subsidiary of Parent, (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise or license applicable to Parent, Sub or any other subsidiary of Parent 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 Parent, Sub or any other subsidiary of Parent 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 reasonably be expected to have a material adverse effect with respect to Parent or could not prevent, hinder reasonably be expected to prevent or materially delay the ability of Parent 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 Parent, Sub or any other subsidiary of Parent in connection with the execution and delivery of this Agreement by Parent or Sub or the consummation by Parent or Sub, as the case may be, of any of the transactions contemplated hereby or thereby, except, with respect to this Agreement, for (i) the filing of a premerger notification and report form under the HSR Act, (ii) the filing with the SEC of (y) the Joint Proxy Statement relating to the Parent Stockholder Approval and 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, except for (iii) the filing of the Articles Certificate of Merger with the Secretary of State of Nevadathe State of Delaware, as required, 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 may be required under the "takeover" or "blue sky" laws of various states.

Authority; Noncontravention. Parent and Merger Sub have 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 Parent and Sub and the consummation by Parent and Sub of the transactions contemplated by this Agreement have been (or at Closing will have been) duly authorized by all necessary corporate action on the part of Parent and Merger Sub. This Assuming the due authorization, execution and delivery of this Agreement by the Company, this Agreement has been duly executed and delivered by Parent and Merger Sub and constitutes a valid and binding obligation of each of Parent and Subsuch party, enforceable against each such party in accordance with its terms. The execution and delivery of this Agreement do by Parent and Merger Sub does not, and the consummation by Parent and Merger Sub of the transactions contemplated by this Agreement and compliance by Parent and Merger Sub with the provisions 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 loss of a material benefit under, or result in the creation of any lien Lien upon any of the properties or assets of Parent or any of its subsidiaries under, (i) the articles of incorporation or bylaws of Parent or Sub or the comparable charter or organizational documents of any other subsidiary of Parentits subsidiaries, (ii) any contract for the provision of any form of gaming services or products between Parent or any of its subsidiaries and any third party, any loan or credit agreement, note, bond, mortgage, indenture, lease lease, joint venture or other agreement, instrument, permit, concession, franchise or license applicable to Parent, Sub Parent or any other subsidiary of Parent its subsidiaries or their respective properties or assets, assets or (iii) subject to the governmental filings filings, approvals and other matters referred to in the following sentenceparagraph, any judgment, order, decree, statute, law, ordinance, rulerule or regulation (including, regulation or arbitration award applicable to Parentwithout limitation, Sub those of the National Indian Gaming Commission, the California Gambling Control Commission, the Nevada State Gaming Control Board, the Nevada Gaming Commission or any other subsidiary tribal or governmental authority regulating any form of gaming) applicable to Parent 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 (A) have a Material Adverse Effect on Parent, (B) impair in any material adverse effect with respect to Parent or could not prevent, hinder or materially delay the ability of Parent to consummate perform its obligations under this Agreement or (C) 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, or notice to, with any Governmental Entity is required by or with respect to Parent, Sub Parent or any other subsidiary of Parent its subsidiaries in connection with the execution and delivery of this Agreement by Parent or Sub or the consummation by Parent or Merger Sub, as the case may be, of any of the transactions contemplated by this Agreement, except for (i) the filing with the SEC of such reports under the Exchange Act as may be required in connection with this Agreement and the transactions contemplated by this Agreement, (ii) the filing of the Articles articles of Merger merger with the Secretary Utah Division of Corporations and Commercial Code and appropriate documents with the relevant authorities of other states in which Parent is qualified to do business, (iii) the approval by (A) the Nevada State of Nevada, as required, Gaming Control Board and the Nevada Gaming Commission under the Nevada Gaming Control Act and the rules and regulations promulgated thereunder and (B) other gaming regulatory bodies in jurisdictions where Parent or its subsidiaries are engaged in business and (iv) such other consents, approvals, orders, authorizations, registrations, declarationsdeclarations and filings, filings the failure of which to be obtained or notices made would not have a Material Adverse Effect on Parent, impair in any respect the ability of Parent to perform its obligations under this Agreement, or prevent or materially delay the consummation of any of the transactions contemplated by this Agreement. Neither Parent nor any subsidiary of Parent nor any director or officer of Parent or of any subsidiary of Parent 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(p)) is being or may be required under revoked or suspended which would prevent or materially delay the "blue sky" laws consummation of various statesany of the transactions contemplated by this Agreement or which would have a Material Adverse Effect on Parent.

Authority; Noncontravention. Parent and Sub have all Digital has the requisite corporate power and authority to enter into this Agreement and and, subject to Digital Stockholder Approval with respect to the Merger, to consummate the transactions contemplated by this Agreement. The execution and delivery of this Agreement by Parent and Sub Digital and the consummation by Parent and Sub Digital of the transactions contemplated by this Agreement have been (or at Closing will have been) duly authorized by all necessary corporate action on the part of Parent and SubDigital, subject, in the case of the Merger, to Digital Stockholder Approval. This Agreement has been duly executed and delivered by Digital and constitutes a valid and binding obligation of each of Parent and SubDigital, enforceable against each such party Digital in accordance with its terms. The execution and delivery of this Agreement do not, and the consummation of the transactions contemplated by this Agreement and compliance with the provisions 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 loss of a material benefit under, or result in the creation of any lien Lien upon any of the properties or assets of Parent Digital or any of its subsidiaries under, (i) the articles of incorporation or bylaws by-laws of Parent or Sub Digital or the comparable charter or organizational documents of any other subsidiary of Parentits subsidiaries, (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise or license applicable to Parent, Sub Digital or any other subsidiary of Parent 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 Parent, Sub Digital or any other subsidiary of Parent 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 with respect to Parent or could not preventon Digital, hinder or materially delay (y) impair the ability of Parent Digital to consummate perform its obligations under this Agreement or (z) prevent 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, local or notice toforeign government or any court, any Governmental Entity administrative agency or commission or other governmental authority or agency, domestic or foreign (a "Government Entity"), is required by or with respect to Parent, Sub Digital or any other subsidiary of Parent its subsidiaries in connection with the execution and delivery of this Agreement by Parent or Sub Digital or the consummation by Parent or Sub, as the case may be, of any Digital of the transactions contemplated by this Agreement, except for (1) the filing with the Securities and Exchange Commission (the "SEC") of (A) a proxy statement relating to Digital Stockholder Approval (such proxy statement, together with the proxy statement relating to Strategic Stockholder Approval, in each case as amended or supplemented from time to time, the "Joint Proxy Statement"), and (B) such reports under Section 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, (2) the filing of the Articles Certificate of Merger with the Secretary of State of Nevadathe State of Florida and appropriate documents with the relevant authorities of other states in which Digital is qualified to do business, (3) such consents, approvals, orders, authorizations, registrations, declarations and filings as requiredmay be required under the laws of any foreign country in which Digital, and Strategic or any of their respective subsidiaries conducts any business or owns any property or assets or (4) such other consents, approvals, orders, authorizations, registrations, declarationsdeclarations and filings as would not individually or in the aggregate (A) have a material adverse effect on Digital, filings (B) impair the ability of Digital to perform its obligations under this Agreement or notices as may be required under (C) prevent the "blue sky" laws consummation of various statesany of the transactions contemplated by this Agreement.

Authority; Noncontravention. Parent and Sub Merger Subsidiary have 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 Parent and Sub and the consummation by Parent and Sub of the transactions contemplated by this Agreement have been (or at Closing will have been) duly authorized by all necessary corporate action on the part of Parent and SubMerger Subsidiary. This Agreement has been duly executed and delivered by Parent and Merger Subsidiary and, assuming this Agreement constitutes a valid and binding agreement of the Company, constitutes a valid and binding obligation of each of Parent and Subsuch party, enforceable against each such party in accordance with its terms. The execution and delivery of this Agreement do not, and the consummation of the transactions contemplated by this Agreement and compliance with the provisions 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, termination or cancellation or acceleration of or "put" right with respect to any obligation or to loss of a material benefit under, or result in the creation of any lien Lien upon any of the properties or assets of Parent or any of its subsidiaries under, (i) the articles certificate of incorporation or bylaws by-laws of Parent or Sub Merger Subsidiary or the comparable charter or organizational documents of any other subsidiary of Parent, (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise or license applicable to Parent, Sub Parent or any other subsidiary of Parent Merger Subsidiary 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 Parent, Sub Merger Subsidiary or any other subsidiary of Parent or their respective properties or assets, other than, in the case of clauses clause (ii) and or (iii), any such conflicts, breaches, violations, defaults, rights, losses rights or liens Liens that individually or in the aggregate could would not (A) have a material adverse effect with respect to on Parent or could not preventand its subsidiaries taken as a whole, hinder or materially delay (B) impair the ability of Parent and Merger Subsidiary to consummate perform their respective obligations under this Agreement or (C) prevent the consummation of any of 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 Consent is required by or with respect to Parent, Sub Merger Subsidiary or any other subsidiary of Parent in connection with the execution and delivery of this Agreement by Parent or Sub or the consummation by Parent or SubMerger Subsidiary, as the case may be, of any of the transactions contemplated by this Agreement, except for (i) the filing of a premerger notification and report form under the Articles HSR Act, (ii) compliance with any applicable requirements of Merger the Exchange Act, (iii) the filing of a certificate of merger in accordance with Delaware Law and appropriate documents with the Secretary relevant authorities of State of Nevadaother states in which the Company is qualified to do business, (iv) such notices, filings and consents as required, may be required under relevant state property transfer laws and (v) such other consents, approvals, orders, authorizations, registrations, declarations, declarations and filings or notices as (A) may be required under the "blue sky" laws of various statesany foreign country in which the Company or any of its subsidiaries conducts any business or owns any property or assets or (B) as to which the failure to obtain or make could not reasonably be expected to (x) have a Material Adverse Effect or (y) prevent or materially delay the consummation of any of the transactions contemplated by this Agreement.

Authority; Noncontravention. Parent and Sub have all requisite corporate power and authority to enter into each of this Agreement and the Stock Option Agreement and to consummate the transactions contemplated by this Agreementhereby and thereby. The execution and delivery of each of this Agreement and the Stock Option Agreement by Parent and Sub and the consummation by Parent and Sub of the transactions contemplated by this Agreement hereby and thereby have been (or at Closing will have been) duly authorized by all necessary corporate action on the part of Parent and Sub. This Agreement has and the Stock Option Agreement have been duly executed and delivered by and constitutes a valid and binding obligation of each of Parent and Sub, as applicable, and (assuming due authorization, execution and delivery by the Company) constitute valid and binding obligations of Parent and Sub, as applicable, enforceable against each such party them in accordance with its their terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws affecting creditors' rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing. The execution and delivery of each of this Agreement do and the Stock Option Agreement does not, and the consummation by Parent and Sub of the transactions contemplated by this Agreement and compliance by Parent and Sub, as applicable, with the provisions of this Agreement and the Stock 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 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 upon any of the properties or assets of Parent or any of its subsidiaries Lien under, (i) the articles of incorporation or bylaws by-laws of Parent or Parent, Sub or the comparable charter or organizational documents of any other subsidiary of Parent, (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease or any other contract, agreement, instrument, permit, concession, franchise or license applicable to which Parent, Sub or any other subsidiary of Parent is a party or by which any of their respective properties or assets, assets are bound 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 Parent, Sub or any other subsidiary of Parent 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 Parent or could not prevent, hinder or materially delay the ability of Parent 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 Parent, Sub or any other subsidiary of Parent in connection with the execution and delivery of this Agreement by Parent or Sub or the consummation by Parent or Sub, as the case may be, of any of the transactions contemplated by this Agreement, except for the filing of the Articles of Merger with the Secretary of State of Nevada, as required, and such other consents, approvals, orders, authorizations, registrations, declarations, filings or notices as may be required under the "blue sky" laws of various states.the

Authority; Noncontravention. Parent and Sub Merger Subsidiary --------------------------- have 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 Parent and Sub and the consummation by Parent and Sub of the transactions contemplated by this Agreement have been (or at Closing will have been) duly authorized by all necessary corporate action on the part of Parent and SubMerger Subsidiary. This Agreement has been duly executed and delivered by Parent and Merger Subsidiary and, assuming this Agreement constitutes a valid and binding agreement of the Company, constitutes a valid and binding obligation of each of Parent and Subsuch party, enforceable against each such party in accordance with its terms. The execution and delivery of this Agreement do not, and the consummation of the transactions contemplated by this Agreement and compliance with the provisions 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 Lien upon any of the properties or assets of Parent or any of its subsidiaries under, (i) the articles certificate of incorporation or bylaws of Parent or Sub or the comparable charter or organizational documents of any other subsidiary of ParentMerger Subsidiary, (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease or any other contract, agreement, instrument, permit, concession, franchise or license applicable to Parent, Sub Parent or any other subsidiary of Parent Merger Subsidiary 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 Parent, Sub Merger Subsidiary or any other subsidiary of Parent or their respective properties or assets, other than, in the case of clauses clause (ii) and or (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 Parent or could not prevent, hinder or materially delay impair the ability of Parent and Merger Subsidiary to consummate perform their respective obligations under this Agreement or prevent the consummation of any of the transactions contemplated by this AgreementAgreement (a "Parent Material Adverse Effect"). No consentOther than those Consents referred to in the Disclosure Schedule on the part of the Company, approval, order or authorization of, or registration, declaration or filing with, or notice to, no Consent of any Governmental Entity is required by or with respect to Parent, Sub Merger Subsidiary or any other subsidiary of Parent in connection with the execution and delivery of this Agreement by Parent or Sub or the consummation by Parent or SubMerger Subsidiary, as the case may be, of any of the transactions contemplated by this Agreement, except for (i) the filing of the Articles of Merger documents referred to in Section 1.3 hereof in accordance with the Secretary DGCL and the CGCL and similar documents with the relevant authorities of State other states in which the Company is qualified to do business, (ii) the filing of Nevadaa premerger notification and report form under the HSR Act, as required(iii) compliance with any applicable requirements of the Exchange Act, and (iv) such other consents, approvals, orders, authorizations, registrations, declarations, filings or notices Consents as may be required under relevant state and local alcohol, lottery, gaming and gambling licensing laws and (v) such other Consents as to which the "blue sky" laws of various statesfailure to obtain or make could not reasonably be expected to have a Parent Material Adverse Effect.

Authority; Noncontravention. Parent and Sub have all the requisite corporate power and authority to enter into this Agreement and to consummate the transactions contemplated by this AgreementTransactions. The execution and delivery of this Agreement by Parent and Sub and the consummation by Parent and Sub of the transactions contemplated by this Agreement Transactions have been (or at Closing will have been) duly authorized by all necessary corporate action on the part of Parent and Sub. This Agreement has been duly executed and delivered by Parent and Sub and constitutes a valid and binding obligation of each of Parent and Subsuch party, enforceable against each such party in accordance with its terms. 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 of this Agreement 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 loss of a material benefit under, or result in the creation of any lien Lien upon any of the properties or assets of Parent or any of its subsidiaries under, (i) the articles certificate of incorporation or bylaws by-laws of Parent or Sub or the comparable charter or organizational documents of any other subsidiary of Parent, (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise or license applicable to Parent, Parent or Sub or any other subsidiary of Parent 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 Parent, Sub or any other subsidiary of Parent or their respective properties or assets, other than, in the case of clauses (ii) and (iii), any such conflicts, breaches, violations, defaults, rightsrights or Liens or judgments, losses orders, decrees, statutes, laws, ordinances, rules or liens regulations that individually or in the aggregate could would not (x) have a material adverse effect with respect to on Parent or could not preventand its subsidiaries taken as a whole, hinder or materially delay (y) impair the ability of Parent and Sub to consummate perform their respective obligations under this Agreement or (z) prevent the transactions contemplated by this Agreementconsummation of any of the Transactions. 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 Parent, Sub or any other subsidiary of Parent in connection with the execution and delivery of this Agreement by Parent or Sub or the consummation by Parent or Sub, as the case may be, of any of the transactions contemplated by this AgreementTransactions, except for (i) the filing of a premerger notification and report form under the HSR Act, (ii) the filing with the SEC of the Offer Documents and such reports under Sections 13 and 16(a) of the Exchange Act as may be required in connection with the Operative Agreements and the Transactions, (iii) the filing of the Articles Certificate of Merger with the Maryland Secretary of State and appropriate documents with the relevant authorities of Nevadaother states in which the Company is qualified to do business, as required(iv) all necessary consents and approvals from each of the Customs Service Bureau and the Bureau of Alcohol, Tobacco and Firearms applicable to the Merger and (v) such other consents, approvals, orders, authorizations, registrations, declarations, declarations and filings or notices as may be required under the "takeover" or "blue sky" laws of various states.

Authority; Noncontravention. Parent and Sub have BT has all requisite corporate power and authority to enter into this Agreement and and, subject to the BT Stockholder Approval (as defined in Section 3.01(l)), to consummate the transactions contemplated by this Agreement. The execution and delivery of this Agreement by Parent and Sub BT and the consummation by Parent and Sub BT of the transactions contemplated by this Agreement have been (or at Closing will have been) duly authorized by all necessary corporate action on the part of Parent and SubBT, subject to the BT Stockholder Approval. This Agreement has been duly executed and delivered by BT and, assuming the due authorization, execution and delivery by each of the other parties thereto, constitutes a the legal, valid and binding obligation of each of Parent and SubBT, enforceable against each such party BT in accordance with its terms. The execution and delivery of this Agreement do not, and the consummation of the transactions contemplated by this Agreement and compliance with the provisions 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 loss of a material benefit under, or result in the creation of any lien Lien upon any of the properties or assets of Parent BT or any of its subsidiaries under, (i) the articles certificate of incorporation or bylaws by-laws of Parent or Sub BT or the comparable charter or organizational documents of any other subsidiary of Parentits subsidiaries, (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrumentinstru ment, permit, concession, franchise franchise, license or license similar authorization applicable to Parent, Sub BT or any other subsidiary of Parent 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 Parent, Sub BT or any other subsidiary of Parent 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 on BT or (y) reasonably be expected to Parent or could not prevent, hinder or materially delay impair the ability of Parent BT 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 notice toforeign government, any court, administrative, regulatory or other governmental agency, commission or authority or any nongovernmental self-regulatory agency, commission or authority (a "Governmental Entity Entity") is required by or with respect to Parent, Sub BT or any other subsidiary of Parent its subsidiaries in connection with the execution and delivery of this Agreement by Parent or Sub BT or the consummation by Parent or Sub, as the case may be, of any BT of the transactions contemplated by this Agreement, except for (1) the filing of a premerger notification and report form by BT under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amexxxx (xxx "XSR Act"), and filings under similar laws of certain foreign jurisdictions as may be required (the "Foreign Filings"); (2) the filing with the SEC of (A) a proxy statement relating to the BT Stockholders Meeting (as defined in Section 5.01(b)) (such proxy statement, together with the proxy statement relating to the CT Shareholders Meeting (as defined in Section 5.01(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 by this Agreement; (3) the filing of the Articles Certificate of Merger with the Secretary of State of Nevada, as required, the State of New York and the State of Delaware and appropriate documents with the relevant authorities of other states in which BT is qualified to do business and such other filings with Governmental Entities to satisfy the applicable requirements of state securities or "blue sky" laws; and (4) such consents, approvals, orders, authorizations, registrations, declarations, filings orders or notices as may authorizations the failure of which to be required under made or obtained individually or in the "blue sky" laws of various statesaggregate would not have a material adverse effect on BT.

Authority; Noncontravention. Parent and Sub have all requisite corporate power and authority to enter into this Agreement and to consummate the transactions contemplated by this Agreement. The Board of Directors of each of Parent and Sub has approved and declared advisable this Agreement and the transactions contemplated by this Agreement. The execution and delivery of this Agreement by Parent and Sub and the consummation by Parent and Sub of the transactions contemplated by this Agreement Agreement, in each case by Parent or by Parent and Sub, as the case may be, have been (or at Closing will have been) duly authorized by all necessary corporate action on the part of Parent and Sub. This Agreement has been duly executed and delivered by Parent and Sub, respectively, and constitutes a valid and binding obligation of each of Parent and Sub, respectively, and constitutes a valid and binding obligation of Parent, enforceable against each such party in accordance with its terms. The execution and delivery of this Agreement do not, and the consummation of the transactions contemplated by this Agreement and compliance with the provisions 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 termination or acceleration of or "put" right with respect to any obligation or to loss of a any material benefit under, rights under or result in the creation of any lien Lien upon any of the properties or assets of Parent Parent, Sub or any of its subsidiaries other Parent Subsidiary under, (i) the articles Certificate and Articles of Amalgamation or By-laws of Parent, the certificate of incorporation or bylaws and by-laws of Parent or Sub Sub, or the comparable charter or organizational documents of any other subsidiary of ParentParent Subsidiary, (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise or license Contract applicable to Parent, Sub or any other subsidiary of Parent Subsidiary 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 Parent, Sub or any other subsidiary of Parent 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 have not had and would not reasonably be expected to have a material adverse effect with respect to Parent or could not prevent, hinder or materially delay the ability of Parent to consummate the transactions contemplated by this AgreementMaterial Adverse Effect. No consent, approval, order or authorization of, or registration, declaration registration or filing with, or notice to, any Governmental Entity is required by or with respect to Parent, Sub or any other subsidiary of Parent Subsidiary in connection with the execution and delivery of this Agreement by Parent or Sub Sub, as the case may be, or the consummation by Parent or Sub, as the case may be, of any of the transactions contemplated by this Agreement, except for (i) the filing of a premerger notification and report form by Parent under and the expiration or earlier termination of the waiting period under the HSR Act and compliance with the premerger notification requirements under Part IX of the Competition Act, (ii) the filing with the SEC of (A) the Form F-4, and (B) 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, (iii) the filing of the Articles Certificate of Merger with the Delaware Secretary of State and appropriate documents with the relevant authorities of Nevadaother states in which Parent is qualified to do business, as required(iv) the notification of the Merger to the AFIRB, (v) notification to the NYSE and notification to, and approval by, the TSE of the issuance of the Parent Common Stock and the Parent Special Voting Share (the "TSE Approval"), (vi) as may be required in connection with the actions contemplated by Sections 2.03(b)(iv) and 5.01 and to obtain an exemption for the issuance of the Parent Special Voting Share from the application of Ontario Securities Commission Rule 56-501 (the "OSC Exemption") and any analogous requirement of the xxxxxxxxxx xxxx xx xxx xxxxr Canadian jurisdiction, (vii) those that may be required solely by reason of the Company's (as opposed to any other third party's) participation in the Merger and the other transactions contemplated by this Agreement and (viii) such other consents, approvals, orders, authorizations, registrations, declarationsdeclarations and filings, filings or notices including under applicable Environmental Laws, (x) as may be required under the "blue sky" laws of various statesArgentina or Chile or (y) that, if not obtained or made, would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. Parent and the Parent Subsidiaries possess all Permits, including pursuant to any Environmental Law, necessary to conduct their business as such business is currently conducted or is expected to be conducted, except for such Permits the lack of possession of which, individually or in the aggregate, have not had and would not reasonably be expected to have a Parent Material Adverse Effect. All such Permits are validly held by Parent or the Parent Subsidiaries, and Parent and the Parent Subsidiaries have complied in all respects with all terms and conditions thereof, except for such instances where the failure to validly hold such Permits or the failure to have complied with such Permits, individually or in the aggregate, has not had and would not reasonably be expected to have a Parent Material Adverse Effect; none of such Permits will be subject to suspension, modification, revocation or nonrenewal as a result of the execution and delivery of this Agreement or the consummation of the Merger, other than such Permits the suspension, modification or nonrenewal of which, individually or in the aggregate, has not had and would not reasonably be expected to have a Parent Material Adverse Effect; and since December 31, 2000, neither Parent nor any Parent Subsidiary has received any written warning, notice, notice of violation or probable violation, notice of revocation, or other written communication from or on behalf of any Governmental Entity, alleging (A) any violation of such Permit or (B) that Parent or any Parent Subsidiary requires any Permit required for its business, as such business is currently conducted that is not currently held by it, that in the case of clause (A) or (B), individually or in the aggregate, have not had or would not reasonably be expected to have a Parent Material Adverse Effect.

Authority; Noncontravention. Parent and Sub have all Company has 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 Parent and Sub Company and the consummation by Parent and Sub Company of the transactions contemplated by this Agreement hereby have been (or at Closing will have been) duly authorized by all necessary corporate action on the part of Parent and SubCompany, subject, in the case of the Merger, to the adoption of this Agreement by its stockholders as contemplated by Section 6.1(a). This Agreement has been duly executed and delivered by and Company and, assuming that this Agreement constitutes a valid and binding obligation of each of Parent and SubPurchaser, constitutes a valid and binding obligation of Company, enforceable against each such party Company in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors' rights and remedies generally and to general principles of equity. The Except as specified in Section 4.1(b) of the Disclosure Schedule, 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, (i) conflict with any of the provisions of the certificate of incorporation or bylaws of Company or the comparable governing documents of any Subsidiary of Company, in each case as amended to the date of this Agreement will notAgreement, (ii) subject to the governmental filings and other matters referred to in Section 4.1(c), 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 material obligation, 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 Parent or any of its subsidiaries person under, (i) the articles of incorporation or bylaws of Parent or Sub or the comparable charter or organizational documents of any other subsidiary of Parent, (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 Parent, Sub which Company or any other subsidiary of Parent its Subsidiaries is a party or by which Company or any of its Subsidiaries or any of their respective properties assets is bound or assetsaffected, or (iii) subject to the governmental filings and other matters referred to in the following sentenceSection 4.1(c), contravene any domestic or foreign law, rule or regulation or any order, writ, judgment, orderinjunction, decree, statutedetermination or award currently in effect, law, ordinance, rule, regulation or arbitration award applicable to Parent, Sub or any other subsidiary of Parent or their respective properties or assets, other thanwhich, in the case of clauses (ii) and (iii)) above would reasonably be expected to have, any such conflicts, breaches, violations, defaults, rights, losses or liens that individually or in the aggregate could not have aggregate, a material adverse effect with respect to Parent or could not prevent, hinder or materially delay the ability of Parent 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 Parent, Sub or any other subsidiary of Parent in connection with the execution and delivery of this Agreement by Parent or Sub or the consummation by Parent or Sub, as the case may be, of any of the transactions contemplated by this Agreement, except for the filing of the Articles of Merger with the Secretary of State of Nevada, as required, and such other consents, approvals, orders, authorizations, registrations, declarations, filings or notices as may be required under the "blue sky" laws of various statesMaterial Adverse Effect on Company.

Authority; Noncontravention. Parent and Sub have all requisite corporate authority to enter into this Agreement and to consummate the transactions contemplated by this Agreement. The execution and delivery of this Agreement by Parent and Sub and the consummation by Parent and Sub of the transactions contemplated by this Agreement have been (or at Closing will have been) duly authorized by all necessary corporate action on the part of Parent and Sub. This Agreement has been duly executed and delivered by and constitutes a valid and binding obligation of each of Parent and Sub, enforceable against each such party in accordance with its terms. The execution and delivery of this Agreement do not, and the consummation of the transactions contemplated by this Agreement and compliance with the provisions 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 loss of a material benefit under, or result in the creation of any lien upon any of the properties or assets of Parent or any of its subsidiaries under, (i) the articles of incorporation or bylaws of Parent or Sub or the comparable charter or organizational documents of any other subsidiary of Parent, (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise or license applicable to Parent, Sub or any other subsidiary of Parent or their respective 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 Parent, Sub or any other subsidiary of Parent 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 individually or in the aggregate could not have a material adverse effect with respect to Parent or could not prevent, hinder or materially delay the ability of Parent 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 Parent, Sub or any other subsidiary of Parent in connection with the execution and delivery of this Agreement by Parent or Sub or the consummation by Parent or Sub, as the case may be, of any of the transactions contemplated by this Agreement, except for the filing of the Articles of Merger with the Secretary Secretaries of State of Nevada, as required, Delaware and Nevada and such other consents, approvals, orders, authorizations, registrations, declarations, filings or notices as may be required under the "blue sky" laws of various states.

Authority; Noncontravention. Parent and Sub have JKDG 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 Parent and Sub JKDG and the consummation by Parent and Sub JKDG of the transactions contemplated by this Agreement have been (or at Closing will have been) duly authorized by all necessary corporate action on the part of Parent and SubJKDG. This Agreement has been duly executed and delivered by JKDG and, assuming the due authorization, execution and delivery by Cafesa and the Selling Shareholders, constitutes a legal, valid and binding obligation of each of Parent and SubJKDG, enforceable against each such party JKDG in accordance with its terms. 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 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 loss of a material benefit under, or result in the creation of any lien Lien upon any of the properties or assets of Parent JKDG or any of its subsidiaries under, (i) the articles of incorporation or bylaws of Parent or Sub JKDG or the comparable charter or organizational documents of any other subsidiary of Parentits 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 Parent, Sub JKDG or any other subsidiary of Parent 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 Parent, Sub JKDG or any other subsidiary of Parent 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 on JKDG or (y) reasonably be expected to Parent or could not prevent, hinder or materially delay impair the ability of Parent TRC 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, or notice to, any Governmental Entity is required by or with respect to Parent, Sub JKDG or any other subsidiary of Parent its subsidiaries in connection with the execution and delivery of this Agreement by Parent or Sub JKDG or the consummation by Parent or Sub, as the case may be, of any JKDG of the transactions contemplated by this Agreement, except for (1) the filing with the SEC of such reports under Section 13(a), 13(d), 15(d) or 16(a) of the Articles of Merger Exchange Act as may be required in connection with this Agreement and the transactions contemplated by this Agreement; (2) the filing appropriate documents with the Secretary relevant authorities of State of Nevada, as required, other states in which JKDG is qualified to do business and such other filings with Governmental Entities to satisfy the applicable requirements of state securities or "blue sky" laws; and (3) such consents, approvals, ordersorders 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 JKDG, authorizationsor (y) reasonably be expected to impair the ability of TRC to perform its obligations under this Agreement. JKDG is not in material violation of, or in default under, (i) any term or provision of its Articles of Incorporation or bylaws; or (ii) any existing applicable law, rule, regulation, judgment, order or decree of any governmental agency or court, domestic or foreign, having jurisdiction over it or any of its properties or business. JKDG owns, possesses or has obtained all material governmental and other licenses, permits, certifications, registration, approvals or consents and other authorizations necessary to own or lease, as the case may be, and to operate its properties and to conduct its business or operations as presently conducted and all such governmental and other licenses, permits, certifications, registrations, declarationsapprovals, filings consents and other authorizations are outstanding and in good standing and there are no existing actions, seeking to cancel, terminate or notices as may be required under the "blue sky" laws of various stateslimit such licenses, permits, certifications, registrations, approvals or consents or authorizations.

Authority; Noncontravention. Parent and Sub have all requisite corporate power and authority to enter into this Agreement and to consummate the transactions contemplated by this AgreementTransactions. The execution and delivery of this Agreement by Parent and Sub and the consummation by Parent and Sub of the transactions contemplated by this Agreement Operative Agreements to which they are parties and the consummation of the Transactions have been (or at Closing will have been) duly authorized by all necessary corporate action on the part of Parent and Sub. This Agreement has been duly executed and delivered by Parent and Sub and constitutes a valid and binding obligation of each of Parent and Subsuch party, enforceable against each such party in accordance with its termsterms (subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and other similar laws affecting creditors' rights generally from time to time in effect and to general principles of equity, including concepts of materiality, reasonableness, good faith and fair dealing, regardless of whether considered in a proceeding in equity or in law). The execution and delivery by Parent and Sub of this Agreement the Operative Agreements to which they are parties do not, and the consummation of the transactions contemplated by this Agreement Transactions and compliance with the provisions of this Agreement 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 cancelation or acceleration of or "put" right with respect to any obligation or to loss of a material benefit under, or result in the creation of any lien Lien upon any of the properties or assets of Parent or any of its subsidiaries Sub under, (i) the articles certificate of incorporation or bylaws by-laws (or other comparable organizational documents) of Parent or Sub or the comparable charter or organizational documents of any other subsidiary of ParentSub, (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise or license applicable to Parent, Parent or Sub or any other subsidiary of Parent or their respective properties or assets, assets or (iii) subject to except for 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 Parent, Sub or any other subsidiary of Parent or their respective properties or assetsSub, other than, in the case of clauses (ii) and or (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 Material Adverse Effect on Parent, (y) materially impair the ability of Parent and Sub to Parent perform their respective obligations under this Agreement or could not prevent, hinder (z) prevent or materially delay the ability consummation of Parent to consummate any of the transactions contemplated by this AgreementTransactions. 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 Parent, Parent or Sub or any other subsidiary of Parent in connection with the execution and delivery of this Agreement by Parent or Sub of the Operative Agreements to which they are parties or the consummation by Parent or Sub, as the case may be, of any of the transactions contemplated by this AgreementTransactions, except for (i) the filing of a premerger notification and report form under the HSR Act, (ii) the filing with the SEC of the Proxy Materials and such reports under Sections 13 and 16(a) of the Exchange Act as may be required in connection with the Operative Agreements and the Transactions, (iii) the filing of the Articles Certificate of Merger with the Delaware Secretary of State and appropriate documents with the relevant authorities of Nevadaother states in which the Company is qualified to do business, (iv) such filings as required, may be required in connection with the taxes described in Section 6.10 and (v) such other consents, approvals, orders, authorizations, registrations, declarations, declarations and filings or notices as may be required under the "takeover" or "blue sky" laws of various states.

Authority; Noncontravention. Parent and Sub ---------------------------- have all requisite corporate power and authority to enter into this Agreement and to consummate the transactions contemplated by this AgreementAgreement to be consummated by them. The execution and delivery of this Agreement by Parent and Sub Agreement, and the consummation by Parent and Sub of the transactions contemplated by this Agreement to be consummated by them, in each case by Parent and/or Sub, as the case may be, have been (or at Closing will have been) duly authorized by all necessary corporate action on the part of Parent and Sub. This Agreement has been duly executed and delivered by Parent and Sub, and constitutes a valid and binding obligation of each of Parent and Subsuch party, enforceable against each such party in accordance with its terms. 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 of this Agreement will not, conflict with, or result in any breach or violation of, or constitute 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 loss of a material benefit under, or result in the creation of any lien Lien upon any of the properties or assets of Parent or any of its subsidiaries under, any provision of (i) the articles certificate of incorporation or bylaws by-laws of Parent or Sub or any provision of the comparable charter or organizational documents of any other subsidiary of Parent, (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise or license applicable to Parent, Sub or any other subsidiary of Parent 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, (A) statute, law, ordinance, rule, rule or regulation or arbitration award (B) judgment, order or decree applicable to Parent, Sub or any other subsidiary of Parent or their respective properties or assets, other than, in the case of clauses clause (ii) and clause (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 on Parent, (y) impair in any material respect the ability of Parent and Sub to Parent perform their respective obligations hereunder or could not prevent, hinder (z) prevent or materially delay the ability consummation of Parent to consummate any of the transactions contemplated by this AgreementAgreement to be consummated by them. 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 Parent, Sub or any other subsidiary of Parent in connection with the execution and delivery of this Agreement by Parent or and Sub or the consummation by Parent or Suband Sub of the transactions contemplated by this Agreement to be consummated by them, except for (i) the filing of a premerger notification and report form under the HSR Act and such foreign antitrust filings as may be applicable, (ii) the case filing with the SEC of the Form S-4 and such reports under the Exchange Act as may be, of any of be required in connection with this Agreement and the transactions contemplated by this Agreement, except for (iii) the filing of the Articles Certificate of Merger with the Secretary Florida Department of State and appropriate documents with the relevant authorities of Nevada, as required, other states in which the Company is qualified to do business and (iv) such other consents, approvals, orders, authorizations, registrations, declarations, declarations and filings or notices as may be required under the "blue sky" laws of various states, the failure of which to be obtained or made would not, individually or in the aggregate, have a material adverse effect on Parent or prevent or materially delay the consummation of any of the transactions contemplated by this Agreement.

Authority; Noncontravention. Parent and Sub have all requisite corporate authority to enter into this Agreement and to consummate the transactions contemplated by this Agreement. The execution and delivery of this Agreement by Parent and Sub and the consummation by Parent and Sub of the transactions contemplated by this Agreement have been (or at Closing will have been) duly authorized by all necessary corporate action on the part of Parent and Sub. This Agreement has been duly executed and delivered by and constitutes a valid and binding obligation of each of Parent and Sub, enforceable against each such party in accordance with its terms. The execution and delivery of this Agreement do not, and the consummation of the transactions contemplated by this Agreement and compliance with the provisions 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 loss of a material benefit under, or result in the creation of any lien upon any of the properties or assets of Parent or any of its subsidiaries under, (i) the articles of incorporation or bylaws of Parent or Sub or the comparable charter or organizational documents of any other subsidiary of Parent, (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise or license applicable to Parent, Sub or any other subsidiary of Parent or their respective 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 Parent, Sub or any other subsidiary of Parent 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 individually or in the aggregate could not have a material adverse effect with respect to Parent or could not prevent, hinder or materially delay the ability of Parent 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 Parent, Sub or any other subsidiary of Parent in connection with the execution and delivery of this Agreement by Parent or Sub or the consummation by Parent or Sub, as the case may be, of any of the transactions contemplated by this Agreement, except for the filing of the Articles of Merger with the Secretary Secretaries of State of Delaware and Nevada, as required, and such other consents, approvals, orders, authorizations, registrations, declarations, filings or notices as may be required under the "blue sky" laws of various states.

Authority; Noncontravention. Parent and Sub have all requisite corporate power and authority to enter into each of this Agreement and the Stock Option Agreement and to consummate the transactions contemplated by this Agreementhereby and thereby. The execution and delivery of each of this Agreement and the Stock Option Agreement by Parent and Sub and the consummation by Parent and Sub of the transactions contemplated by this Agreement hereby and thereby have been (or at Closing will have been) duly authorized by all necessary corporate action on the part of Parent and Sub. This Agreement has and the Stock Option Agreement have been duly executed and delivered by and constitutes a valid and binding obligation of each of Parent and Sub, as applicable, and (assuming due authorization, execution and delivery by the Company) constitute valid and binding obligations of Parent and Sub, as applicable, enforceable against each such party them in accordance with its their terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws affecting creditors' rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing. The execution and delivery of each of this Agreement do and the Stock Option Agreement does not, and the consummation by Parent and Sub of the transactions contemplated by this Agreement and compliance by Parent and Sub, as applicable, with the provisions of this Agreement and the Stock 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 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 upon any of the properties or assets of Parent or any of its subsidiaries Lien under, (i) the articles of incorporation or bylaws by-laws of Parent or Parent, Sub or the comparable charter or organizational documents of any other subsidiary of Parent, (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease or any other contract, agreement, instrument, permit, concession, franchise or license applicable to which Parent, Sub or any other subsidiary of Parent is a party or by which any of their respective properties or assets, assets are bound 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 Parent, Sub or any other subsidiary of Parent 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 reasonably be expected to have a material adverse effect Material Adverse Effect with respect to Parent or could not prevent, hinder or materially delay the ability of Parent to consummate the transactions contemplated by this AgreementParent. No consent, approval, order or authorization of, or registration, declaration or filing with, or notice to, any Governmental Entity or any other third party is required by or with respect to Parent, Parent or Sub or any other subsidiary of Parent in connection with the execution and delivery of this Agreement or the Stock Option Agreement by Parent or Sub and Sub, as applicable, or the consummation by Parent or Sub, as the case may be, and Sub of any of the transactions contemplated by hereby or thereby, except for (i) such filings, if any in connection with or compliance with the HSR Act, the NASD, the provisions of the DGCL, the provisions of the NCBCA, the Securities Act, Section 4043 of ERISA and the Exchange Act as may be required in connection with this Agreement, except for the filing of Stock Option Agreement and the Articles of Merger with the Secretary of State of Nevadatransactions contemplated hereby and thereby, as required, and (ii) such other consents, approvals, orders, authorizations, registrations, declarations, filings or notices as may be required under the "takeover" or "blue sky" laws of various statesstates and (iii) such other consents, approvals, orders, authorizations, registrations, declarations, filings or notices the failure of which to make or obtain, individually or in the aggregate, could not reasonably be expected to (x) prevent or materially delay consummation of the Merger or the other transactions contemplated hereby or performance of Parent's and Sub's obligations hereunder or under the Stock Option Agreement or (y) have a Material Adverse Effect with respect to Parent.

Authority; Noncontravention. The Parent and Sub subsidiaries have all requisite corporate authority to enter into this Agreement and to consummate the transactions contemplated by this Agreement. The execution and delivery of this Agreement by the Parent and the Merger Sub and the consummation by the Parent and the Merger Sub of the transactions contemplated by this Agreement have been (or at Closing will have been) duly authorized by all necessary corporate action on the part of the Parent and the Merger Sub. This Agreement has been duly executed and delivered by and constitutes a valid and binding obligation of each of the Parent and the Merger Sub, enforceable against each such party in accordance with its terms. The execution and delivery of this Agreement agreement do not, and the consummation of the transactions contemplated by this Agreement and compliance with the provisions 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 loss of a material benefit under, or result in the creation of any lien upon any of the properties or assets of the Parent or any of its subsidiaries under, (i) the articles of incorporation or bylaws of the Parent or the Merger Sub or the comparable charter or organizational documents of any other subsidiary of the Parent, (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise or license applicable to the Parent, the Merger Sub or any other subsidiary of the Parent or their respective 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 Parent, the Merger Sub or any other subsidiary of the Parent 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 individually or in the aggregate could not have a material adverse effect with respect to the Parent or could not prevent, hinder or materially delay the ability of the Parent 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 Parent, the Merger Sub or any other subsidiary of the Parent in connection with the execution and delivery of this Agreement by the Parent or the Merger Sub or the consummation by the Parent or the Merger Sub, as the case may be, of any of the transactions contemplated by this Agreement, except for the filing of the Articles Certificate of Merger with the Secretary of State of NevadaDelaware, as required, and such other consents, approvals, orders, authorizations, registrations, declarations, filings or notices as may be required under the "blue sky" laws of various states.

Authority; Noncontravention. Parent Each of the Trust and Acquisition Sub have has all requisite trust or corporate power and authority to enter into this Agreement and to consummate the transactions contemplated by this Agreement. The execution execution, delivery and delivery performance of this Agreement by Parent the Trust and Acquisition Sub and the consummation by Parent the Trust and Acquisition Sub of the transactions contemplated by this Agreement have been (or at Closing will have been) duly authorized by all necessary trust or corporate action (as the case may be) on the part of Parent and Subsuch person. This Agreement has been duly executed and delivered by each of the Trust and Acquisition Sub and constitutes a the legal, valid and binding obligation of each of Parent and Subsuch persons, enforceable against each such party person in accordance with its terms. The execution execution, delivery and delivery performance of this Agreement and the Stockholders Agreements do not, and the consummation of the transactions contemplated by this Agreement and compliance with the provisions of this Agreement and the Stockholders Agreements by the Trust and Acquisition Sub will not, conflict with, or result in any violation of, 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 loss of a material benefit under, or result in the creation of any lien upon any of the properties or assets of Parent or any of its subsidiaries under, under (i) trust agreement of the articles Trust or the certificate of incorporation or bylaws by- laws of Parent or Sub or the comparable charter or organizational documents of any other subsidiary of ParentAcquisition Sub, (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise or license applicable to Parent, the Trust or Acquisition Sub or any other subsidiary of Parent 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 Parent, the Trust or Acquisition Sub or any other subsidiary of Parent 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 Parent or could not prevent, hinder or materially delay on the ability of Parent to consummate the transactions contemplated by this AgreementTrust. 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 Parent, the Trust or Acquisition Sub or any other subsidiary of Parent in connection with the execution execution, delivery and delivery performance of this Agreement or the Stockholders Agreements by Parent the Trust or Acquisition Sub or the consummation by Parent or Sub, as the case may be, of any Trust and Acquisition Sub of the transactions contemplated by this AgreementAgreement or the Stockholders Agreements, except for (1) the filing of a premerger notification and report form by the Trust or Acquisition Sub under the HSR Act, to the extent required thereby; (2) the filing of the Articles Certificate of Merger with the Delaware Secretary of State and appropriate documents with the relevant authorities of Nevada, as required, other states in which the Trust is qualified to do business; and (3) such other consents, approvals, orders, authorizations, registrations, declarations, declarations and filings the failure to make or notices as may obtain which would not reasonably be required under expected to have a material adverse effect on the "blue sky" laws of various statesTrust.

Authority; Noncontravention. Parent and Sub have 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 Parent and Sub and the consummation by Parent and Sub of the transactions contemplated by this Agreement have been (or at Closing will have been) duly authorized by all necessary corporate action on the part of Parent and Sub. No vote or consent of the stockholders of Parent or Sub, which has not been obtained, is required under applicable law or rule of the NYSE to approve the Merger, this Agreement or the transactions contemplated hereby. This Agreement has been duly executed and delivered by and constitutes a valid and binding obligation of each of Parent and Sub, enforceable against each such party in accordance with its terms. The execution and delivery of this Agreement do not, and the consummation of the transactions contemplated by this Agreement and compliance with the provisions 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 loss of a material benefit under, or result in the creation of any lien Lien upon any of the properties or assets of Parent or any of its subsidiaries under, (i) the articles certificate of incorporation or bylaws by-laws of Parent or Sub or the comparable charter or organizational documents of any other subsidiary of Parent, (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise or license applicable to Parent, Sub or any other subsidiary of Parent 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 Parent, Sub or any other subsidiary of Parent 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 Parent or could not prevent, hinder or materially delay the ability of Parent 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 Parent, Sub or any other subsidiary of Parent in connection with the execution and delivery of this Agreement by Parent or Sub or the consummation by Parent or Sub, as the case may be, of any of the transactions contemplated by this Agreement, except for (i) the filing of a premerger notification and report form under the HSR Act, (ii) the filing with the SEC of (y) 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 hereby, (iii) the filing of the Articles Certificate of Merger with the Secretary Department of State of Nevada, as requiredthe 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 may be required under the "takeover" or "blue sky" laws of various states.

Authority; Noncontravention. The Parent and Sub subsidiaries have all requisite corporate authority to enter into this Agreement and to consummate the transactions contemplated by this Agreement. The execution and delivery of this Agreement by the Parent and the Merger Sub and the consummation by the Parent and the Merger Sub of the transactions contemplated by this Agreement have been (or at Closing will have been) duly authorized by all necessary corporate action on the part of the Parent and the Merger Sub. This Agreement has been duly executed and delivered by and constitutes a valid and binding obligation of each of the Parent and the Merger Sub, enforceable against each such party in accordance with its terms. The execution and delivery of this Agreement agreement do not, and the consummation of the transactions contemplated by this Agreement and compliance with the provisions 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 loss of a material benefit under, or result in the creation of any lien upon any of the properties or assets of the Parent or any of its subsidiaries under, (i) the articles of incorporation or bylaws of the Parent or the Merger Sub or the comparable charter or organizational documents of any other subsidiary of the Parent, (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise or license applicable to the Parent, the Merger Sub or any other subsidiary of the Parent or their respective 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 Parent, the Merger Sub or any other subsidiary of the Parent 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 individually or in the aggregate could not have a material adverse effect with respect to the Parent or could not prevent, hinder or materially delay the ability of the Parent 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 Parent, the Merger Sub or any other subsidiary of the Parent in connection with the execution and delivery of this Agreement by the Parent or the Merger Sub or the consummation by the Parent or the Merger Sub, as the case may be, of any of the transactions contemplated by this Agreement, except for the filing of the Articles of Merger with the Secretary of State of Nevada, as required, and such other consents, approvals, orders, authorizations, registrations, declarations, filings or notices as may be required under the "blue sky" laws of various states.

Authority; Noncontravention. Parent and Sub have all requisite corporate authority to enter into this Agreement and to consummate the transactions contemplated by this Agreement. The execution and delivery of this Agreement by Parent and Sub and the consummation by Parent and Sub of the transactions contemplated by this Agreement have been (or at Closing will have been) duly authorized by all necessary corporate action on the part of Parent and Sub. This Agreement has been duly executed and delivered by and constitutes a valid and binding obligation of each of Parent and Sub, enforceable against each such party in accordance with its terms. The execution and delivery of this Agreement do not, and the consummation of the transactions contemplated by this Agreement and compliance with the provisions 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 loss of a material benefit under, or result in the creation of any lien upon any of the properties or assets of Parent or any of its subsidiaries under, (i) the articles of incorporation or bylaws of Parent or Sub or the comparable charter or organizational documents of any other subsidiary of Parent, (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise or license applicable to Parent, Sub or any other subsidiary of Parent or their respective 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 Parent, Sub or any other subsidiary of Parent 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 individually or in the aggregate could not have a material adverse effect with respect to Parent or could not prevent, hinder or materially delay the ability of Parent 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 Parent, Sub or any other subsidiary of Parent in connection with the execution and delivery of this Agreement by Parent or Sub or the consummation by Parent or Sub, as the case may be, of any of the transactions contemplated by this Agreement, except for the filing of the Articles of Merger with the Secretary Department of Commerce of the State of NevadaUtah and the Registry of Corporate Affairs of the British Virgin Islands, as required, and such other consents, approvals, orders, authorizations, registrations, declarations, filings or notices as may be required under the "blue sky" laws of various states.. 3.2.5 SEC Documents; Undisclosed Liabilities. Parent has filed all reports, schedules, forms, statements and other documents as required by the SEC in a timely basis (or has received a valid extension of such time of filing and has filed any such reports or other documents prior to the expiration of any such extension), and Parent has delivered or made available to the Company all reports, schedules, forms, statements and other documents filed with the SEC (collectively, and in each case including all exhibits and schedules thereto and documents incorporated by reference therein, the "Parent SEC Documents"). As of their respective dates, the Parent 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 Parent SEC documents, and none of the Parent SEC Documents (including any and all consolidated financial statements included therein) as of such date contained any 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 light of the circumstances under which they were made, not misleading. Except to the extent revised or superseded by a subsequent filing with the SEC (a copy of which has been provided to the Company prior to the date of this Agreement), none of the Parent SEC Documents contains any untrue statement of a material fact or omits to state any material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements of Parent included in such Parent SEC Documents 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 in the United States ("GAAP") (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 and accurately present the consolidated financial position of Parent and its consolidated subsidiaries as of the dates thereof and the consolidated results of operations and changes in cash flows for the periods then ended (subject, in the case of unaudited quarterly statements, to normal year-end audit adjustments as determined by Parent's independent accountants). Except as set forth in the Parent SEC Documents, at the date of the most recent audited financial statements of Parent included in the Parent SEC Documents, neither Parent nor any of its subsidiaries had, and since such date neither Parent 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, could reasonably be expected to have a material adverse effect with respect to Parent. 3.2.6

Authority; Noncontravention. Parent and Sub have all the requisite corporate power and authority to enter into execute and deliver this Agreement, to consummate the Arrangement and the other transactions contemplated by this Agreement and to consummate comply with the transactions contemplated by provisions of this Agreement. The execution and delivery of this Agreement by Parent and Sub and Sub, the consummation by Parent and Sub of the Arrangement and the other transactions contemplated by this Agreement and the compliance by Parent and Sub with the provisions of this Agreement have been (or at Closing will have been) duly authorized by all necessary corporate action on the part of Parent and Sub, and no other corporate proceedings on the part of Parent or Sub are necessary to authorize this Agreement, to comply with the terms of this Agreement or to consummate the Arrangement and the other transactions contemplated by this Agreement. This Agreement has been duly executed and delivered by Parent and Sub, as applicable, and, assuming the due execution and delivery of this Agreement by the Company, constitutes a valid and binding obligation of each of Parent and Sub, as applicable, enforceable against each such party Parent and Sub, as applicable, in accordance with its terms, subject to the Bankruptcy and Equity Exception. The execution and delivery of this Agreement do notAgreement, and the consummation of the Arrangement and the other transactions contemplated by this Agreement and the compliance by Parent and Sub with the provisions of this Agreement do not and will not, not conflict with, or result in any violation or breach or violation of, or default (with or without notice or lapse of time, time or both) under, or give rise to a right of of, or result in, 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 in or upon any of the properties or assets of Parent or any of its subsidiaries Sub under, or give rise to any increased, additional, accelerated or guaranteed rights or entitlements under, any provision of (i) the articles Certificate of incorporation Incorporation or bylaws articles, as applicable, or Bylaws of Parent or Sub or the comparable charter or organizational documents of any other subsidiary of ParentSub, (ii) any loan Contract or credit agreement, note, bond, mortgage, indenture, lease Permit to which Parent or other agreement, instrument, permit, concession, franchise Sub is a party or license applicable to Parent, Sub or any other subsidiary of Parent bound by or their respective properties or assets, assets are bound by or subject to or otherwise under which Parent or Sub has rights or benefits or (iii) subject to the governmental filings and other matters referred to in the following sentence, any judgmentLaw or Judgment, orderin each case, decree, statute, law, ordinance, rule, regulation or arbitration award applicable to Parent, Parent or Sub or any other subsidiary of Parent or their respective properties or assets, other than, in the case of clauses (ii) and (iii), any such conflicts, violations, breaches, violations, defaults, rightsterminations, losses cancellations, accelerations, losses, Liens, rights or liens that entitlements that, individually or in the aggregate could aggregate, are not have a reasonably likely to impair in any material adverse effect with respect the ability of each of Parent and Sub to Parent perform its obligations under this Agreement or could not prevent, hinder prevent or materially impede or materially delay the ability consummation of Parent to consummate the Arrangement or the other 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 Parent, Parent or Sub or any other subsidiary of Parent in connection with the execution and delivery of this Agreement by Parent or Sub or and Sub, the consummation by Parent or Sub, as the case may be, of any and Sub of the Arrangement or the other transactions contemplated by this Agreement or the compliance by Parent and Sub with the provisions of this Agreement, except for (A) the filing of a premerger notification and report form by the Company under the HSR Act and the filings and receipt, termination or expiration, as applicable, of such other approvals or waiting periods required under the Investment Canada Act, the Competition Act and any other applicable competition, merger control, antitrust or similar Law, (B) all approvals required by the Interim Order, (C) the filing of the Articles of Merger Arrangement with the Secretary Director and appropriate documents with the relevant authorities of State other jurisdictions in which the Company or any of Nevada, as requiredits Subsidiaries is qualified to do business, and (D) such other consents, approvals, orders, authorizations, registrations, declarations, filings and notices, the failure of which to be obtained or notices as may be required made, individually or in the aggregate, are not reasonably likely to impair in any material respect the ability of each of Parent and Sub to perform its obligations under this Agreement or prevent or materially impede or materially delay the "blue sky" laws consummation of various statesthe Arrangement or the other transactions contemplated by this Agreement.

Authority; Noncontravention. The Parent and Merger Sub have all requisite corporate authority to enter into this Agreement and to consummate the transactions contemplated by this Agreement. The execution and delivery of this Agreement by the Parent and the Merger Sub and the consummation by the Parent and the Merger Sub of the transactions contemplated by this Agreement have been (or at Closing will have been) duly authorized by all necessary corporate action on the part of the Parent and the Merger Sub. This Agreement has been duly executed and delivered by and constitutes a valid and binding obligation of each of the Parent and the Merger Sub, enforceable against each such party in accordance with its terms. The execution and delivery of this Agreement agreement do not, and the consummation of the transactions contemplated by this Agreement and compliance with the provisions 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 loss of a material benefit under, or result in the creation of any lien upon any of the properties or assets of the Parent or any of its subsidiaries under, (i) the articles of incorporation or bylaws of the Parent or the Merger Sub or the comparable charter or organizational documents of any other subsidiary of the Parent, (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise or license applicable to the Parent, the Merger Sub or any other subsidiary of the Parent or their respective 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 Parent, the Merger Sub or any other subsidiary of the Parent 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 individually or in the aggregate could not have a material adverse effect with respect to the Parent or could not prevent, hinder or materially delay the ability of the Parent 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 Parent, the Merger Sub or any other subsidiary of the Parent in connection with the execution and delivery of this Agreement by the Parent or the Merger Sub or the consummation by the Parent or the Merger Sub, as the case may be, of any of the transactions contemplated by this Agreement, except for the filing of the Articles Certificate of Merger with the Secretary of State of Nevada, as required, and such other consentsand compliance with applicable rules of the SEC, approvalsincluding without limitation, orders, authorizations, registrations, declarations, filings or notices as may be required under the "blue sky" laws filing of various statesa Current Report on Form 8-K regarding the consummation of the Merger.

Authority; Noncontravention. Parent and Sub have 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 Parent and Sub and the consummation by Parent and Sub of the transactions contemplated by this Agreement have been (or at Closing will have been) duly authorized by all necessary corporate action on the part of Parent and Sub. This Agreement has been duly executed and delivered by Parent and Sub, and constitutes a valid and binding obligation of each of Parent and Subsuch party, enforceable against each such party in accordance with its terms. The execution and delivery of this Agreement do not, and the consummation of the transactions contemplated by this Agreement and compliance with the provisions 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 loss of a material benefit under, or result in the creation of any lien Lien upon any of the properties or assets of Parent or any of its subsidiaries Sub under, any provision of (i) the articles Certificate of incorporation Incorporation or bylaws By-Laws 28 24 of Parent or Sub or the comparable charter or organizational documents of any other subsidiary of ParentSub, (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise or license applicable to Parent, Parent or Sub or any other subsidiary of Parent 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, (A) statute, law, ordinance, rule, rule or regulation or arbitration award (B) judgment, order or decree applicable to Parent, Parent or Sub or any other subsidiary of Parent 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 (x) have a material adverse effect with on Parent, (y) impair in any material respect the ability of each of Parent and Sub to Parent perform its obligations under this Agreement, as the case may be, or could not prevent, hinder (z) prevent or materially delay the ability consummation of Parent to consummate any of 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 Parent, Parent or Sub or any other subsidiary of Parent in connection with the execution and delivery of this Agreement by Parent or and Sub or the consummation by Parent or Sub, as the case may be, of any and Sub of the transactions contemplated by this Agreement, except for (1) Foreign Filings and the filing of a premerger notification and report form under the HSR Act, (2) the filing with the SEC of (A) the Offer Documents and (B) such reports under Sections 13(a), 13(d) and 16(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 Articles Certificate of Merger with the Delaware Secretary of State and appropriate documents with the relevant authorities of Nevada, as required, other states in which the Company is qualified to do business and (4) such other consents, approvals, orders, authorizations, registrations, declarations, declarations and filings or notices as may be required under the "blue sky" laws of various states, the failure of which to be obtained or made would not, individually or in the aggregate, have a material adverse effect on Parent or prevent or materially delay the consummation of any of the transactions contemplated by this Agreement.

Authority; Noncontravention. Parent and Sub have 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 Parent and Sub and the consummation by Parent and Sub of the transactions contemplated by this Agreement have been (or at Closing will have been) duly authorized by all necessary corporate action on the part of Parent and Sub. No vote or consent of the stockholders of Parent or Sub, which has not been obtained, is required under applicable law or rule of the NYSE to approve the Merger, this Agreement or the transactions contemplated hereby. This Agreement has been duly executed and delivered by and constitutes a valid and binding obligation of each of Parent and Sub, enforceable against each such party in accordance with its terms. The execution and delivery of this Agreement do not, and the consummation of the transactions contemplated by this Agreement and compliance with the provisions 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 loss of a material benefit under, or result in the creation of any lien Lien upon any of the properties or assets of Parent or any of its subsidiaries under, (i) the articles certificate of incorporation or bylaws by-laws of Parent or Sub or the comparable charter or organizational documents of any other subsidiary of Parent, (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise or license applicable to Parent, Sub or any other subsidiary of Parent 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 Parent, Sub or any other subsidiary of Parent 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 Parent or could not prevent, hinder or materially delay the ability of Parent 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 Parent, Sub or any other subsidiary of Parent in connection with the execution and delivery of this Agreement by Parent or Sub or the consummation by Parent or Sub, as the case may be, of any of the transactions contemplated by this Agreement, except for (i) the filing of a premerger notification and report form under the HSR Act, (ii) the filing with the SEC of (y) 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 hereby, (iii) the filing of the Articles Certificate of Merger with the Secretary of State of Nevada, as requiredthe 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 may be required under the "takeover" or "blue sky" laws of various states.

Authority; Noncontravention. Parent and Sub have all the requisite corporate power and authority to enter into this Agreement and to consummate the transactions contemplated by this AgreementTransactions. The execution and delivery of this Agreement by Parent and Sub and the consummation by Parent and Sub of the transactions contemplated by this Agreement Transactions have been (or at Closing will have been) duly authorized by all necessary corporate action on the part of Parent and Sub. This Agreement has been duly executed and delivered by Parent and Sub and constitutes a valid and binding obligation of each of Parent and Subsuch party, enforceable against each such party in accordance with its terms. 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 of this Agreement 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 loss of a material benefit under, or result in the creation of any lien Lien upon any of the properties or assets of Parent or any of its subsidiaries under, (i) the articles certificate of incorporation or bylaws by-laws of Parent or Sub or the comparable charter or organizational documents of any other subsidiary of Parent, (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise or license applicable to Parent, Parent or Sub or any other subsidiary of Parent 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 Parent, Sub or any other subsidiary of Parent or their respective properties or assets, other than, in the case of clauses (ii) and (iii), any such conflicts, breaches, violations, defaults, rightsrights or Liens or judgments, losses orders, decrees, statutes, laws, ordinances, rules or liens regulations that individually or in the aggregate could would not (x) have a material adverse effect with respect to on Parent or could not preventand its subsidiaries taken as a whole, hinder or materially delay (y) impair the ability of Parent and Sub to consummate perform their respective obligations under this Agreement or (z) prevent the transactions contemplated by this Agreementconsummation of any of the Transactions. 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 Parent, Sub or any other subsidiary of Parent in connection with the execution and delivery of this Agreement by Parent or Sub or the consummation by Parent or Sub, as the case may be, of any of the transactions contemplated by this AgreementTransactions, except for the filing of the Articles of Merger with the Secretary of State of Nevada, as required, and such other consents, approvals, orders, authorizations, registrations, declarations, filings or notices as may be required under the "blue sky" laws of various states.for

Authority; Noncontravention. Parent and Sub have all requisite ---------------------------- corporate power and authority to enter into this Agreement and to consummate the transactions contemplated by this AgreementTransactions. The execution and delivery of this Agreement by Parent and Sub and the consummation by Parent and Sub of the transactions contemplated by this Agreement Operative Agreements to which they are parties and the consummation of the Transactions have been (or at Closing will have been) duly authorized by all necessary corporate action on the part of Parent and Sub. This Agreement has been duly executed and delivered by Parent and Sub and constitutes a valid and binding obligation of each of Parent and Subsuch party, enforceable against each such party in accordance with its termsterms (subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and other similar laws affecting creditors' rights generally from time to time in effect and to general principles of equity, including concepts of materiality, reasonableness, good faith and fair dealing, regardless of whether considered in a proceeding in equity or in law). The execution and delivery by Parent and Sub of this Agreement the Operative Agreements to which they are parties do not, and the consummation of the transactions contemplated by this Agreement Transactions and compliance with the provisions of this Agreement 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 cancelation or acceleration of or "put" right with respect to any obligation or to loss of a material benefit under, or result in the creation of any lien Lien upon any of the properties or assets of Parent or any of its subsidiaries Sub under, (i) the articles certificate of incorporation or bylaws by-laws (or other comparable organizational documents) of Parent or Sub or the comparable charter or organizational documents of any other subsidiary of ParentSub, (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise or license applicable to Parent, Parent or Sub or any other subsidiary of Parent or their respective properties or assets, assets or (iii) subject to except for 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 Parent, Sub or any other subsidiary of Parent or their respective properties or assetsSub, other than, in the case of clauses (ii) and or (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 Material Adverse Effect on Parent, (y) materially impair the ability of Parent and Sub to Parent perform their respective obligations under this Agreement or could not prevent, hinder (z) prevent or materially delay the ability consummation of Parent to consummate any of the transactions contemplated by this AgreementTransactions. 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 Parent, Parent or Sub or any other subsidiary of Parent in connection with the execution and delivery of this Agreement by Parent or Sub of the Operative Agreements to which they are parties or the consummation by Parent or Sub, as the case may be, of any of the transactions contemplated by this AgreementTransactions, except for (i) the filing of a premerger notification and report form under the HSR Act, (ii) the filing with the SEC of the Proxy Materials and such reports under Sections 13 and 16(a) of the Exchange Act as may be required in connection with the Operative Agreements and the Transactions, (iii) the filing of the Articles Certificate of Merger with the Delaware Secretary of State and appropriate documents with the relevant authorities of Nevadaother states in which the Company is qualified to do business, (iv) such filings as required, may be required in connection with the taxes described in Section 6.10 and (v) such other consents, approvals, orders, authorizations, registrations, declarations, declarations and filings or notices as may be required under the "takeover" or "blue sky" laws of various states.

Authority; Noncontravention. Parent and Sub subsidiaries have all requisite corporate authority to enter into this Agreement and to consummate the transactions contemplated by this Agreement. The execution and delivery of this Agreement by Parent and Merger Sub and the consummation by Parent and Merger Sub of the transactions contemplated by this Agreement have been (or at Closing will have been) duly authorized by all necessary corporate action on the part of Parent and Merger Sub. This Agreement has been duly executed and delivered by and constitutes a valid and binding obligation of each of Parent and Merger Sub, enforceable against each such party in accordance with its terms. The execution and delivery of this Agreement agreement do not, and the consummation of the transactions contemplated by this Agreement and compliance with the provisions 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 loss of a material benefit under, or result in the creation of any lien upon any of the properties or assets of Parent or any of its subsidiaries under, (i) the articles of incorporation or bylaws of Parent or Merger Sub or the comparable charter or organizational documents of any other subsidiary of Parent, (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise or license applicable to Parent, Merger Sub or any other subsidiary of Parent or their respective 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 Parent, Merger Sub or any other subsidiary of Parent 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 individually or in the aggregate could not have a material adverse effect with respect to Parent or could not prevent, hinder or materially delay the ability of Parent 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 Parent, Merger Sub or any other subsidiary of Parent in connection with the execution and delivery of this Agreement by Parent or Merger Sub or the consummation by Parent or Merger Sub, as the case may be, of any of the transactions contemplated by this Agreement, except for the filing of the Articles of Merger with the Secretary Secretaries of State of Nevada, as required, and such other consents, approvals, orders, authorizations, registrations, declarations, filings or notices as may be required under the "blue sky" laws of various states.

Authority; Noncontravention. Parent and Sub have all requisite corporate authority to enter into this Agreement and to consummate the transactions contemplated by this Agreement. The execution and delivery of this Agreement by Parent and Sub and the consummation by Parent and Sub of the transactions contemplated by this Agreement have been (or at Closing will have been) duly authorized by all necessary corporate action on the part of Parent and Sub. This Agreement has been duly executed and delivered by and constitutes a valid and binding obligation of each of Parent and Sub, enforceable against each such party in accordance with its terms. The execution and delivery of this Agreement do not, and the consummation of the transactions contemplated by this Agreement and compliance with the provisions 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 loss of a material benefit under, or result in the creation of any lien upon any of the properties or assets of Parent or any of its subsidiaries under, (i) the articles of incorporation or bylaws of Parent or Sub or the comparable charter or organizational documents of any other subsidiary of Parent, (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise or license applicable to Parent, Sub or any other subsidiary of Parent or their respective 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 Parent, Sub or any other subsidiary of Parent 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 individually or in the aggregate could not have a material adverse effect with respect to Parent or could not prevent, hinder or materially delay the ability of Parent 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 Parent, Sub or any other subsidiary of Parent in connection with the execution and delivery of this Agreement by Parent or Sub or the consummation by Parent or Sub, as the case may be, of any of the transactions contemplated by this Agreement, except for the filing of the Articles of Merger with the Secretary Department of Commerce of the State of NevadaUtah and the Registry of Corporate Affairs of the British Virgin Islands, as required, and such other consents, approvals, orders, authorizations, registrations, declarations, filings or notices as may be required under the "blue sky" laws of various states.

Authority; Noncontravention. Parent and Sub have each 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 each of Parent and Sub and the consummation by each of Parent and Sub of the transactions contemplated by this Agreement have been (or at Closing will have been) duly authorized by all necessary corporate action on the part of Parent and Sub. This Agreement has been duly executed and delivered by each of Parent and Sub and, assuming the due authorization, execution and delivery by the Company, constitutes a the legal, valid and binding obligation of each of Parent and Sub, enforceable against each such party of Parent and Sub in accordance with its terms. 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 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 loss of a material benefit under, or result in the creation of any lien Lien upon any of the properties or assets of Parent or any of its subsidiaries (including Sub) under, (i) the articles certificate of incorporation or bylaws by-laws of Parent or Sub or the comparable charter or organizational documents of any other subsidiary of Parentits Significant Subsidiaries (including Sub), (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 Parent, Sub Parent or any other subsidiary of Parent its subsidiaries (including Sub) 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 Parent, Sub Parent or any other subsidiary of Parent its subsidiaries (including Sub) 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 Parent or could not prevent, hinder or materially delay (y) reasonably be expected to impair the ability of Parent 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, or notice to, any Governmental Entity is required by or with respect to Parent, Sub Parent or any other subsidiary of Parent its subsidiaries (including Sub) in connection with the execution and delivery of this Agreement by each of Parent or Sub or the consummation by Parent or Sub, as the case may be, of any and Sub of the transactions contemplated by this Agreement, except for (1) the filing of a pre-merger notification and report form by Parent under the HSR Act; (2) the filing with the SEC of (A) the Form S-4 and (B) such reports under Section 13(a), 13(d), 15(d) or 16(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 Articles Certificate of Merger with the Secretary of State of Nevada, as requiredDelaware and such filings with Governmental Entities to satisfy the applicable requirements of the laws of states in which Parent and its subsidiaries are qualified or licensed to do business or state securities or "blue sky" laws; (4) such filings with and approvals of the NYSE and the Pacific Stock Exchange (the "PSE") to permit the shares of Parent Common Stock to be issued in the Merger and under the Company Stock Plans to be listed on the NYSE and the PSE and to permit the depositary shares representing the Parent New Preferred Stock that are to be issued in the Merger to be listed on the NYSE (to the extent the corresponding depositary shares representing Company Preferred Stock were listed on the NYSE immediately prior to the Effective Time); (5) filings in respect of, and approvals and authorizations of, any Governmental Entity having jurisdiction over the securities, commodities, banking, insurance, or other financial services businesses; and (6) such other consents, approvals, orders, authorizations, registrations, declarations, filings orders or notices as may authorizations the failure of which to be required made or obtained individually or in the aggregate would not (x) have a material adverse effect on Parent or (y) reasonably be expected to impair the ability of Parent to perform its obligations under the "blue sky" laws of various statesthis Agreement.

Authority; Noncontravention. Parent and Sub have all requisite corporate authority to enter into this Agreement and to consummate the transactions contemplated by this Agreement. The execution and delivery of this Agreement by Parent and Sub and the consummation by Parent and Sub of the transactions contemplated by this Agreement have been (or at Closing will have been) duly authorized by all necessary corporate action on the part of Parent and Sub. This Agreement has been duly executed and delivered by and constitutes a valid and binding obligation of each of Parent and Sub, enforceable against each such party in accordance with its terms. The execution and delivery of this Agreement do not, and the consummation of the transactions contemplated by this Agreement and compliance with the provisions 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 loss of a material benefit under, or result in the creation of any lien upon any of the properties or assets of Parent or any of its subsidiaries under, (i) the articles of incorporation or bylaws of Parent or Sub or the comparable charter or organizational documents of any other subsidiary of Parent, (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise or license applicable to Parent, Sub or any other subsidiary of Parent or their respective 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 Parent, Sub or any other subsidiary of Parent 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 individually or in the aggregate could not have a material adverse effect with respect to Parent or could not prevent, hinder or materially delay the ability of Parent 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 Parent, Sub or any other subsidiary of Parent in connection with the execution and delivery of this Agreement by Parent or Sub or the consummation by Parent or Sub, as the case may be, of any of the transactions contemplated by this Agreement, except for the filing of the Articles of Merger with the Secretary Secretaries of State of Nevada, as required, Delaware and California and such other consents, approvals, orders, authorizations, registrations, declarations, filings or notices as may be required under the "blue sky" laws of various states.

Authority; Noncontravention. The Parent and Sub subsidiaries have all requisite corporate authority to enter into this Agreement and to consummate the transactions contemplated by this Agreement. The execution and delivery of this Agreement by the Parent and the Merger Sub and the consummation by the Parent and the Merger Sub of the transactions contemplated by this Agreement have been (or at Closing will have been) duly authorized by all necessary corporate action on the part of the Parent and the Merger Sub. This Agreement has been duly executed and delivered by and constitutes a valid and binding obligation of each of the Parent and the Merger Sub, enforceable against each such party in accordance with its terms. The execution and delivery of this Agreement agreement do not, and the consummation of the transactions contemplated by this Agreement and compliance with the provisions 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 loss of a material benefit under, or result in the creation of any lien upon any of the properties or assets of the Parent or any of its subsidiaries under, (i) the articles of incorporation or bylaws of the Parent or the Merger Sub or the comparable charter or organizational documents of any other subsidiary of the Parent, (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise or license applicable to the Parent, the Merger Sub or any other subsidiary of the Parent or their respective 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 Parent, the Merger Sub or any other subsidiary of the Parent 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 individually or in the aggregate could not have a material adverse effect with respect to the Parent or could not prevent, hinder or materially delay the ability of the Parent 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 Parent, the Merger Sub or any other subsidiary of the Parent in connection with the execution and delivery of this Agreement by the Parent or the Merger Sub or the consummation by the Parent or the Merger Sub, as the case may be, of any of the transactions contemplated by this Agreement, except for the filing of the Articles of Merger with the Secretary Secretaries of State of Nevada, as required, and such other consents, approvals, orders, authorizations, registrations, declarations, filings or notices as may be required under the "blue sky" laws of various states.

Authority; Noncontravention. Parent and Sub have 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 Parent and Sub and the consummation by Parent and Sub of the transactions contemplated by this Agreement have been (or at Closing will have been) duly authorized by all necessary corporate corporate. action on the part of Parent and Sub. No vote or consent of the stockholders of Parent or Sub, which has not been obtained, is required under applicable law or rule of the NYSE to approve the Merger, this Agreement or the transactions contemplated hereby. This Agreement has been duly executed and delivered by and constitutes a valid and binding obligation of each of Parent and Sub, enforceable against each such party in accordance with its terms. The execution and delivery of this Agreement do not, and the consummation of the transactions contemplated by this Agreement and compliance with the provisions 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 loss of a material benefit under, or result in the creation of any lien Lien upon any of the properties or assets of Parent or any of its subsidiaries under, (i) the articles certificate of incorporation or bylaws by-laws of Parent or Sub or the comparable charter or organizational documents of any other subsidiary of Parent, (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise or license applicable to Parent, Sub or any other subsidiary of Parent 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 Parent, Sub or any other subsidiary of Parent 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 Parent or could not prevent, hinder or materially delay the ability of Parent 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 Parent, Sub or any other subsidiary of Parent in connection with the execution and delivery of this Agreement by Parent or Sub or the consummation by Parent or Sub, as the case may be, of any of the transactions contemplated by this Agreement, except for (i) the filing of a premerger notification and report form under the HSR Act, (ii) the filing with the SEC of (y) 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 hereby, (iii) the filing of the Articles Certificate of Merger with the Secretary of State of Nevada, as requiredthe 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 may be required under the "takeover" or "blue sky" laws of various states.

Authority; Noncontravention. The Parent and the Merger Sub have all requisite corporate authority to enter into this Agreement and to consummate the transactions contemplated by this Agreement. The execution and delivery of this Agreement by the Parent and the Merger Sub and the consummation by the Parent and the Merger Sub of the transactions contemplated by this Agreement have been (or at Closing will have been) duly authorized by all necessary corporate action on the part of the Parent and the Merger Sub. This Agreement has been duly executed and delivered by and constitutes a valid and binding obligation of each of the Parent and the Merger Sub, enforceable against each such party in accordance with its terms. The execution and delivery of this Agreement agreement do not, and the consummation of the transactions contemplated by this Agreement and compliance with the provisions 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 loss of a material benefit under, or result in the creation of any lien upon any of the properties or assets of the Parent or any of its subsidiaries under, under (i) the articles of incorporation or bylaws of the Parent or the Merger Sub or the comparable charter or organizational documents of any other subsidiary of the Parent, (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise or license applicable to the Parent, the Merger Sub or any other subsidiary of the Parent or their respective 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 Parent, the Merger Sub or any other subsidiary of the Parent 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 individually or in the aggregate could not have a material adverse effect with respect to the Parent or could not prevent, hinder or materially delay the ability of the Parent 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 Parent, the Merger Sub or any other subsidiary of the Parent in connection with the execution and delivery of this Agreement by the Parent or the Merger Sub or the consummation by the Parent or the Merger Sub, as the case may be, of any of the transactions contemplated by this Agreement, except for the filing of the Articles of Merger with the Secretary of State of Nevada, as required, and such other consentscompliance with applicable rules of the SEC, approvalsincluding without limitation, orders, authorizations, registrations, declarations, filings or notices as may be required under the "blue sky" laws filing of various statesa Current Report on Form 8-K regarding the consummation of the Merger.

Authority; Noncontravention. Parent and Sub have all --------------------------- requisite corporate and other power and authority to enter into this Agreement and and, subject to the Parent Stockholder Approval, to consummate the transactions contemplated by this Agreementhereby and thereby. The execution and delivery of this Agreement by Parent and Sub and the consummation by Parent and Sub of the transactions contemplated by this Agreement hereby and thereby have been (or at Closing will have been) duly authorized by all necessary corporate action on the part of Parent and Sub, subject to the Parent Stockholder Approval. This Agreement has been duly executed and delivered by each of Parent and Sub and constitutes a valid and binding obligation of each of Parent and Sub, enforceable against each such party in accordance with its terms. The execution and delivery of this Agreement do not, and the consummation of the transactions contemplated by this Agreement and compliance with the provisions 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 loss of a material benefit under, or result in the creation of any lien Lien upon any of the properties or assets of Parent or any of its subsidiaries under, (i) the articles certificate of incorporation or bylaws by-laws of Parent or Sub or the comparable charter or organizational documents of any other subsidiary of Parent, (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise or license applicable to Parent, Sub or any other subsidiary of Parent 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 Parent, Sub or any other subsidiary of Parent 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 reasonably be expected to have a material adverse effect with respect to Parent or could not prevent, hinder reasonably be expected to prevent or materially delay the ability of Parent 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 Parent, Sub or any other subsidiary of Parent in connection with the execution and delivery of this Agreement by Parent or Sub or the consummation by Parent or Sub, as the case may be, of any of the transactions contemplated hereby or thereby, except, with respect to this Agreement, for (i) the filing of a premerger notification and report form under the HSR Act, (ii) the filing with the SEC of (y) the Joint Proxy Statement relating to the Parent Stockholder Approval and 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, except for (iii) the filing of the Articles Certificate of Merger with the Secretary of State of Nevadathe State of Delaware, as required, 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 may be required under the "takeover" or "blue sky" laws of various states.

Authority; Noncontravention. Parent and Sub Merger Subsidiary have --------------------------- 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 Parent and Sub and the consummation by Parent and Sub of the transactions contemplated by this Agreement have been (or at Closing will have been) duly authorized by all necessary corporate action on the part of Parent and SubMerger Subsidiary. This Agreement has been duly executed and delivered by Parent and Merger Subsidiary and, assuming this Agreement constitutes a valid and binding agreement of the Company, constitutes a valid and binding obligation of each of Parent and Subsuch party, enforceable against each such party in accordance with its terms. The execution and delivery of this Agreement do not, and the consummation of the transactions contemplated by this Agreement and compliance with the provisions 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 loss of a material benefit under, or result in the creation of any lien Lien upon any of the properties or assets of Parent or any of its subsidiaries under, (i) the articles certificate of incorporation or bylaws by-laws of Parent or Sub Merger Subsidiary or the comparable charter or organizational documents of any other subsidiary of Parent, (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise or license applicable to Parent, Sub Parent or any other subsidiary of Parent Merger Subsidiary 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 Parent, Sub Merger Subsidiary or any other subsidiary of Parent or their respective properties or assets, other than, in the case of clauses clause (ii) and or (iii), any such conflicts, breaches, violations, defaults, rights, losses rights or liens Liens that individually or in the aggregate could would not (A) have a material adverse effect with respect to on Parent or could not preventand its subsidiaries taken as a whole, hinder or materially delay (B) impair the ability of Parent and Merger Subsidiary to consummate perform their respective obligations under this Agreement or (C) prevent the consummation of any of 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 Consent is required by or with respect to Parent, Sub Merger Subsidiary or any other subsidiary of Parent in connection with the execution and delivery of this Agreement by Parent or Sub or the consummation by Parent or SubMerger Subsidiary, as the case may be, of any of the transactions contemplated by this Agreement, except for (i) the filing of a premerger notification and report form under the Articles HSR Act, (ii) compliance with any applicable requirements of Merger the Exchange Act, (iii) the filing of a certificate of merger in accordance with Delaware Law and appropriate documents with the Secretary relevant authorities of State of Nevada, as required, other states in which the Company is qualified to do business and (iv) such other consents, approvals, orders, authorizations, registrations, declarations, declarations and filings or notices as (A) may be required under the "blue sky" laws of various statesany foreign country in which the Company or any of its subsidiaries conducts any business or owns any property or assets or (B) as to which the failure to obtain or make could not reasonably be expected to (x) have a material adverse effect on Parent and its subsidiaries taken as a whole or (y) prevent or materially delay the consummation of any of the transactions contemplated by this Agreement.

Authority; Noncontravention. The Parent and Sub subsidiaries have all requisite corporate authority to enter into this Agreement and to consummate the transactions contemplated by this Agreement. The execution and delivery of this Agreement by the Parent and the Merger Sub and the consummation by the Parent and the Merger Sub of the transactions contemplated by this Agreement have been (or at Closing will have been) duly authorized by all necessary corporate action on the part of the Parent and the Merger Sub. This Agreement has been duly executed and delivered by and constitutes a valid and binding obligation of each of the Parent and the Merger Sub, enforceable against each such party in accordance with its terms. The execution and delivery of this Agreement agreement do not, and the consummation of the transactions contemplated by this Agreement and compliance with the provisions 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 loss of a material benefit under, or result in the creation of any lien upon any of the properties or assets of the Parent or any of its subsidiaries under, (i) the articles of incorporation or bylaws of the Parent or the Merger Sub or the comparable charter or organizational documents of any other subsidiary of the Parent, (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise or license applicable to the Parent, the Merger Sub or any other subsidiary of the Parent or their respective 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 Parent, the Merger Sub or any other subsidiary of the Parent 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 individually or in the aggregate could not have a material adverse effect with respect to the Parent or could not prevent, hinder or materially delay the ability of the Parent 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 Parent, the Merger Sub or any other subsidiary of the Parent in connection with the execution and delivery of this Agreement by the Parent or the Merger Sub or the consummation by the Parent or the Merger Sub, as the case may be, of any of the transactions contemplated by this Agreement, except for the filing of the Articles Certificate of Merger with the Secretary of State of Nevada, as required, and such other consents, approvals, orders, authorizations, registrations, declarations, filings or notices as may be required under the "blue sky" laws of various states.

Authority; Noncontravention. Parent and Sub have each 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 each of Parent and Sub and the consummation by each of Parent and Sub of the transactions contemplated by this Agreement have been (or at Closing will have been) duly authorized by all necessary corporate action on the part of Parent and Sub. This Agreement has been duly executed and delivered by each of Parent and Sub and, assuming the due authorization, execution and delivery by the Company, constitutes a the legal, valid and binding obligation of each of Parent and Sub, enforceable against each such party of Parent and Sub in accordance with its terms. 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 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 loss of a material benefit under, or result in the creation of any lien Lien upon any of the properties or assets of Parent or any of its subsidiaries (including Sub) under, (i) the articles certificate of incorporation or bylaws by- laws of Parent or Sub or the comparable charter or organizational documents of any other subsidiary of Parentits Significant Subsidiaries (including Sub), (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 Parent, Sub Parent or any other subsidiary of Parent its subsidiaries (including Sub) 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 Parent, Sub Parent or any other subsidiary of Parent its subsidiaries (including Sub) 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 Parent or could not prevent, hinder or materially delay (y) reasonably be expected to impair the ability of Parent 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, or notice to, any Governmental Entity is required by or with respect to Parent, Sub Parent or any other subsidiary of Parent its subsidiaries (including Sub) in connection with the execution and delivery of this Agreement by each of Parent or Sub or the consummation by Parent or Sub, as the case may be, of any and Sub of the transactions contemplated by this Agreement, except for (1) the filing of a pre-merger notification and report form by Parent under the HSR Act; (2) the filing with the SEC of (A) the Form S-4 and (B) such reports under Section 13(a), 13(d), 15(d) or 16(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 Articles Certificate of Merger with the Secretary of State of Nevada, as requiredDelaware and such filings with Governmental Entities to satisfy the applicable requirements of the laws of states in which Parent and its subsidiaries are qualified or licensed to do business or state securities or "blue sky" laws; (4) such filings with and approvals of the NYSE and the Pacific Stock Exchange (the "PSE") to permit the shares of Parent Common Stock to be issued in the Merger and under the Company Stock Plans to be listed on the NYSE and the PSE and to permit the depositary shares representing the Parent New Preferred Stock that are to be issued in the Merger to be listed on the NYSE (to the extent the corresponding depositary shares representing Company Preferred Stock were listed on the NYSE immediately prior to the Effective Time); (5) filings in respect of, and approvals and authorizations of, any Governmental Entity having jurisdiction over the securities, commodities, banking, insurance, or other financial services businesses; and (6) such other consents, approvals, orders, authorizations, registrations, declarations, filings orders or notices as may authorizations the failure of which to be required made or obtained individually or in the aggregate would not (x) have a material adverse effect on Parent or (y) reasonably be expected to impair the ability of Parent to perform its obligations under the "blue sky" laws of various statesthis Agreement.

Authority; Noncontravention. Parent and Sub have all requisite corporate power and authority to enter into this Agreement and, subject to the Parent Stockholder Approval (as defined in Section 3.02(k)) and the filing of an amendment to Parent's Restated Certificate of Incorporation to increase the authorized Parent Common Stock (the "Amendment to Parent's Restated Certificate of Incorporation"), to consummate the transactions contemplated by this Agreement. The Board of Directors of Parent has approved this Agreement and the transactions contemplated by this Agreement, and has resolved to recommend to Parent's stockholders that they give the Parent Stockholder Approval. The execution and delivery of this Agreement by Parent and Sub and the consummation by Parent and Sub of the transactions contemplated by this Agreement Agreement, in each case by Parent or by Parent and Sub, as the case may be, have been (or at Closing will have been) duly authorized by all necessary corporate action on the part of Parent and Sub, subject to the Parent Stockholder Approval and the filing of the Amendment to Parent's Restated Certificate of Incorporation. This Agreement has been duly executed and delivered by Parent and Sub, respectively, and constitutes a valid and binding obligation of each of Parent and Sub, respectively, enforceable against each such party in accordance with its terms. The Except as set forth in Section 3.02(d) of the Parent Disclosure Letter, 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 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 consent, termination, purchase, cancellation or acceleration of or "put" right with respect to any obligation or to loss of a material benefit any property, rights or benefits under, or result in the imposition of any additional obligation under, or result in the creation of any lien Lien upon any of the properties or assets of Parent Parent, Sub or any of its subsidiaries other Parent Subsidiary under, (i) the articles Restated Certificate of Incorporation or By-laws of Parent, the certificate of incorporation or bylaws and by-laws of Parent or Sub Sub, or the comparable charter or organizational documents of any other subsidiary of ParentParent Subsidiary, (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise or license Contract applicable to Parent, Sub or any other subsidiary of Parent Subsidiary or their respective properties or assets, assets or (iii) subject to the governmental filings and other matters referred to in the following sentence, and as set forth in Section 3.02(d) of the Parent Disclosure Letter, any judgment, order, decree, statute, law, ordinance, rule, rule or regulation or arbitration award applicable to Parent, Sub or any other subsidiary of Parent 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 with respect to Parent or could not prevent, hinder or materially delay the ability of Parent to consummate the transactions contemplated by this AgreementMaterial Adverse Effect. 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 Parent, Sub or any other subsidiary of Parent Subsidiary in connection with the execution and delivery of this Agreement by Parent or Sub Sub, as the case may be, or the consummation by Parent or Sub, as the case may be, of any of the transactions contemplated by this Agreement, except for (i) the filing with the SEC of (A) the Proxy Statement, and (B) 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, (ii) the filing of the Articles Certificate of Merger and the Amendment to Parent's Restated Certificate of Incorporation with the Delaware Secretary of State and appropriate documents with the relevant authorities of Nevadaother states in which Parent is qualified to do business, (iii) those that may be required solely by reason of the Company's (as required, opposed to any other third party's) participation in the Merger and the other transactions contemplated by this Agreement and (iv) such other consents, approvals, orders, authorizations, registrations, declarationsdeclarations and filings, filings or notices including under applicable Environmental Laws, (x) as may be required under the "blue sky" laws of various statesany foreign country in which Parent or any Parent Subsidiary conducts any business or owns any property or assets, (y) as are set forth in Section 3.02(d) of the Parent Disclosure Letter or (z) that, if not obtained or made, would not, individually or in the aggregate, have a Parent Material Adverse Effect. Except as set forth in Section 3.02(d) of the Parent Disclosure Letter, Parent and the Parent Subsidiaries possess all Permits, including pursuant to any Environmental Law, necessary to conduct their business as such business is currently conducted or is expected to be conducted, except for such Permits, the lack of possession of which has not, and is not reasonably expected to have, a Parent Material Adverse Effect. Except as set forth in Section 3.02(d) of the Parent Disclosure Letter, (i) all such Permits are validly held by Parent or the Parent Subsidiaries, and Parent and the Parent Subsidiaries have complied in all respects with all terms and conditions thereof, except for such instances where the failure to validly hold such Permits or the failure to have complied with such Permits has not, and is not reasonably expected to have, a Parent Material Adverse Effect, (ii) none of such Permits will be subject to suspension, modification, revocation or nonrenewal as a result of the execution and delivery of this Agreement or the consummation of the Merger, other than such Permits the suspension, modification or nonrenewal of which, individually or in the aggregate, have not had and could not reasonably be expected to have a Parent Material Adverse Effect and (iii) since December 31, 1995, neither Parent nor any Parent Subsidiary has received any written warning, notice, notice of violation or probable violation, notice of revocation, or other written communication from or on behalf of any Governmental Entity, alleging (A) any violation of such Permit or (B) that Parent or any Parent Subsidiary requires any Permit required for its business, as such business is currently conducted that is not currently held by it.

Authority; Noncontravention. Parent and Sub have 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 Parent and Sub and the consummation by Parent and Sub of the transactions contemplated by this Agreement have been (or at Closing will have been) duly authorized by all necessary corporate action on the part of Parent and Sub. No vote or consent of the stockholders of Parent or Sub, which has not been obtained, is required under applicable law or rule of the NYSE to approve the Merger, this Agreement or the transactions contemplated hereby. This Agreement has been duly executed and delivered by and constitutes a valid and binding obligation of each of Parent and Sub, enforceable against each such party in accordance with its terms. The execution and delivery of this Agreement do not, and the consummation of the transactions contemplated by this Agreement and compliance with the provisions 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 loss of a material benefit under, or result in the creation of any lien Lien upon any of the properties or assets of Parent or any of its subsidiaries under, (i) the articles certificate of incorporation or bylaws by-laws of Parent or Sub or the comparable charter or organizational documents of any other subsidiary of Parent, (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise or license applicable to Parent, Sub or any other subsidiary of Parent or their respective respec- tive 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 Parent, Sub or any other subsidiary of Parent 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 Parent or could not prevent, hinder or materially delay the ability of Parent 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 Parent, Sub or any other subsidiary of Parent in connection with the execution and delivery deliv- ery of this Agreement by Parent or Sub or the consummation by Parent or Sub, as the case may be, of any of the transactions contemplated by this Agreement, except for (i) the filing of a premerger notification and report form under the HSR Act, (ii) the filing with the SEC of (y) 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 hereby, (iii) the filing of the Articles Certificate of Merger with the Secretary Department of State of Nevada, as requiredthe 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, approvalsapprov- als, orders, authorizations, registrations, declarations, filings or notices as may be required under the "takeover" or "blue sky" laws of various states.

Authority; Noncontravention. Parent and Sub have all requisite corporate power and authority to enter into this Agreement and, subject to the Parent Stockholder Approval (as defined in Section 3.02(k)) and the filing of an amendment to Parent's Restated Certificate of Incorporation to increase the authorized Parent Common Stock (the "Amendment to Parent's Restated Certificate of Incorporation"), to consummate the transactions contemplated by this Agreement. The Board of Directors of Parent has approved this Agreement and the transactions contemplated by this Agreement, and has resolved to recommend to Parent's stockholders that they give the Parent Stockholder Approval. The execution and delivery of this Agreement by Parent and Sub and the consummation by Parent and Sub of the transactions contemplated by this Agreement Agreement, in each case by Parent or by Parent and Sub, as the case may be, have been (or at Closing will have been) duly authorized by all necessary corporate action on the part of Parent and Sub, subject to the Parent Stockholder Approval and the filing of the Amendment to Parent's Restated Certificate of Incorporation. This Agreement has been duly executed and delivered by Parent and Sub, respectively, and constitutes a valid and binding obligation of each of Parent and Sub, respectively, enforceable against each such party in accordance with its terms. The Except as set forth in Section 3.02(d) of the Parent Disclosure Letter, 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 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 consent, termination, purchase, cancellation or acceleration of or "put" right with respect to any obligation or to loss of a material benefit any property, rights or benefits under, or result in the imposition of any additional obligation under, or result in the creation of any lien Lien upon any of the properties or assets of Parent Parent, Sub or any of its subsidiaries other Parent Subsidiary under, (i) the articles Restated Certificate of Incorporation or By-laws of Parent, the certificate of incorporation or bylaws and by-laws of Parent or Sub Sub, or the comparable charter or organizational organiza- tional documents of any other subsidiary of ParentParent Subsidiary, (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise or license Contract applicable to Parent, Sub or any other subsidiary of Parent Subsidiary or their respective properties or assets, assets or (iii) subject to the governmental filings and other matters referred to in the following sentence, and as set forth in Section 3.02(d) of the Parent Disclosure Letter, any judgment, order, decree, statute, law, ordinance, rule, rule or regulation or arbitration award applicable to Parent, Sub or any other subsidiary of Parent 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 with respect to Parent or could not prevent, hinder or materially delay the ability of Parent to consummate the transactions contemplated by this AgreementMaterial Adverse Effect. 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 Parent, Sub or any other subsidiary of Parent Subsidiary in connection with the execution and delivery of this Agreement by Parent or Sub Sub, as the case may be, or the consummation by Parent or Sub, as the case may be, of any of the transactions contemplated by this Agreement, except for (i) the filing with the SEC of (A) the Proxy Statement, and (B) 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, (ii) the filing of the Articles Cer- tificate of Merger and the Amendment to Parent's Restated Certificate of In- corporation with the Delaware Secretary of State and appropriate documents with the relevant authorities of Nevadaother states in which Parent is qualified to do business, (iii) those that may be required solely by reason of the Company's (as required, opposed to any other third party's) participation in the Merger and the other transactions contemplated by this Agreement and (iv) such other consents, approvals, orders, authorizations, registrations, declarationsdeclarations and filings, filings or notices including under applicable Environmental Laws, (x) as may be required under the "blue sky" laws of various statesany foreign country in which Parent or any Parent Subsidiary conducts any business or owns any property or assets, (y) as are set forth in Section 3.02(d) of the Parent Disclosure Letter or (z) that, if not obtained or made, would not, individually or in the aggregate, have a Parent Material Adverse Effect. Except as set forth in Section 3.02(d) of the Parent Disclosure Letter, Parent and the Parent Subsidiaries possess all Permits, including pursuant to any Environmental Law, necessary to conduct their busi- ness as such business is currently conducted or is expected to be conducted, except for such Permits, the lack of possession of which has not, and is not reasonably expected to have, a Parent Material Adverse Effect. Except as set forth in Section 3.02(d) of the Parent Disclosure Letter, (i) all such Permits are validly held by Parent or the Parent Subsidiaries, and Parent and the Parent Subsidiaries have complied in all respects with all terms and conditions thereof, except for such instances where the failure to validly hold such Permits or the failure to have complied with such Permits has not, and is not reasonably expected to have, a Parent Material Adverse Effect, (ii) none of such Permits will be subject to suspension, modification, revocation or nonrenewal as a result of the execution and delivery of this Agreement or the consummation of the Merger, other than such Permits the suspension, modification or nonrenewal of which, individually or in the aggregate, have not had and could not reasonably be expected to have a Parent Material Adverse Effect and (iii) since December 31, 1995, neither Parent nor any Parent Subsidiary has received any written warning, notice, notice of violation or probable violation, notice of revocation, or other written communication from or on behalf of any Governmental Entity, alleging (A) any violation of such Permit or (B) that Parent or any Parent Subsidiary requires any Permit re- quired for its business, as such business is currently conducted that is not currently held by it.