Common use of Authority; Noncontravention Clause in Contracts

Authority; Noncontravention. Acq Corp has 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 Acq Corp and the consummation by Acq Corp of the transactions contemplated by this Agreement have been duly authorized by all necessary corporate action on the part of Acq Corp. This Agreement has been duly executed and delivered by Acq Corp and, assuming this Agreement constitutes the valid and binding obligation of Target, constitutes a valid and binding obligation of Acq Corp, enforceable against Acq Corp in accordance with its terms. The execution and delivery of this Agreement do not, and the consummation of the transactions contemplated by this Agreement will not, conflict with, or result in any 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 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 Acq Corp under, (i) the articles of incorporation or by-laws of Acq Corp, (ii) subject to the governmental filings and other matters referred to in the following sentence, any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise or license applicable to Acq Corp or (iii) subject to the governmental filings and other matters referred to in the following sentence, any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Acq Corp or its properties or assets, other than, in the case of clauses (ii) or (iii), any such conflicts, violations, defaults, rights or Liens that individually or in the aggregate would not (x) have a material adverse effect on Acq Corp, (y) impair in any material respect the ability of Acq Corp to perform its obligations under this Agreement or (z) prevent or impede 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 Governmental Entity is required by Acq Corp in connection with the execution and delivery of this Agreement or the consummation by Acq Corp 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 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 of Merger with the Nevada Secretary of State and appropriate documents with the relevant authorities of other states in which Target is qualified to do business, (iv) any approvals, licenses, authorizations, orders, registrations, findings of suitability and filings of notices with Gaming Authorities under Gaming Laws, (v) such filings as may be required by an applicable state securities or "blue sky" laws, (vi) in connection with any state or local tax which is attributable in respect of the beneficial ownership of real property of Target or its Subsidiaries, (vii) such immaterial filings and immaterial consents as may be required under any environmental, health or safety law or regulation pertaining to any notification, disclosure or required approval triggered by the Merger or the transactions contemplated by this Agreement, (viii) such immaterial filings, consents, approvals, orders, registrations and declarations as may be required under the laws of any foreign country in which the Acq Corp or any of its Subsidiaries or Target or any of its Subsidiaries conducts any business or owns any assets, and (ix) such other consents, approvals, orders, authorizations, registrations, declarations and filings the failure of which to be obtained or made would not, individually or in the aggregate, (x) have a material adverse effect on Acq Corp, (y) impair, in any material respect, the ability of Acq Corp to perform its obligations under this Agreement or (z) prevent or significantly delay the consummation of the transactions contemplated by this Agreement.

Authority; Noncontravention. Acq Corp has Parent and Merger Sub have the requisite corporate power and authority to enter into this Agreement and the Tender Agreement, to perform their respective obligations under this Agreement and the Tender Agreement and to consummate the transactions contemplated by this Agreement and the Tender Agreement. The execution execution, delivery and delivery performance of this Agreement and the Tender Agreement by Acq Corp Parent and Merger Sub and the consummation by Acq Corp Parent and Merger Sub of the transactions contemplated by this Agreement and the Tender Agreement have been duly authorized by all necessary the Boards of Directors of each of Parent and Merger Sub and have been duly approved by Parent as sole stockholder of Merger Sub, and no other corporate action proceedings on the part of Acq Corp. Parent or Merger Sub (other than in connection with a short-form merger under Section 253 of the DGCL) are necessary to authorize this Agreement, the Tender Agreement or to consummate the transactions contemplated by this Agreement and the Tender Agreement. This Agreement has and the Tender Agreement have each been duly executed and delivered by Acq Corp each of Parent and Merger Sub and, assuming this Agreement constitutes the valid and binding obligation of Target, constitutes a valid and binding obligation of Acq CorpCompany, constitute valid and binding obligations of each of Parent and Merger Sub, enforceable against Acq Corp each such party in accordance with its their respective terms. The None of the execution and delivery of this Agreement do notor the Tender Agreement, and the consummation of the transactions contemplated by this Agreement will notand the Tender Agreement or compliance with the provisions of this Agreement and the Tender Agreement, conflict (i) conflicts with any of the provisions of the certificate of incorporation or bylaws of Parent or Merger Sub, in each case as amended to the date of this Agreement, (ii) conflicts with, or result in any violation of, a breach of or default under (with or without notice or lapse of time, or both) underany contract (including the Commitment Letter (as defined in Section 4.2(e))), or give rise to a right of termination, cancellation or acceleration of any obligation or to loss of a material benefit under, or result in the creation of any Lien upon any of the properties or assets of Acq Corp under, (i) the articles of incorporation or by-laws of Acq Corp, (ii) subject to the governmental filings and other matters referred to in the following sentence, any loan or credit agreement, note, bondindenture, mortgage, indenturedeed of trust, lease or other agreementinstrument to which Parent or Merger Sub is a party or by which Parent or Merger Sub or any of their respective assets is bound or subject, instrument, permit, concession, franchise or license applicable to Acq Corp or (iii) subject to the governmental filings and other matters referred to in the following sentenceSection 4.2(c), contravenes any domestic or foreign law, rule or regulation, or any order, writ, judgment, orderinjunction, decree, statute, law, ordinance, rule determination or regulation award currently in effect that is applicable to Acq Corp Parent or its properties or assetsMerger Sub, other thanwhich, in the case of clauses (ii) or (iii), any such conflicts, violations, defaults, rights or Liens that individually or in the aggregate would not (x) have a material adverse effect on Acq Corp, (y) impair in any material respect the ability of Acq Corp to perform its obligations under this Agreement or (z) prevent or impede 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 Governmental Entity is required by Acq Corp in connection with the execution and delivery of this Agreement or the consummation by Acq Corp 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 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 of Merger with the Nevada Secretary of State and appropriate documents with the relevant authorities of other states in which Target is qualified above, has, or would reasonably be expected to do business, (iv) any approvals, licenses, authorizations, orders, registrations, findings of suitability and filings of notices with Gaming Authorities under Gaming Laws, (v) such filings as may be required by an applicable state securities or "blue sky" laws, (vi) in connection with any state or local tax which is attributable in respect of the beneficial ownership of real property of Target or its Subsidiaries, (vii) such immaterial filings and immaterial consents as may be required under any environmental, health or safety law or regulation pertaining to any notification, disclosure or required approval triggered by the Merger or the transactions contemplated by this Agreement, (viii) such immaterial filings, consents, approvals, orders, registrations and declarations as may be required under the laws of any foreign country in which the Acq Corp or any of its Subsidiaries or Target or any of its Subsidiaries conducts any business or owns any assets, and (ix) such other consents, approvals, orders, authorizations, registrations, declarations and filings the failure of which to be obtained or made would nothave, individually or in the aggregate, (x) have a material adverse effect on Acq Corp, (y) impair, in any material respect, the ability of Acq Corp to perform its obligations under this Agreement or (z) prevent or significantly delay the consummation of the transactions contemplated by this AgreementParent Material Adverse Effect.

Authority; Noncontravention. Acq Corp Each of JPFI and Merger Sub has the all requisite corporate power and authority to enter into this Agreement, and JPFI has all requisite corporate power and authority to enter into the Option Agreements and the Support Agreement and and, subject to the JPFI Stockholder Approval (as defined in Section 3.2(l)), to consummate the transactions contemplated by this Agreementhereby and thereby. The execution and delivery of this Agreement by Acq Corp each of JPFI and Merger Sub, and the execu- tion and delivery of the Option Agreements and the Support Agreement by JPFI and the consummation by Acq Corp JPFI and Merger Sub of the transactions contemplated by this Agreement hereby and thereby have been duly authorized by all necessary corporate action on the part of Acq Corp. JPFI and Merger Sub, subject, in the case of the Merger and the issuance of JPFI Common Stock in connection with the Merger, to the JPFI Stockholder Approval. This Agreement has been been, and the Support Agreement and Option Agreements will be, duly executed and delivered by Acq Corp JPFI (and, in the case of this Agreement, by Merger Sub) and, assuming this Agreement constitutes the due authorization, execution and delivery thereof by RSI, constitute (or will con- stitute, as the case may be) the legal, valid and binding obligation obli- gation of TargetJPFI (and, constitutes a valid and binding obligation in the case of Acq Corpthis Agreement, Merger Sub), enforceable against Acq Corp JPFI (and, in the case of this Agree- ment, Merger Sub) in accordance with its their terms. The execution execu- tion and delivery of this Agreement do does not, and the execution and delivery of the Option Agreements and the consummation of the transactions contemplated by hereby and thereby and compliance with the provisions of this Agreement, the Support Agreement and the Option Agreements will not, conflict with, or result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of terminationtermina- tion, cancellation or acceleration of any obligation or to loss of a material benefit under, or result in the creation of any Lien upon any of the properties or assets of Acq Corp JPFI or any of its subsidiaries or (assuming the consummation of the transactions contemplated hereby without giving effect to Section 1.7) in any restriction on the conduct of JPFI's business or operations under, (i) the articles of incorporation JPFI Certificate or the by-laws of Acq CorpJPFI or the comparable orga- nizational documents of any of its subsidiaries, (ii) subject to the governmental filings and other matters referred to in the following sentence, any loan or credit agreement, note, bond, mortgage, indenture, trust document, lease or other agreement, instrument, permit, concessionconces- sion, franchise franchise, license or license similar authorization applicable to Acq Corp JPFI or any of its subsidiaries or their respective properties or assets or (iii) subject to the governmental filings and other matters referred to in the following sentence, any judgmentjudg- ment, order, decree, statute, law, ordinance, rule or regulation regula- tion applicable to Acq Corp JPFI or any of its subsidiaries or their respective properties or assets, other than, in the case of clauses (ii) or and (iii), any such conflicts, violations, defaultsde- faults, rights rights, losses, restrictions or Liens that individually or in the aggregate would not (x) have a material adverse effect ef- fect on Acq Corp, JPFI or (y) reasonably be expected to impair in any material respect the ability abil- ity of Acq Corp JPFI or Merger Sub to perform its obligations under this Agreement or (z) prevent or impede and, in the consummation case of any of JPFI individually, under the transactions contemplated by this Option Agreements and the Support Agreement). No consent, approvalap- proval, order or authorization of, action by, or in respect of, or registration, declaration or filing with, any Governmental Entity is required by Acq Corp or with respect to JPFI or any of its subsidiaries in connection with the execution and delivery of this Agreement by JPFI and Merger Sub, or the execution and delivery by JPFI of the Option Agreements and the Support Agreement, or the consummation by Acq Corp of any JPFI or Merger Sub of the transactions contemplated by this Agreementhereby or thereby, except for (i1) the filing of a premerger pre-merger notification and report form by JPFI under the HSR Act, ; (ii2) the filing with the SEC of (A) the Joint Proxy Statement relating to the JPFI Stockholders Meeting, (B) the Form S-4 and (C) such reports under Section 13(a), 13(d), 15(d) or 16(a) of the Exchange Act as may be required in connection con- nection with this Agreement and the Option Agreements and the transactions contemplated by this Agreement, hereby and thereby; (iii3) the filing of the Articles Certificate of Merger with the Nevada Secretary of State of Dela- ware and appropriate documents with the relevant authorities of other states in which Target JPFI is qualified to do business, (iv) any approvals, licenses, authorizations, orders, registrations, findings of suitability business and filings of notices with Gaming Authorities under Gaming Laws, (v) such filings as may be required by an with Governmental Entities to satisfy the applicable requirements of state securities or "blue sky" laws, ; (vi4) in connection such filings with any state or local tax which is attributable in respect and approvals of the beneficial ownership NYSE to permit the shares of real property of Target or its Subsidiaries, JPFI Common Stock that are to be issued in the Merger and under the RSI Stock Plans to be listed on the NYSE; and (vii5) such immaterial filings and immaterial consents as may be required under any environmental, health or safety law or regulation pertaining to any notification, disclosure or required approval triggered by the Merger or the transactions contemplated by this Agreement, (viii) such immaterial filings, consentscon- sents, approvals, orders, registrations and declarations as may be required under the laws of any foreign country in which the Acq Corp orders or any of its Subsidiaries or Target or any of its Subsidiaries conducts any business or owns any assets, and (ix) such other consents, approvals, orders, authorizations, registrations, declarations and filings authorizations the failure of which to be made or obtained or made would not, individually or in the aggregate, aggregate would not (x) have a material adverse effect on Acq Corp, JPFI or (y) impair, in any material respect, reason- ably be expected to impair the ability of Acq Corp JPFI or Merger Sub to perform its obligations under this Agreement or (z) prevent or significantly delay the consummation of the transactions contemplated by this Agreement.

Authority; Noncontravention. Acq Corp Each of Acquiror and Merger Sub has the all 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 Acq Corp and the Ancillary Agreements to which it is a party and the consummation by Acq Corp of the transactions contemplated by this Agreement hereby and thereby have been duly authorized by all necessary corporate action on the part of Acq Corp. each of Acquiror and Merger Sub. This Agreement has been duly executed and delivered by Acq Corp each of Acquiror and Merger Sub and, assuming this Agreement constitutes the a valid and binding obligation of Targetthe Company, constitutes a valid and binding obligation of Acq Corpeach of Acquiror and Merger Sub, enforceable against Acq Corp it in accordance with its terms. The None of the execution and delivery of this Agreement do notAgreement, and the Ancillary Agreements to which Acquiror or Merger Sub is a party or the consummation of the transactions contemplated by hereby and thereby and compliance with the provisions of this Agreement or such Ancillary Agreements will not, conflict with, or result in any 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 any obligation or to the loss of a material benefit under, or result in the creation of any Lien upon any of the properties or assets of Acq Corp Acquiror or Merger Sub under, (i) the articles certificate of incorporation or by-laws of Acq CorpAcquiror or Merger Sub or the comparable charter or organizational documents of any other subsidiary of Acquiror, (ii) subject to the governmental filings and other matters referred to in the following sentence, any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise or license applicable to Acq Corp which Acquiror or any of its subsidiaries is a party or by which Acquiror or any of its subsidiaries or any of their respective 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 or regulation applicable to Acq Corp Acquiror, or any of its subsidiaries or their respective properties or assets, assets other than, in the case of clauses (ii) or and (iii), any such conflicts, violations, defaults, rights or Liens that individually or in the aggregate would not (x) have a material adverse effect on Acq CorpAcquiror and its subsidiaries taken as a whole, (y) materially impair in any material respect the ability of Acq Corp Acquiror to perform its obligations under this Agreement or the Ancillary Agreements to which it is a party or (z) prevent or impede materially delay the consummation of any of the transactions contemplated by this AgreementAgreement or such Ancillary Agreements to which it is party. No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity is required by Acq Corp or with respect to Acquiror or any subsidiary of Acquiror in connection with the execution and delivery of this Agreement and any of the Ancillary Agreements to which it is a party, or the consummation by Acq Corp Acquiror or any of its subsidiaries of any of the transactions contemplated by this Agreementhereby and thereby, except for (i) the filing of a premerger notification and report form under the HSR Act, (ii) the filing with the SEC of the Form S-4 and such reports under Sections 13 and 16(a) of the Exchange Act as may be required in connection with this Agreement and the transactions contemplated by this Agreement, (iiiii) the filing of the Articles Certificate of Merger with the Nevada Missouri Secretary of State and appropriate documents with the relevant authorities of other states in which Target the Company is qualified to do business, (iv) any approvals, licenses, authorizations, orders, registrations, findings of suitability and filings of notices with Gaming Authorities under Gaming Laws, (viii) such filings as may be required by an applicable state securities or "blue sky" laws, (vi) in connection with any state or local tax which is attributable in respect of the beneficial ownership of real property of Target or its Subsidiaries, (vii) such immaterial filings and immaterial consents as may be required under any environmental, health or safety law or regulation pertaining to any notification, disclosure or required approval triggered by the Merger or the transactions contemplated by this Agreement, (viii) such immaterial filings, consents, approvals, orders, registrations authorizations, registrations, declarations and declarations filings as may be required under the "takeover" or "blue sky" laws of any foreign country in which various states, (iv) expiration of the Acq Corp or any of its Subsidiaries or Target or any of its Subsidiaries conducts any business or owns any assetswaiting period under the HSR X-00 00 Xxx, (x) xxxh consents, approvals, orders, authorizations, registrations, declarations and filings as are set forth on Schedule 3.3(c), and (ixvi) such other consents, approvals, orders, authorizations, registrations, declarations and filings filings, the failure of which to obtain or make could not reasonably be obtained or made would not, individually or in the aggregate, (x) expected to have a material adverse effect on Acq CorpAcquiror and its subsidiaries taken as a whole. (d) SEC Documents; Undisclosed Liabilities. (i) Acquiror has filed all required reports, schedules, forms, statements and other documents with the SEC since January 1, 1994 (y) impairthe "ACQUIROR SEC DOCUMENTS"). As of their respective dates, the Acquiror 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 Acquiror SEC Documents, and none of the Acquiror SEC Documents 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 any material respect, the ability of Acq Corp to perform its obligations under this Agreement or (z) prevent or significantly delay the consummation light of the transactions contemplated circumstances under which they were made, not misleading. The financial statements of Acquiror included in the Acquiror 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 (except as permitted by this Agreement.Form 10-Q of the SEC in the case of unaudited statements) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present the consolidated financial position of Acquiror and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). (ii) None of the press releases issued by Acquiror since March 31, 1994 contained at the time of issuance any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. (e)

Authority; Noncontravention. Acq Corp (a) The Investor has the requisite corporate all necessary power and authority to enter into execute and deliver this Agreement and the other Transaction Documents, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated by this AgreementTransactions. The execution execution, delivery and delivery performance by the Investor of this Agreement by Acq Corp and the other Transaction Documents and the consummation by Acq Corp such Investor of the transactions contemplated by this Agreement Transactions have been duly authorized and approved by all necessary corporate action on the part of Acq Corp. such Investor, and no further action, approval or authorization by any of its stockholders, partners, members or other equity owners, as the case may be, is necessary to authorize the execution, delivery and performance by such Investor of this Agreement and the other Transaction Documents and the consummation by the Investor of the Transactions. This Agreement has been duly executed and delivered by Acq Corp the Investor and, assuming this Agreement due authorization, execution and delivery hereof by the Company, constitutes the a legal, valid and binding obligation of Target, constitutes a valid and binding obligation of Acq Corpsuch Investor, enforceable against Acq Corp it in accordance with its terms. The execution and delivery of this Agreement do not, and the consummation of the transactions contemplated by this Agreement will not, conflict with, or result in any 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 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 Acq Corp under, (i) the articles of incorporation or by-laws of Acq Corp, (ii) subject to the governmental filings Bankruptcy and other matters referred to in the following sentence, any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise or license applicable to Acq Corp or (iii) subject to the governmental filings and other matters referred to in the following sentence, any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Acq Corp or its properties or assets, other than, in the case of clauses (ii) or (iii), any such conflicts, violations, defaults, rights or Liens that individually or in the aggregate would not (x) have a material adverse effect on Acq Corp, (y) impair in any material respect the ability of Acq Corp to perform its obligations under this Agreement or (z) prevent or impede the consummation of any of the transactions contemplated by this AgreementEquity Exception. No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity is required by Acq Corp in connection with Neither the execution and delivery of this Agreement or the other Transaction Documents by the Investor, nor the consummation of the Transactions by Acq Corp of the Investor, nor performance or compliance by the Investor with any of the transactions contemplated by this Agreementterms or provisions hereof or thereof, except for will (i) conflict with or violate any provision of the filing certificate or articles of a premerger notification and report form under the HSR Actincorporation, bylaws or other comparable charter or organizational documents of such Investor or (ii) assuming that the filing with authorizations, consents and approvals referred to in Section 4.03 are obtained prior to the SEC of such reports under the Exchange Act as may be required in connection with this Agreement Closing Date and the transactions contemplated by this Agreementfilings referred to in Section 4.03 are made and any waiting periods with respect to such filings have terminated or expired prior to the Closing Date, (iiix) violate any Law or Judgment applicable to the filing of the Articles of Merger with the Nevada Secretary of State and appropriate documents with the relevant authorities of other states in which Target is qualified to do business, (iv) any approvals, licenses, authorizations, orders, registrations, findings of suitability and filings of notices with Gaming Authorities under Gaming Laws, (v) such filings as may be required by an applicable state securities or "blue sky" laws, (vi) in connection with any state or local tax which is attributable in respect of the beneficial ownership of real property of Target or its Subsidiaries, (vii) such immaterial filings and immaterial consents as may be required under any environmental, health or safety law or regulation pertaining to any notification, disclosure or required approval triggered by the Merger or the transactions contemplated by this Agreement, (viii) such immaterial filings, consents, approvals, orders, registrations and declarations as may be required under the laws of any foreign country in which the Acq Corp Investor or any of its Subsidiaries or Target (y) violate or constitute a default (or constitute an event which, with notice or lapse of time or both, would violate or constitute a default) under any of the terms, conditions or provisions of any Contract to which such Investor or any of its Subsidiaries conducts is a party or accelerate such Investor’s or any business or owns of its Subsidiaries’, if applicable, obligations under any assetssuch Contract, and except, in the case of clause (ix) such other consentsii), approvals, orders, authorizations, registrations, declarations and filings the failure of which to be obtained or made as would not, individually or in the aggregate, (x) reasonably be expected to have a material adverse effect on Acq Corp, (y) impair, in any material respect, the ability of Acq Corp to perform its obligations under this Agreement or (z) prevent or significantly delay the consummation of the transactions contemplated by this Agreementan Investor Material Adverse Effect.

Authority; Noncontravention. Acq Corp RSI has the requisite all requi- site corporate power and authority to enter into this Agreement and Agree- ment, each of the Option Agreements and, subject, in the case of the Merger, to the RSI Stockholder Approval (as defined in Section 3.1(l)), to consummate the transactions contemplated by this Agreementhereby and thereby. The execution and delivery of this Agreement Agree- ment and each of the Option Agreements by Acq Corp RSI and the consummation consumma- tion by Acq Corp RSI of the transactions contemplated by this Agreement hereby and thereby have been duly authorized by all necessary corporate action on the part of Acq Corp. RSI, subject, in the case of the Merger, to the RSI Stockholder Approval. This Agreement has been been, and the Option Agreements will be, duly executed and delivered by Acq Corp RSI and, assuming this Agreement the due authorization, execution and delivery thereof by JPFI, constitutes (or will constitute, as the case may be) the legal, valid and binding obligation of Target, constitutes a valid and binding obligation of Acq CorpRSI, enforceable against Acq Corp RSI in accordance with its their terms. The execution and delivery of this Agreement do does not, and the execution and de- livery of the Option Agreements and the consummation of the transactions contemplated by hereby and thereby and compliance with the provisions of this Agreement and the Option Agreements will not, conflict with, or result in any violation of, or default de- fault (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration ac- celeration of 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 Acq Corp RSI or any of its subsidiaries or (assuming the consummation of the transactions contemplated hereby without giving effect to Section 1.7) in any restriction on the conduct of JPFI's business or operations under, (i) the articles of incorporation RSI Certificate or the by-laws of Acq CorpRSI or the comparable organizational docu- ments of any of its subsidiaries, (ii) subject to the governmental filings and other matters referred to in the following sentenceexcept as contemplated by Section 5.17, any loan or credit agreement, note, bond, mortgage, indenture, trust document, lease or other agreement, instrument, permit, concession, franchise franchise, license or license similar authorization applicable to Acq Corp RSI or any of its 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 or regulation applicable to Acq Corp or its properties or assets, other than, in the case of clauses (ii) or (iii), any such conflicts, violations, defaults, rights or Liens that individually or in the aggregate would not (x) have a material adverse effect on Acq Corp, (y) impair in any material respect the ability of Acq Corp to perform its obligations under this Agreement or (z) prevent or impede 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 Governmental Entity is required by Acq Corp in connection with the execution and delivery of this Agreement or the consummation by Acq Corp 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 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 of Merger with the Nevada Secretary of State and appropriate documents with the relevant authorities of other states in which Target is qualified to do business, (iv) any approvals, licenses, authorizations, orders, registrations, findings of suitability and filings of notices with Gaming Authorities under Gaming Laws, (v) such filings as may be required by an applicable state securities or "blue sky" laws, (vi) in connection with any state or local tax which is attributable in respect of the beneficial ownership of real property of Target or its Subsidiaries, (vii) such immaterial filings and immaterial consents as may be required under any environmental, health or safety law or regulation pertaining to any notification, disclosure or required approval triggered by the Merger or the transactions contemplated by this Agreement, (viii) such immaterial filings, consents, approvals, orders, registrations and declarations as may be required under the laws of any foreign country in which the Acq Corp or any of its Subsidiaries or Target or any of its Subsidiaries conducts any business or owns any assets, and (ix) such other consents, approvals, orders, authorizations, registrations, declarations and filings the failure of which to be obtained or made would not, individually or in the aggregate, (x) have a material adverse effect on Acq Corp, (y) impair, in any material respect, the ability of Acq Corp to perform its obligations under this Agreement or (z) prevent or significantly delay the consummation of the transactions contemplated by this Agreement.the

Authority; Noncontravention. Acq Corp has Compass and Sub have the requisite corporate power and authority to enter into execute and deliver this Agreement and to consummate the transactions contemplated by this Agreementhereby. The execution and delivery of this Agreement by Acq Corp Compass and Sub, the consummation by Acq Corp Compass and Sub of the transactions contemplated by this Agreement hereby and the financing arrangements referred to in Section 3.02(d), have been duly authorized by all necessary corporate action on the part of Acq Corp. Compass and Sub and no other corporate proceedings on the part of Compass or Sub are necessary to approve this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly executed and delivered by Acq Corp and, assuming this Agreement constitutes the valid Compass and binding obligation of Target, Sub and constitutes a valid and binding obligation of Acq Corp, Compass and Sub enforceable against Acq Corp Compass and Sub in accordance with its terms, subject to applicable bankruptcy, insolvency, moratorium, fraudulent conveyance, or other similar laws relating to creditors' rights and general principles of equity. The execution and delivery of this Agreement do not, and the consummation of the transactions contemplated by this Agreement hereby and compliance with the provisions hereof do not and will not, not conflict with, or result in any violation or breach of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of of, or result in, termination, cancellation or acceleration of any obligation or to loss of a material benefit under, or result in the creation of any Lien upon any of the properties or assets of Acq Corp Compass under, or give rise to any increased, additional, accelerated or guaranteed rights or entitlements under, any provision of (i) the articles of incorporation organization or by-laws bylaws or similar organizational documents of Acq CorpCompass or Sub, (ii) any Contract to which Compass or Sub is a party or any of their respective properties or assets is subject to the governmental filings and other matters referred to in the following sentence, any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise or license applicable to Acq Corp 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 or regulation or (B) judgment, order or decree, in each case applicable to Acq Corp Compass or its Sub or their respective properties or assets, other than, in the case of clauses (ii) or and (iii), any such conflicts, violations, breaches, defaults, rights rights, losses, Liens or Liens that entitlements that, individually or and in the aggregate aggregate, would not (x) have a material adverse effect on Acq Corp, (y) impair in any material respect the ability of Acq Corp reasonably be expected to perform its obligations under this Agreement or (z) prevent or materially impede or delay the consummation of any of the Offer, the Merger or the other transactions contemplated by this Agreementhereby. No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity is required by Acq Corp Compass or Sub in connection with the execution and delivery of this Agreement or by Compass and Sub and the consummation by Acq Corp of any Compass and Sub of the transactions contemplated by this Agreementhereby and thereby or the compliance with the provisions hereof or thereof, except for (i1) expiration or termination of the filing of a premerger notification and report form waiting period under the HSR Act, (ii) 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, (iii2) the filing of the Articles Certificate of Merger with the Nevada Secretary of State of the State of Georgia and appropriate documents with the relevant authorities of other states in which Target the Company is qualified to do business, (iv3) any approvals, licenses, authorizations, orders, registrations, findings of suitability and filings of notices with Gaming Authorities under Gaming Laws, (v) such filings as may be required by an applicable state securities or "blue sky" laws, (vi) in connection with any state or local tax which is attributable in respect the filing of the beneficial ownership of real property of Target or its Subsidiaries, (vii) such immaterial filings and immaterial consents as may be required under any environmental, health or safety law or regulation pertaining to any notification, disclosure or required approval triggered by Offer Documents with the Merger or the transactions contemplated by this Agreement, (viii) such immaterial filings, consents, approvals, orders, registrations and declarations as may be required under the laws of any foreign country in which the Acq Corp or any of its Subsidiaries or Target or any of its Subsidiaries conducts any business or owns any assets, SEC and (ix4) such other consents, approvals, orders, authorizations, registrations, declarations and filings the failure of which to be obtained or made would notmade, individually or and in the aggregate, (x) have a material adverse effect on Acq Corp, (y) impair, would not impair in any material respect, respect the ability of Acq Corp Compass or Sub to perform its obligations under this Agreement or (z) prevent or significantly delay the consummation of the transactions contemplated by this Agreement.or

Authority; Noncontravention. Acq Corp has the 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 Acq Corp Parent and Sub and the consummation by Acq Corp Parent and Sub of the transactions contemplated by this Agreement have been duly authorized by all necessary corporate action on the part of Acq Corp. Parent and Sub. This Agreement has been duly executed and delivered by Acq Corp and, assuming this Agreement constitutes the valid Parent and binding obligation of Target, Sub and constitutes a valid and binding obligation of Acq Corpeach such party, enforceable against Acq Corp each such party in accordance with its terms. The execution and delivery of this Agreement do not, and the consummation of the transactions contemplated terms (except as enforcement hereof may be limited by this Agreement will not, conflict with, or result in any 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 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 Acq Corp under, (i) bankruptcy, insolvency, reorganization, moratorium and similar laws, both state and federal, affecting the articles enforcement of incorporation creditors' rights or by-laws of Acq Corp, remedies in general as from time to time in effect or (ii) subject to the governmental filings and other matters referred to in the following sentence, any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise or license applicable to Acq Corp or (iii) subject to the governmental filings and other matters referred to in the following sentence, any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Acq Corp or its properties or assets, other than, in the case exercise by courts of clauses (ii) or (iiiequity powers), any such conflicts, violations, defaults, rights or Liens that individually or in the aggregate would not (x) have a material adverse effect on Acq Corp, (y) impair in any material respect the ability of Acq Corp to perform its obligations under this Agreement or (z) prevent or impede 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 Governmental Entity is required by Acq Corp or with respect to Parent or Sub in connection with the execution and delivery of this Agreement or the consummation by Acq Corp Parent or Sub, as the case may be, of any of the transactions contemplated by this Agreement, except for (i1) the filing of a premerger pre-merger notification and report form under the HSR Act, (ii2) 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, (iii3) the filing of the Articles Certificate of Merger with the Nevada Delaware Secretary of State and appropriate documents with the relevant authorities of other states in which Target the Company is qualified to do business, (iv) any approvals, licenses, authorizations, orders, registrations, findings of suitability and filings of notices with Gaming Authorities under Gaming Laws, (v) such filings as may be required by an applicable state securities or "blue sky" laws, (vi) in connection with any state or local tax which is attributable in respect of the beneficial ownership of real property of Target or its Subsidiaries, (vii) such immaterial filings and immaterial consents as may be required under any environmental, health or safety law or regulation pertaining to any notification, disclosure or required approval triggered by the Merger or the transactions contemplated by this Agreement, (viii) such immaterial filings, consents, approvals, orders, registrations and declarations as may be required under the laws of any foreign country in which the Acq Corp or any of its Subsidiaries or Target or any of its Subsidiaries conducts any business or owns any assets, and (ix4) such other consents, approvals, orders, authorizations, registrations, declarations and filings the failure of which to be obtained or made as would not, not individually or in the aggregate, aggregate (xA) have a material adverse effect on Acq CorpParent, (yB) impair, in any material respect, impair the ability of Acq Corp Parent and Sub to perform its their respective obligations under this Agreement or (zC) prevent or significantly delay the consummation of any of the transactions contemplated by this Agreement.

Authority; Noncontravention. Acq Corp Trenwick has the all requisite corporate power and authority to enter into this Agreement and and, subject to obtaining the Trenwick Stockholder Approval (as defined in Section 3.2(o)), to consummate the transactions contemplated by this Agreement. Trenwick has all requisite corporate power and authority to enter into the Stock Option Agreement and to consummate the transactions contemplated thereby. The execution and delivery of this Agreement and the Stock Option Agreement by Acq Corp Trenwick and the consummation by Acq Corp Trenwick of the transactions contemplated by this Agreement and the Stock Option Agreement have been duly authorized by all necessary corporate action on the part of Acq Corp. Trenwick, subject to the Trenwick Stockholder Approval. This Agreement has and the Stock Option Agreement have been duly executed and delivered by Acq Corp Trenwick and, assuming the due authorization, execution and delivery of this Agreement constitutes and the Stock Option Agreement by Chartwell constitute legal, valid and binding obligation obligations of Target, constitutes a valid and binding obligation of Acq CorpTrenwick, enforceable against Acq Corp Trenwick in accordance with its their respective terms. The execution and delivery of this Agreement and the Stock Option Agreement do not, and and, subject to the Trenwick Stockholder Approval with respect to this Agreement, the consummation of the transactions contemplated by this Agreement and the Stock Option Agreement and compliance with the provisions of this Agreement and the Stock Option Agreement will not, conflict with, or result in any 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 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 Acq Corp Trenwick or any of its subsidiaries under, (i) the articles Certificate of incorporation Incorporation or byBy-laws of Acq CorpTrenwick or the comparable organizational documents of any of its subsidiaries, (ii) subject to the governmental filings and other matters referred to in the following next sentence, any loan or credit agreement, note, bond, mortgage, indenture, lease indenture or other material agreement, instrument, permit, concessionfranchise, franchise license or license applicable instrument to Acq Corp which Trenwick or any of its subsidiaries is a party or by which Trenwick or any of its subsidiaries or any of their assets is bound or affected, or (iii) subject to the governmental filings and other matters referred to in the following next sentence, any judgment, order, decree, statute, law, ordinance, rule rule, regulation, order, judgment, injunction, decree, determination or regulation award applicable to Acq Corp Trenwick or any of its subsidiaries or any of their respective properties or assets, other than, in the case of clauses clause (ii) or (iii)above, any such conflicts, violations, defaults, rights rights, losses or Liens that individually or in the aggregate would not (x) have a material adverse effect Material Adverse Effect on Acq Corp, Trenwick or (y) reasonably be expected to impair in any material respect materially the ability of Acq Corp Trenwick to perform its obligations under this Agreement or (z) prevent or impede and the consummation of any of the transactions contemplated by this Stock Option Agreement. No consent, approval, order order, or authorization of, action by or in respect of, or registration, declaration or filing with, with any Governmental Entity Entity, or of Lloyd's, is required by Acq Corp or with respect to Trenwick or any of its subsidiaries in connection with the execution and delivery of this Agreement and the Stock Option Agreement by Trenwick or the consummation by Acq Corp of any Trenwick of the transactions contemplated by this Agreementhereby, except for (iA) in connection with or in compliance with the filing provisions of a premerger notification and report form under (1) the HSR Act, (ii2) the filing with Securities Act, (3) the SEC Exchange Act, (4) the DGCL, (5) NASDAQ, (6) any non-United States competition, antitrust and investment laws, and the securities or "blue sky" laws of such reports the various states, (7) the approvals, filings and notices required under the Exchange Act as may be required insurance laws of the jurisdictions in connection with this Agreement and which Trenwick transacts the transactions contemplated by this Agreement, business of reinsurance; (iii) 8) the filing of the Articles certificate of Merger merger with the Nevada Delaware Secretary of State and appropriate documents with the relevant authorities of other states in which Target Trenwick is qualified to do business, (iv9) any approvals, licenses, authorizations, orders, registrations, findings required consents and waivers of suitability and filings of notices with Gaming Authorities under Gaming Laws, (v) such filings as may be required by an applicable state securities or "blue sky" laws, (vi) in connection with any state or local tax which is attributable in respect of the beneficial ownership of real property of Target or its Subsidiaries, (vii) such immaterial filings and immaterial consents as may be required under any environmental, health or safety law or regulation pertaining to any notification, disclosure or required approval triggered by the Merger or the transactions contemplated by this Agreement, (viii) such immaterial filings, consents, approvals, orders, registrations and declarations as may be required under the laws of any foreign country in which the Acq Corp or any of its Subsidiaries or Target or any of its Subsidiaries conducts any business or owns any assets, Lloyd's and (ixB) such other consents, approvals, orders, authorizations, actions, registrations, declarations and declarations, filings or notices (as may be required) the failure of which to be made or obtained or made would not, individually or in the aggregate, (x) aggregate would not have a material adverse effect Material Adverse Effect on Acq Corp, (y) impair, in any material respect, the ability of Acq Corp to perform its obligations under this Agreement or (z) prevent or significantly delay the consummation of the transactions contemplated by this AgreementTrenwick.

Authority; Noncontravention. Acq Corp DWD has the all requisite corporate power and authority to enter into this Agreement and and, subject to the DWD Stockholder Approval (as defined in Section 3.02(l)), to consummate the transactions contemplated by this Agreement. DWD has all requisite corporate power and authority to enter into the Option Agreements and to consummate the transactions contemplated thereby. The execution and delivery of this Agreement and the Option Agreements by Acq Corp DWD and the consummation by Acq Corp DWD of the transactions contemplated by this Agreement and the Option Agreements have been duly authorized by all necessary corporate action on the part of Acq Corp. DWD, subject, in the case of the issuance of DWD Common Stock and DWD Preferred Stock in connection with the Merger, to the DWD Stockholder Approval. This Agreement has and the Option Agreements have been duly executed and delivered by Acq Corp DWD and, assuming this Agreement constitutes the due authorization, execution and delivery by each of the other parties thereto, constitute legal, valid and binding obligation obligations of Target, constitutes a valid and binding obligation of Acq CorpDWD, enforceable against Acq Corp DWD in accordance with its their terms. The execution and delivery of this Agreement and the Option Agreements do not, and the consummation of the transactions contemplated by this Agreement and the Option Agreements and compliance with the provisions of this Agreement and the Option Agreements will not, conflict with, or result in any 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 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 Acq Corp DWD or any of its subsidiaries under, (i) the articles certificate of incorporation or by-laws of Acq Corp, (ii) subject to DWD or the governmental filings and other matters referred to in the following sentence, any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise or license applicable to Acq Corp or (iii) subject to the governmental filings and other matters referred to in the following sentence, any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Acq Corp or its properties or assets, other than, in the case of clauses (ii) or (iii), any such conflicts, violations, defaults, rights or Liens that individually or in the aggregate would not (x) have a material adverse effect on Acq Corp, (y) impair in any material respect the ability of Acq Corp to perform its obligations under this Agreement or (z) prevent or impede the consummation comparable organizational documents of any of the transactions contemplated by this Agreement. No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity is required by Acq Corp in connection with the execution and delivery of this Agreement or the consummation by Acq Corp 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 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 of Merger with the Nevada Secretary of State and appropriate documents with the relevant authorities of other states in which Target is qualified to do business, (iv) any approvals, licenses, authorizations, orders, registrations, findings of suitability and filings of notices with Gaming Authorities under Gaming Laws, (v) such filings as may be required by an applicable state securities or "blue sky" laws, (vi) in connection with any state or local tax which is attributable in respect of the beneficial ownership of real property of Target or its Subsidiaries, (vii) such immaterial filings and immaterial consents as may be required under any environmental, health or safety law or regulation pertaining to any notification, disclosure or required approval triggered by the Merger or the transactions contemplated by this Agreement, (viii) such immaterial filings, consents, approvals, orders, registrations and declarations as may be required under the laws of any foreign country in which the Acq Corp or any of its Subsidiaries or Target or any of its Subsidiaries conducts any business or owns any assets, and (ix) such other consents, approvals, orders, authorizations, registrations, declarations and filings the failure of which to be obtained or made would not, individually or in the aggregate, (x) have a material adverse effect on Acq Corp, (y) impair, in any material respect, the ability of Acq Corp to perform its obligations under this Agreement or (z) prevent or significantly delay the consummation of the transactions contemplated by this Agreement.subsidiaries,

Authority; Noncontravention. Acq Corp Each Selling Party has the requisite corporate power and authority to enter into this Agreement and the Closing Documents and to consummate the transactions contemplated by this AgreementAgreement and the Closing Documents. The execution and delivery of this Agreement and the Closing Documents by Acq Corp each Selling Party and the consummation by Acq Corp each Selling Party of the transactions contemplated by this Agreement and the Closing Documents have been duly and validly authorized by all necessary corporate action on the part of Acq Corp. each Selling Party. This Agreement has and the Closing Documents have been duly executed and delivered by Acq Corp and, assuming this Agreement constitutes the each Selling Party and constitute valid and binding obligation obligations of Target, constitutes a valid and binding obligation of Acq Corpeach Selling Party, enforceable against Acq Corp each Selling Party in accordance with its their respective terms. The Except as set forth on Schedule 3.1(b) hereto, the execution and delivery of this Agreement do and the Closing Documents does not, and the consummation of the transactions contemplated by this Agreement and the Closing Documents and compliance with the provisions of this Agreement and the Closing Documents will not, conflict with, or result in any 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 any obligation or to the loss of a material any benefit under, or result in the creation of any Lien upon Liens upon, any of the properties or assets of Acq Corp under, Acquired Assets under (i) the articles of incorporation incorporation, bylaws or by-laws other governing documents of Acq Corpeither Selling Party, (ii) subject to the governmental filings and other matters referred to in the following sentence, any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise or license applicable to Acq Corp either Selling Party or the Acquired 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 or regulation applicable to Acq Corp either Selling Party or its properties or assetsthe Acquired Assets. Except as set forth in Schedule 3.1(b) hereto, other than, in the case of clauses (ii) or (iii), any such conflicts, violations, defaults, rights or Liens that individually or in the aggregate would not (x) have a material adverse effect on Acq Corp, (y) impair in any material respect the ability of Acq Corp to perform its obligations under this Agreement or (z) prevent or impede the consummation of any of the transactions contemplated by this Agreement. No no consent, approval, order or authorization of, or registration, declaration or filing with, any third party or Governmental Entity Entity, is required by Acq Corp or with respect to either Selling Party in connection with the execution and delivery of this Agreement and the Closing Documents by such Selling Party or the consummation by Acq Corp of any either Selling Party 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 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 of Merger with the Nevada Secretary of State and appropriate documents with the relevant authorities of other states in which Target is qualified to do business, (iv) any approvals, licenses, authorizations, orders, registrations, findings of suitability and filings of notices with Gaming Authorities under Gaming Laws, (v) such filings as may be required by an applicable state securities or "blue sky" laws, (vi) in connection with any state or local tax which is attributable in respect of the beneficial ownership of real property of Target or its Subsidiaries, (vii) such immaterial filings and immaterial consents as may be required under any environmental, health or safety law or regulation pertaining to any notification, disclosure or required approval triggered by the Merger or the transactions contemplated by this Agreement, (viii) such immaterial filings, consents, approvals, orders, registrations and declarations as may be required under the laws of any foreign country in which the Acq Corp or any of its Subsidiaries or Target or any of its Subsidiaries conducts any business or owns any assets, and (ix) such other consents, approvals, orders, authorizations, registrations, declarations and filings the failure of which to be obtained or made would not, individually or in the aggregate, (x) have a material adverse effect on Acq Corp, (y) impair, in any material respect, the ability of Acq Corp to perform its obligations under this Agreement or (z) prevent or significantly delay the consummation of the transactions contemplated by this AgreementClosing Documents.

Authority; Noncontravention. Acq Corp (a) Each Investor has the requisite corporate all necessary power and authority to enter into execute and deliver this Agreement and the other Transaction Documents, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated by this AgreementTransactions. The execution execution, delivery and delivery performance by each Investor of this Agreement by Acq Corp and the other Transaction Documents and the consummation by Acq Corp each Investor of the transactions contemplated by this Agreement Transactions have been duly authorized and approved by all necessary corporate action on the part of Acq Corp. each Investor, and no further action, approval or authorization by any of its stockholders, partners, members or other equity owners, as the case may be, is necessary to authorize the execution, delivery and performance by each Investor of this Agreement and the other Transaction Documents and the consummation by each Investor of the Transactions. This Agreement has and the other Transaction Documents have been duly executed and delivered by Acq Corp each Investor and, assuming this Agreement due authorization, execution and delivery hereof or thereof, as applicable, by the Company, constitutes the a legal, valid and binding obligation of Target, constitutes a valid and binding obligation of Acq Corpeach Investor, enforceable against Acq Corp it in accordance with its terms. The execution and delivery of this Agreement do not, and the consummation of the transactions contemplated by this Agreement will not, conflict with, or result in any 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 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 Acq Corp under, (i) the articles of incorporation or by-laws of Acq Corp, (ii) subject to the governmental filings Bankruptcy and other matters referred to in the following sentence, any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise or license applicable to Acq Corp or Equity Exception. (iiib) subject to the governmental filings and other matters referred to in the following sentence, any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Acq Corp or its properties or assets, other than, in the case of clauses (ii) or (iii), any such conflicts, violations, defaults, rights or Liens that individually or in the aggregate would not (x) have a material adverse effect on Acq Corp, (y) impair in any material respect the ability of Acq Corp to perform its obligations under this Agreement or (z) prevent or impede 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 Governmental Entity is required by Acq Corp in connection with Neither the execution and delivery of this Agreement or the other Transaction Documents by each Investor, nor the consummation of the Transactions by Acq Corp of each Investor, nor performance or compliance by each Investor with any of the transactions contemplated by this Agreementterms or provisions hereof or thereof, except for will (i) conflict with or violate any provision of the filing certificate or articles of a premerger notification and report form under the HSR Actincorporation, bylaws or other comparable charter or organizational documents of each Investor or (ii) assuming that the filing with the SEC of such reports under the Exchange Act as may be required authorizations, consents and approvals referred to in connection with this Agreement Section 3.03 are obtained and the transactions contemplated by this Agreementfilings referred to in Section 3.03 are made and any waiting periods with respect to such filings have terminated or expired, (iiix) the filing violate any Law or Judgment applicable to either Investor or any of their Subsidiaries or (y) violate or constitute a default (or constitute an event which, with notice or lapse of time or both, would violate or constitute a default) under any of the Articles of Merger with the Nevada Secretary of State and appropriate documents with the relevant authorities of other states in which Target is qualified to do businessterms, (iv) any approvals, licenses, authorizations, orders, registrations, findings of suitability and filings of notices with Gaming Authorities under Gaming Laws, (v) such filings as may be required by an applicable state securities conditions or "blue sky" laws, (vi) in connection with any state or local tax which is attributable in respect of the beneficial ownership of real property of Target or its Subsidiaries, (vii) such immaterial filings and immaterial consents as may be required under any environmental, health or safety law or regulation pertaining to any notification, disclosure or required approval triggered by the Merger or the transactions contemplated by this Agreement, (viii) such immaterial filings, consents, approvals, orders, registrations and declarations as may be required under the laws provisions of any foreign country in Contract to which the Acq Corp either Investor or any of their Subsidiaries is a party or accelerate either Investor’s or any of its Subsidiaries or Target or Subsidiaries’, if applicable, obligations under any such Contract, except, in the case of its Subsidiaries conducts any business or owns any assetsclause (ii), and (ix) such other consents, approvals, orders, authorizations, registrations, declarations and filings the failure of which to be obtained or made as would not, individually or in the aggregate, (x) reasonably be expected to have a material adverse effect on Acq Corp, (y) impair, in any material respect, the ability of Acq Corp to perform its obligations under this Agreement or (z) prevent or significantly delay the consummation of the transactions contemplated by this Agreementan Investor Material Adverse Effect.

Authority; Noncontravention. Acq Corp HBO has the all requisite corporate power and authority to enter into this Agreement Agreement, and HBO has all requisite corporate power and authority to enter into the Option Agreements and, subject to the HBO Stockholder Approval (as defined in Section 3.2(l)), to consummate the transactions contemplated by this Agreementhereby and thereby. The execution and delivery of this Agreement by Acq Corp HBO and the execution and delivery of the Option Agreements by HBO and the consummation by Acq Corp HBO of the transactions contemplated by this Agreement hereby and thereby have been duly authorized by all necessary corporate action on the part of Acq Corp. HBO, subject, in the case of the Merger, to the HBO Stockholder Approval. This Agreement has been been, and the Option Agreements will be, duly executed and delivered by Acq Corp HBO and, assuming this Agreement constitutes the due authorization, execution and delivery thereof by McKesson, constitute (or will constitute, as the case may be) the legal, valid and binding obligation of Target, constitutes a valid and binding obligation of Acq CorpHBO, enforceable against Acq Corp HBO in accordance with its their terms. The execution and delivery of this Agreement do does not, and the execution and delivery of the Option Agreements and the consummation of the transactions contemplated by hereby and thereby and compliance with the provisions of this Agreement and the Option Agreements will not, conflict with, or result in any 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 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 Acq Corp HBO or any of its subsidiaries or any restriction on the conduct of HBO's business or operations under, (i) the articles of incorporation HBO Certificate or the by-laws of Acq CorpHBO or the comparable organizational documents of any of its subsidiaries, (ii) subject to the governmental filings and other matters referred to in the following sentence, any loan or credit agreement, note, bond, mortgage, indenture, trust document, lease or other agreement, instrument, permit, concession, franchise franchise, license or license similar authorization applicable to Acq Corp HBO or any of its 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 or regulation applicable to Acq Corp HBO or any of its subsidiaries or their respective properties or assets, other than, in the case of clauses (ii) or and (iii), any such conflicts, violations, defaults, rights rights, losses, restrictions or Liens that individually or in the aggregate would not (x) have a material adverse effect on Acq Corp, HBO or (y) reasonably be expected to impair in any material respect the ability of Acq Corp HBO to perform its obligations under this Agreement or (z) prevent or impede and the consummation of any of the transactions contemplated by this AgreementOption Agreements). No consent, approval, order or authorization of, action by, or in respect of, or registration, declaration or filing with, any Governmental Entity is required by Acq Corp or with respect to HBO or any of its subsidiaries in connection with the execution and delivery of this Agreement or the Option Agreements by HBO or the consummation by Acq Corp of any HBO of the transactions contemplated by this Agreementhereby or thereby, except for (i1) the filing of a premerger notification pre-merger noti fication and report form by HBO under the HSR ActAct or filings or notifications under the antitrust, competition or similar laws of any foreign jurisdiction; (ii2) the filing with the SEC of (A) the Joint Proxy Statement relating to the HBO Stockholders' Meeting, 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 Option Agreements and the transactions contemplated by this Agreement, hereby and thereby; (iii3) the filing of the Articles Certificate of Merger with the Nevada Secretary of State of Delaware and appropriate documents with the relevant authorities of other states in which Target HBO is qualified to do business, (iv) any approvals, licenses, authorizations, orders, registrations, findings of suitability business and filings of notices with Gaming Authorities under Gaming Laws, (v) such filings as may be required by an with Governmental Entities to satisfy the applicable requirements of state securities or "blue sky" laws, ; and (vi) in connection with any state or local tax which is attributable in respect of the beneficial ownership of real property of Target or its Subsidiaries, (vii4) such immaterial filings and immaterial consents as may be required under any environmental, health or safety law or regulation pertaining to any notification, disclosure or required approval triggered by the Merger or the transactions contemplated by this Agreement, (viii) such immaterial filings, consents, approvals, orders, registrations and declarations as may be required under the laws of any foreign country in which the Acq Corp orders or any of its Subsidiaries or Target or any of its Subsidiaries conducts any business or owns any assets, and (ix) such other consents, approvals, orders, authorizations, registrations, declarations and filings authorizations the failure of which to be made or obtained or made would not, individually or in the aggregate, aggregate would not (x) have a material adverse effect on Acq Corp, HBO or (y) impair, in any material respect, reasonably be expected to impair the ability of Acq Corp HBO to perform its obligations under this Agreement or (z) prevent or significantly delay the consummation of the transactions contemplated by this Agreement.

Authority; Noncontravention. Acq Corp CCS has the 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 Acq Corp CCS and the consummation by Acq Corp CCS of the transactions contemplated by this Agreement have been duly authorized by all necessary corporate action on the part of Acq Corp. CCS, subject, in the case of the Merger, to the CCS Stockholder Approval. This Agreement has been duly executed and delivered by Acq Corp CCS and, assuming this Agreement the due authorization, execution and delivery by HipStyle and MergerSub constitutes the legal, valid and binding obligation of Target, constitutes a valid and binding obligation of Acq CorpCCS, enforceable against Acq Corp CCS 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 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 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 Acq Corp CCS or any of its subsidiaries under, (i) the articles certificate of incorporation or byBy-laws Laws of Acq CorpCCS or the comparable organizational documents of any of its subsidiaries, (ii) subject to the governmental filings and other matters referred to in the following sentence, any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise license or license similar authorization applicable to Acq Corp CCS or any of its 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 or regulation applicable to Acq Corp CCS or any of its subsidiaries or their respective properties or assets, other than, in the case of clauses (ii) or and (iii), any such conflicts, violations, defaults, rights rights, losses or Liens that individually or in the aggregate would not (x) have a material adverse effect on Acq Corp, CCS or (y) reasonably be expected to impair in any material respect the ability of Acq Corp CCS to perform its obligations under this Agreement or (z) prevent or impede the consummation of any of the transactions contemplated by this Agreement. No consent, approval, order or authorization of, action by or in respect of, or registration, declaration or filing with, any federal, state, local or foreign 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 Acq Corp or with respect to CCS or any of its subsidiaries in connection with the execution and delivery of this Agreement by CCS or the consummation by Acq Corp of any CCS 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 such reports under the Exchange Act as may be required in connection with this Agreement and the transactions contemplated by this Agreement, (iii1) the filing of the Articles Certificate of Merger with the Nevada Secretary of State of Delaware and appropriate documents with the relevant authorities of other states in which Target CCS is qualified to do business, (iv) any approvals, licenses, authorizations, orders, registrations, findings of suitability business and filings of notices with Gaming Authorities under Gaming Laws, (v) such filings as may be required by an with Governmental Entities to satisfy the applicable requirements of state securities or "blue sky" laws, ; and (vi) in connection with any state or local tax which is attributable in respect of the beneficial ownership of real property of Target or its Subsidiaries, (vii2) such immaterial filings and immaterial consents as may be required under any environmental, health or safety law or regulation pertaining to any notification, disclosure or required approval triggered by the Merger or the transactions contemplated by this Agreement, (viii) such immaterial filings, consents, approvals, orders, registrations and declarations as may be required under the laws of any foreign country in which the Acq Corp orders or any of its Subsidiaries or Target or any of its Subsidiaries conducts any business or owns any assets, and (ix) such other consents, approvals, orders, authorizations, registrations, declarations and filings authorizations the failure of which to be made or obtained or made would not, individually or in the aggregate, aggregate would not (x) have a material adverse effect on Acq Corp, CCS or (y) impair, in any material respect, reasonably be expected to impair the ability of Acq Corp CCS to perform its obligations under this Agreement Agreement. Except as set forth in Section 3.1(d) of the CCS Disclosure Schedule, to the knowledge of CCS neither CCS, nor any of its Subsidiaries, are in material violation of, or in material default under, (i) any term or provision of its Certificate of Incorporation or By-Laws; or (zii) prevent any existing applicable law, rule, regulation, judgment, order or significantly delay decree of any governmental agency or court, domestic or foreign, having jurisdiction over it or any of its properties or business. CCS 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 consummation of the transactions contemplated by this Agreementcase 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, approvals, consents and other authorizations are outstanding and in good standing and there are no existing actions, seeking to cancel, terminate or limit such licenses, permits, certifications, registrations, approvals or consents or authorizations.

Authority; Noncontravention. Acq Corp Ascend has the all requisite corporate power and authority to enter into this Agreement and and, subject to the Ascend Stockholder Approval (as defined in Section 3.01(m)), to consummate the transactions contemplated by this Agreement. Ascend has all requisite corporate power and authority to enter into the Option Agreement and to consummate the transactions contemplated thereby. The execution and delivery of this Agreement and the Option Agreement by Acq Corp Ascend and the consummation by Acq Corp Ascend of the transactions contemplated by this Agreement and the Option Agreement have been duly authorized by all necessary corporate action on the part of Acq Corp. Ascend, subject, in the case of the Merger, to the Ascend Stockholder Approval. This Agreement has and the Option Agreement have been duly executed and delivered by Acq Corp Ascend and, assuming this Agreement constitutes the due authorization, execution and delivery by each of the other parties thereto, constitute legal, valid and binding obligation obligations of Target, constitutes a valid and binding obligation of Acq CorpAscend, enforceable against Acq Corp Ascend in accordance with its their terms. The execution and delivery of this Agreement and the Option Agreement do not, and the consummation of the transactions contemplated by this Agreement and the Option Agreement and compliance with the provisions of this Agreement and the Option Agreement will not, conflict with, or result in any 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 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 Acq Corp Ascend or any of its subsidiaries under, (i) the articles certificate of incorporation or by-laws of Acq CorpAscend or the comparable organizational documents of any of its subsidiaries, (ii) subject to the governmental filings and other matters referred to in the following sentence, 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 Acq Corp Ascend or any of its 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 or regulation applicable to Acq Corp Ascend or any of its subsidiaries or their respective properties or assets, other than, in the case of clauses (ii) or and (iii), any such conflicts, violations, defaults, rights rights, losses or Liens that individually or in the aggregate would are not (x) reasonably likely to have a material adverse effect on Acq Corp, Ascend or (y) reasonably likely to impair in any material respect the ability of Acq Corp Ascend to perform its obligations under this Agreement or (z) prevent or impede the consummation of any of the transactions contemplated by this Option Agreement. No consent, approval, order or authorization of, action by or in respect of, or registration, declaration or filing with, any federal, state, local or foreign government, any court, administrative, regulatory or other governmental agency, commission or authority or any non-governmental self-regulatory agency, commission or authority (each a "Governmental Entity Entity") is required by Acq Corp or with respect to Ascend or any of its subsidiaries in connection with the execution and delivery of this Agreement or the Option Agreement by Ascend or the consummation by Acq Corp of any Ascend of the transactions contemplated by this Agreement or the Option Agreement, except for (i1) the filing of a premerger notification and report form by Ascend under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act, ") and any applicable filings and approvals under similar foreign antitrust laws and regulations; (ii2) the filing with the SEC of (A) a proxy statement relating to the Ascend Stockholders Meeting (as defined in Section 5.01(b)) (such proxy statement, as amended or supplemented from time to time, the "Ascend 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, the Option Agreement and the transactions contemplated by this Agreement and the Option Agreement, ; (iii3) the filing of the Articles Certificate of Merger with the Nevada Delaware Secretary of State and appropriate documents with the relevant authorities of other states in which Target Ascend is qualified to do business, (iv) any approvals, licenses, authorizations, orders, registrations, findings of suitability business and filings of notices with Gaming Authorities under Gaming Laws, (v) such filings as may be required by an with Governmental Entities to satisfy the applicable requirements of state securities or "blue sky" laws, ; (vi) in connection with any state or local tax which is attributable in respect of the beneficial ownership of real property of Target or its Subsidiaries, (vii4) such immaterial filings with and immaterial consents as may approvals of The Nasdaq National Market ("Nasdaq") to permit the shares of Ascend Common Stock that are to be required under any environmental, health or safety law or regulation pertaining issued pursuant to any notification, disclosure or required approval triggered by the Merger or the transactions contemplated by this Agreement, Option Agreement to be listed on Nasdaq; and (viii5) such immaterial filings, consents, approvals, orders, registrations and declarations as may be required under the laws of any foreign country in which the Acq Corp orders or any of its Subsidiaries or Target or any of its Subsidiaries conducts any business or owns any assets, and (ix) such other consents, approvals, orders, authorizations, registrations, declarations and filings authorizations the failure of which to be made or obtained individually or made would notin the aggregate is not reasonably likely to have a material adverse effect on Ascend. (e) SEC Documents; Undisclosed Liabilities. Ascend has filed all required reports, schedules, forms, statements and other documents (including exhibits and all other information incorporated therein) with the SEC since January 1, 1997 (the "Ascend SEC Documents"). As of their respective dates, the Ascend SEC Documents complied in all material respects with the requirements of the Securities Act of 1933, as amended (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 Ascend SEC Documents, and none of the Ascend SEC Documents when filed 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 that information contained in any Ascend SEC Document has been revised or superseded by a later filed Ascend SEC Document, none of the Ascend SEC Documents contains any untrue statement of a material fact or omits to state any 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 financial statements of Ascend included in the Ascend SEC Documents comply as to form, as of their respective dates of filing with the SEC, in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present in all material respects the consolidated financial position of Ascend and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal recurring year-end audit adjustments). Except (i) as reflected in such financial statements or in the notes thereto or (ii) for liabilities incurred in connection with this Agreement or the Option Agreement or the transactions contemplated hereby or thereby, neither Ascend nor any of its subsidiaries has any liabilities or obligations of any nature which, individually or in the aggregate, (x) are reasonably likely to have a material adverse effect on Acq Corp, Ascend. (y) impair, in any material respect, the ability of Acq Corp to perform its obligations under this Agreement or (z) prevent or significantly delay the consummation of the transactions contemplated by this Agreement.f)

Authority; Noncontravention. Acq Corp THL I has the 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 Acq Corp THL I and the consummation by Acq Corp THL I of the transactions contemplated by this Agreement have been duly authorized by all necessary corporate action on the part of Acq Corp. THL I. This Agreement has been duly executed and delivered by Acq Corp and, assuming this Agreement constitutes the valid and binding obligation of Target, constitutes a valid and binding obligation of Acq CorpTHL I, enforceable against Acq Corp THL I 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, under or give rise to a right of termination, cancellation or acceleration of or "put" right with respect to any obligation obligations or to loss of a material benefit under, or result in the creation of any Lien upon any of the properties or assets of Acq Corp THL I under, (i) the articles certificate of incorporation or by-laws of Acq CorpTHL I, (ii) subject to the governmental filings and other matters referred to in the following sentence, any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise or license applicable to Acq Corp THL I or its properties or assets or (iii) subject to the governmental filings and other matters referred to in the following sentence, any judgment, order, decree, statute, law, ordinance, rule rule, regulation or regulation arbitration award applicable to Acq Corp THL I or its properties or assets, other than, in the case of clauses (ii) or and (iii), any such conflicts, breaches, violations, defaults, rights rights, losses or Liens that individually or in the aggregate would could not (x) have a material adverse effect on Acq Corpwith respect to THL I or could not prevent, (y) impair in any material respect hinder or materially delay the ability of Acq Corp THL I to perform its obligations under this Agreement or (z) prevent or impede the consummation of any of 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 Acq Corp or with respect to THL I in connection with the execution and delivery of this Agreement by THL I or the consummation by Acq Corp THL I 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 Proxy Statement 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 Agreementhereby, (iii) the filing of the Articles Certificate of Merger with the Nevada Secretary of State of the State of Delaware and appropriate documents with the relevant authorities of other states in which Target the Company is qualified to do business, business and (iv) any approvals, licenses, authorizations, orders, registrations, findings of suitability and filings of notices with Gaming Authorities under Gaming Laws, (v) such filings as may be required by an applicable state securities or "blue sky" laws, (vi) in connection with any state or local tax which is attributable in respect of the beneficial ownership of real property of Target or its Subsidiaries, (vii) such immaterial filings and immaterial consents as may be required under any environmental, health or safety law or regulation pertaining to any notification, disclosure or required approval triggered by the Merger or the transactions contemplated by this Agreement, (viii) such immaterial filings, consents, approvals, orders, registrations and declarations as may be required under the laws of any foreign country in which the Acq Corp or any of its Subsidiaries or Target or any of its Subsidiaries conducts any business or owns any assets, and (ix) such other consents, approvals, orders, authorizations, registrations, declarations and declarations, filings or notices as may be required under the failure "takeover" or "blue sky" laws of which to be obtained or made would not, individually or in the aggregate, (x) have a material adverse effect on Acq Corp, (y) impair, in any material respect, the ability of Acq Corp to perform its obligations under this Agreement or (z) prevent or significantly delay the consummation of the transactions contemplated by this Agreement.various states. 4.5

Authority; Noncontravention. Acq Corp HBO has the all requisite corporate --------------------------- power and authority to enter into this Agreement, and HBO has all requisite corporate power and authority to enter into this Agreement and the Option Agreements and, subject to the HBO Stockholder Approval (as defined in Section 3.2(l)), to consummate the transactions contemplated by this Agreementhereby and thereby. The execution and delivery of this Agreement by Acq Corp HBO and the execution and delivery of the Option Agreements by HBO and the consummation by Acq Corp HBO of the transactions contemplated by this Agreement hereby and thereby have been duly authorized by all necessary corporate action on the part of Acq Corp. HBO, subject, in the case of the Merger, to the HBO Stockholder Approval. This Agreement has been been, and the Option Agreements will be, duly executed and delivered by Acq Corp HBO and, assuming this Agreement constitutes the due authorization, execution and delivery thereof by McKesson, constitute (or will constitute, as the case may be) the legal, valid and binding obligation of Target, constitutes a valid and binding obligation of Acq CorpHBO, enforceable against Acq Corp HBO in accordance with its their terms. The execution and delivery of this Agreement do does not, and the execution and delivery of the Option Agreements and the consummation of the transactions contemplated by hereby and thereby and compliance with the provisions of this Agreement and the Option Agreements will not, conflict with, or result in any 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 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 Acq Corp HBO or any of its subsidiaries or any restriction on the conduct of HBO's business or operations under, (i) the articles of incorporation HBO Certificate or the by-laws of Acq CorpHBO or the comparable organizational documents of any of its subsidiaries, (ii) subject to the governmental filings and other matters referred to in the following sentence, any loan or credit agreement, note, bond, mortgage, indenture, trust document, lease or other agreement, instrument, permit, concession, franchise franchise, license or license similar authorization applicable to Acq Corp HBO or any of its 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 or regulation applicable to Acq Corp HBO or any of its subsidiaries or their respective properties or assets, other than, in the case of clauses (ii) or and (iii), any such conflicts, violations, defaults, rights rights, losses, restrictions or Liens that individually or in the aggregate would not (x) have a material adverse effect on Acq Corp, HBO or (y) reasonably be expected to impair in any material respect the ability of Acq Corp HBO to perform its obligations under this Agreement or (z) prevent or impede and the consummation of any of the transactions contemplated by this AgreementOption Agreements). No consent, approval, order or authorization of, action by, or in respect of, or registration, declaration or filing with, any Governmental Entity is required by Acq Corp or with respect to HBO or any of its subsidiaries in connection with the execution and delivery of this Agreement or the Option Agreements by HBO or the consummation by Acq Corp of any HBO of the transactions contemplated by this Agreementhereby or thereby, except for (i1) the filing of a premerger pre-merger notification and report form by HBO under the HSR ActAct or filings or notifications under the antitrust, competition or similar laws of any foreign jurisdiction; (ii2) the filing with the SEC of (A) the Joint Proxy Statement relating to the HBO Stockholders' Meeting, 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 Option Agreements and the transactions contemplated by this Agreement, hereby and thereby; (iii3) the filing of the Articles Certificate of Merger with the Nevada Secretary of State of Delaware and appropriate documents with the relevant authorities of other states in which Target HBO is qualified to do business, (iv) any approvals, licenses, authorizations, orders, registrations, findings of suitability business and filings of notices with Gaming Authorities under Gaming Laws, (v) such filings as may be required by an with Governmental Entities to satisfy the applicable requirements of state securities or "blue sky" laws, ; and (vi) in connection with any state or local tax which is attributable in respect of the beneficial ownership of real property of Target or its Subsidiaries, (vii4) such immaterial filings and immaterial consents as may be required under any environmental, health or safety law or regulation pertaining to any notification, disclosure or required approval triggered by the Merger or the transactions contemplated by this Agreement, (viii) such immaterial filings, consents, approvals, orders, registrations and declarations as may be required under the laws of any foreign country in which the Acq Corp orders or any of its Subsidiaries or Target or any of its Subsidiaries conducts any business or owns any assets, and (ix) such other consents, approvals, orders, authorizations, registrations, declarations and filings authorizations the failure of which to be made or obtained or made would not, individually or in the aggregate, aggregate would not (x) have a material adverse effect on Acq Corp, HBO or (y) impair, in any material respect, reasonably be expected to impair the ability of Acq Corp HBO to perform its obligations under this Agreement or (z) prevent or significantly delay the consummation of the transactions contemplated by this Agreement.

Authority; Noncontravention. Acq Corp Each of Parent and Merger Sub has the requisite all necessary corporate power and authority to enter into execute and deliver this Agreement and to perform their respective obligations hereunder and to consummate the transactions contemplated Transactions. The execution, delivery and performance by Parent and Merger Sub of this Agreement. The execution and delivery of this Agreement by Acq Corp , and the consummation by Acq Corp Parent and Merger Sub of the transactions contemplated by this Agreement Transactions, have been duly authorized and approved by all necessary their respective Boards of Directors (and prior to the Effective Time will be adopted by Parent as the sole shareholder of Merger Sub) and no other corporate action on the part of Acq Corp. Parent and Merger Sub is necessary to authorize the execution, delivery and performance by Parent and Merger Sub of this Agreement and the consummation by them of the Transactions. This Agreement has been duly executed and delivered by Acq Corp Parent and Merger Sub and, assuming this Agreement due authorization, execution and delivery hereof by the Company, constitutes the a legal, valid and binding obligation of Target, constitutes a valid each of Parent and binding obligation of Acq CorpMerger Sub, enforceable against Acq Corp each of them in accordance with its terms, subject to the Bankruptcy and Equity Exception. The Neither the execution and delivery of this Agreement do notby Parent and Merger Sub, nor the consummation by Parent or Merger Sub of the Transactions, nor compliance by Parent or Merger Sub with any of the terms or provisions hereof, will (i) conflict with or violate any provision of the certificate of incorporation or bylaws of Parent or the articles of incorporation or bylaws of Merger Sub or (ii) assuming that the authorizations, consents and approvals referred to in Section 4.3 are obtained and the consummation filings referred to in Section 4.3 are made, (x) violate any Law, judgment, writ or injunction of the transactions contemplated by this Agreement will notany Governmental Authority applicable to Parent or any of its Subsidiaries or any of their respective properties or assets, or (y) violate, conflict with, or result in the loss of any violation ofbenefit under, or constitute a default (or an event which, with or without notice or lapse of time, or both, would constitute a default) under, result in the termination of or give rise to a right of terminationtermination or cancellation under, cancellation or acceleration of any obligation or to loss of a material benefit underaccelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of, Parent or Merger Sub or any of Acq Corp their respective Subsidiaries under, (i) any of the articles terms, conditions or provisions of incorporation any Contract to which Parent, Merger Sub or by-laws any of Acq Corptheir respective Subsidiaries is a party, (ii) subject to the governmental filings and other matters referred to in the following sentence, or by which they or any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise or license applicable to Acq Corp or (iii) subject to the governmental filings and other matters referred to in the following sentence, any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Acq Corp or its of their respective properties or assets, other thanassets may be bound or affected except, in the case of clauses clause (ii) or (iii), any for such violations, conflicts, violationslosses, defaults, rights terminations, cancellations, accelerations or Liens that individually or in the aggregate would not (x) have a material adverse effect on Acq Corp, (y) impair in any material respect the ability of Acq Corp to perform its obligations under this Agreement or (z) prevent or impede 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 Governmental Entity is required by Acq Corp in connection with the execution and delivery of this Agreement or the consummation by Acq Corp 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 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 of Merger with the Nevada Secretary of State and appropriate documents with the relevant authorities of other states in which Target is qualified to do business, (iv) any approvals, licenses, authorizations, orders, registrations, findings of suitability and filings of notices with Gaming Authorities under Gaming Laws, (v) such filings as may be required by an applicable state securities or "blue sky" laws, (vi) in connection with any state or local tax which is attributable in respect of the beneficial ownership of real property of Target or its Subsidiaries, (vii) such immaterial filings and immaterial consents as may be required under any environmental, health or safety law or regulation pertaining to any notification, disclosure or required approval triggered by the Merger or the transactions contemplated by this Agreement, (viii) such immaterial filings, consents, approvals, orders, registrations and declarations as may be required under the laws of any foreign country in which the Acq Corp or any of its Subsidiaries or Target or any of its Subsidiaries conducts any business or owns any assets, and (ix) such other consents, approvals, orders, authorizations, registrations, declarations and filings the failure of which to be obtained or made would notas, individually or in the aggregate, (x) have a material adverse effect on Acq Corp, (y) impair, in any material respect, would not reasonably be expected to prevent or materially delay or materially impair the ability of Acq Corp Parent or Merger Sub to perform its obligations under this Agreement or consummate the Transactions (z) prevent or significantly delay the consummation of the transactions contemplated by this Agreementa "Parent Material Adverse Effect").

Authority; Noncontravention. Acq Corp Xxxxxx Online has the 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 Acq Corp Xxxxxx Online and the consummation by Acq Corp Xxxxxx Online of the transactions contemplated by this Agreement have been duly authorized by all necessary corporate action on the part of Acq Corp. Xxxxxx Online, subject, in the case of the Merger, to the Xxxxxx Online Stockholder Approval. This Agreement has been duly executed and delivered by Acq Corp Xxxxxx Online and, assuming this Agreement the due authorization, execution and delivery by MoneyZone and MergerSub constitutes the legal, valid and binding obligation of Target, constitutes a valid and binding obligation of Acq CorpXxxxxx Online, enforceable against Acq Corp Xxxxxx Online 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 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 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 Acq Corp Xxxxxx Online or any of its subsidiaries under, (i) the articles certificate of incorporation or byBy-laws Laws of Acq CorpXxxxxx Online or the comparable organizational documents of any of its subsidiaries, (ii) subject to the governmental filings and other matters referred to in the following sentence, any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise license or license similar authorization applicable to Acq Corp Xxxxxx Online or any of its 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 or regulation applicable to Acq Corp Xxxxxx Online or any of its subsidiaries or their respective properties or assets, other than, in the case of clauses (ii) or and (iii), any such conflicts, violations, defaults, rights rights, losses or Liens that individually or in the aggregate would not (x) have a material adverse effect on Acq Corp, Xxxxxx Online or (y) reasonably be expected to impair in any material respect the ability of Acq Corp Xxxxxx Online to perform its obligations under this Agreement or (z) prevent or impede the consummation of any of the transactions contemplated by this Agreement. No consent, approval, order or authorization of, action by or in respect of, or registration, declaration or filing with, any federal, state, local or foreign 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 Acq Corp or with respect to Xxxxxx Online or any of its subsidiaries in connection with the execution and delivery of this Agreement by Xxxxxx Online or the consummation by Acq Corp of any Xxxxxx Online 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 such reports under the Exchange Act as may be required in connection with this Agreement and the transactions contemplated by this Agreement, (iii1) the filing of the Articles Certificate of Merger with the Nevada Secretary of State of Delaware and appropriate documents with the relevant authorities of other states in which Target Xxxxxx Online is qualified to do business, (iv) any approvals, licenses, authorizations, orders, registrations, findings of suitability business and filings of notices with Gaming Authorities under Gaming Laws, (v) such filings as may be required by an with Governmental Entities to satisfy the applicable requirements of state securities or "blue sky" laws, ; and (vi) in connection with any state or local tax which is attributable in respect of the beneficial ownership of real property of Target or its Subsidiaries, (vii2) such immaterial filings and immaterial consents as may be required under any environmental, health or safety law or regulation pertaining to any notification, disclosure or required approval triggered by the Merger or the transactions contemplated by this Agreement, (viii) such immaterial filings, consents, approvals, orders, registrations and declarations as may be required under the laws of any foreign country in which the Acq Corp orders or any of its Subsidiaries or Target or any of its Subsidiaries conducts any business or owns any assets, and (ix) such other consents, approvals, orders, authorizations, registrations, declarations and filings authorizations the failure of which to be made or obtained or made would not, individually or in the aggregate, aggregate would not (x) have a material adverse effect on Acq Corp, Xxxxxx Online or (y) impair, in any material respect, reasonably be expected to impair the ability of Acq Corp Xxxxxx Online to perform its obligations under this Agreement or (z) prevent or significantly delay the consummation of the transactions contemplated by this Agreement.

Authority; Noncontravention. Acq Corp has Red Cannxx xxx Mergersub have the requisite corporate power and authority to enter into execute and deliver this Agreement and to consummate the transactions contemplated by this Agreement. The execution and delivery of this Agreement by Acq Corp and the consummation by Acq Corp of the transactions contemplated by this Agreement Red Cannxx xxx Mergersub have been duly authorized by all necessary corporate action on the part of Acq Corp. Red Cannxx xxx Mergersub, respectively. This Agreement has been duly executed and delivered by Acq Corp and, assuming this Agreement constitutes the valid Red Cannxx xxx Mergersub and binding obligation of Target, constitutes a valid and binding obligation of Acq CorpRed Cannxx xxx Mergersub, enforceable against Acq Corp Red Cannxx xxx Mergersub in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors' rights generally and general equitable principles. The Except as set forth on SCHEDULE 4.3, 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 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 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 Acq Corp Red Cannxx xx any of its subsidiaries under, any provision of (ia) the articles Certificate of incorporation Incorporation or byBy-laws of Acq CorpRed Cannxx xx any provision of the comparable charter or organizational documents of any of its subsidiaries, (iib) subject to the governmental filings and other matters referred to in the following sentence, any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise franchise, or license applicable to Acq Corp Red Cannxx xx any of its subsidiaries or their respective properties or assets, or (iiic) subject to the governmental filings and other matters referred to in the following sentence, any judgment, order, decree, (A) statute, law, ordinance, rule or regulation applicable or (B) judgment, order or decree to Acq Corp which Red Cannxx xx any of its subsidiaries is a party or its by which their respective properties or assetsassets are bound, other than, in the case of clauses clause (iib) or and clause (iiic), any such conflicts, violations, defaults, rights rights, losses or Liens that individually or in the aggregate would not (x) have a material adverse effect on Acq CorpRed Cannxx Xxxerial Adverse Effect, (y) impair in any material respect the ability of Acq Corp Red Cannxx xx Mergersub to perform its obligations under this Agreement Agreement, or (z) prevent or impede materially delay the consummation of any of the transactions contemplated by this Agreement. No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity Authority, is required by Acq Corp or with respect to Red Cannxx xx any of its subsidiaries in connection with the execution execution, delivery and delivery performance of this Agreement or the consummation by Acq Corp of any of the transactions contemplated by this AgreementRed Cannxx xx Mergersub, except for for: (i) the filing of a premerger notification and report form under by Red Cannxx xxxer the HSR Act, ; (ii) the filing with the SEC of the Registration Statement, the Proxy Statement and 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 Certificate of Merger with the Nevada Secretary of State and appropriate documents with of the relevant authorities State of other states in which Target is qualified to do business, Delaware; (iv) any approvals, licenses, authorizations, orders, registrations, findings the filing of suitability the Certificate of Amendment with the Secretary of State of the State of Delaware; and filings of notices with Gaming Authorities under Gaming Laws, (v) such filings as may be required by an applicable state securities or "blue sky" laws, (vi) in connection with any state or local tax which is attributable in respect of the beneficial ownership of real property of Target or its Subsidiaries, (vii) such immaterial filings and immaterial consents as may be required under any environmental, health or safety law or regulation pertaining to any notification, disclosure or required approval triggered by the Merger or the transactions contemplated by this Agreement, (viii) such immaterial filings, consents, approvals, orders, registrations and declarations as may be required under the laws of any foreign country in which the Acq Corp or any of its Subsidiaries or Target or any of its Subsidiaries conducts any business or owns any assets, and (ix) such other consents, approvals, orders, authorizations, registrations, declarations and filings the failure of which to be obtained or made would not, individually or in the aggregate, (x) have a material adverse effect on Acq Corp, (y) impair, in any material respect, the ability of Acq Corp to perform its obligations under this Agreement Red Cannxx Xxxerial Adverse Effect or (z) prevent or significantly materially delay the consummation of any of the transactions contemplated by this Agreement.

Authority; Noncontravention. Acq Corp RSI has the all requisite corporate --------------------------- power and authority to enter into this Agreement and Agreement, each of the Option Agreements and, subject, in the case of the Merger, to the RSI Stockholder Approval (as defined in Section 3.1(l)), to consummate the transactions contemplated by this Agreementhereby and thereby. The execution and delivery of this Agreement and each of the Option Agreements by Acq Corp RSI and the consummation by Acq Corp RSI of the transactions contemplated by this Agreement hereby and thereby have been duly authorized by all necessary corporate action on the part of Acq Corp. RSI, subject, in the case of the Merger, to the RSI Stockholder Approval. This Agreement has been been, and the Option Agreements will be, duly executed and delivered by Acq Corp RSI and, assuming this Agreement the due authorization, execution and delivery thereof by JPFI, constitutes (or will constitute, as the case may be) the legal, valid and binding obligation of Target, constitutes a valid and binding obligation of Acq CorpRSI, enforceable against Acq Corp RSI in accordance with its their terms. The execution and delivery of this Agreement do does not, and the execution and delivery of the Option Agreements and the consummation of the transactions contemplated by hereby and thereby and compliance with the provisions of this Agreement and the Option Agreements will not, conflict with, or result in any 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 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 Acq Corp RSI or any of its subsidiaries or (assuming the consummation of the transactions contemplated hereby without giving effect to Section 1.7) in any restriction on the conduct of JPFI's business or operations under, (i) the articles of incorporation RSI Certificate or the by-laws of Acq CorpRSI or the comparable organizational documents of any of its subsidiaries, (ii) subject to the governmental filings and other matters referred to in the following sentenceexcept as contemplated by Section 5.17, any loan or credit agreement, note, bond, mortgage, indenture, trust document, lease or other agreement, instrument, permit, concession, franchise franchise, license or license similar authorization applicable to Acq Corp RSI or any of its 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 or regulation applicable to Acq Corp or its properties or assets, other than, in the case of clauses (ii) or (iii), any such conflicts, violations, defaults, rights or Liens that individually or in the aggregate would not (x) have a material adverse effect on Acq Corp, (y) impair in any material respect the ability of Acq Corp to perform its obligations under this Agreement or (z) prevent or impede 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 Governmental Entity is required by Acq Corp in connection with the execution and delivery of this Agreement or the consummation by Acq Corp 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 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 of Merger with the Nevada Secretary of State and appropriate documents with the relevant authorities of other states in which Target is qualified to do business, (iv) any approvals, licenses, authorizations, orders, registrations, findings of suitability and filings of notices with Gaming Authorities under Gaming Laws, (v) such filings as may be required by an applicable state securities or "blue sky" laws, (vi) in connection with any state or local tax which is attributable in respect of the beneficial ownership of real property of Target or its Subsidiaries, (vii) such immaterial filings and immaterial consents as may be required under any environmental, health or safety law or regulation pertaining to any notification, disclosure or required approval triggered by the Merger or the transactions contemplated by this Agreement, (viii) such immaterial filings, consents, approvals, orders, registrations and declarations as may be required under the laws of any foreign country in which the Acq Corp or any of its Subsidiaries or Target or any of its Subsidiaries conducts any business or owns any assets, and (ix) such other consents, approvals, orders, authorizations, registrations, declarations and filings the failure of which to be obtained or made would not, individually or in the aggregate, (x) have a material adverse effect on Acq Corp, (y) impair, in any material respect, the ability of Acq Corp to perform its obligations under this Agreement or (z) prevent or significantly delay the consummation of the transactions contemplated by this Agreement.the

Authority; Noncontravention. Acq Corp has the Parent and Sub have all requisite corporate power and authority to enter into this Agreement the Operative Agreements and to consummate the transactions contemplated by this Agreementthe Operative Agreements. The execution and delivery of this Agreement by Acq Corp the Operative Agreements and the consummation by Acq Corp of the transactions contemplated 26 21 by this Agreement the Operative Agreements, in each case by Parent and Sub, as the case may be, have been duly authorized by all necessary corporate action on the part of Acq Corp. This Agreement has Parent and Sub. The Operative Agreements have been duly executed and delivered by Acq Corp Parent and Sub, as the case may be, and, assuming this Agreement constitutes that the Operative Agreements constitute valid and binding obligation obligations of Targetthe parties thereto other than Parent and Sub, each constitutes a valid and binding obligation of Acq Corpsuch party, enforceable against Acq Corp 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 the Operative Agreements and compliance with the provisions of the Operative Agreements will not, conflict with, or result in any 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 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 Acq Corp Parent or any of its subsidiaries under, (i) the articles certificate of incorporation or by-laws of Acq CorpParent or Sub or the comparable charter or organizational documents of any other subsidiary of Parent, (ii) subject to the governmental filings and other matters referred to in the following sentence, any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise or license applicable to Acq Corp Parent or Sub 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 or regulation applicable to Acq Corp Parent, Sub or its any other subsidiary of Parent or their respective properties or assets, other than, in the case of clauses clause (ii) or (iii), any such conflicts, violations, defaults, rights or Liens that individually or in the aggregate would not (x) have a material adverse effect on Acq CorpParent and its subsidiaries taken as a whole, (y) impair in any material respect the ability of Acq Corp Parent and Sub to perform its their respective obligations under this Agreement the Operative Agreements or (z) prevent or impede the consummation of any of the transactions contemplated by this Agreementthe Operative Agreements. No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity is required by Acq Corp or with respect to Parent, Sub or any other subsidiary of Parent in connection with the execution and delivery of this Agreement the Operative Agreements by Parent or Sub, as the case may be, or the consummation by Acq Corp Parent or Sub, as the case may be, of any of the transactions contemplated by this Agreementthe Operative Agreements, 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 of the Exchange Act as may be required in connection with this Agreement the Operative Agreements and the transactions contemplated by this Agreementthe Operative Agreements, (iiiii) the filing of the Articles Certificates of Merger with the Nevada Delaware Secretary of State and the Alabama Secretary of State and appropriate documents with the relevant authorities of other states in which Target Parent is qualified to do business, (iv) any approvals, licenses, authorizations, orders, registrations, findings of suitability and filings of notices with Gaming Authorities under Gaming Laws, (v) such filings as may be required by an applicable state securities or "blue sky" laws, (vi) in connection with any state or local tax which is attributable in respect of the beneficial ownership of real property of Target or its Subsidiaries, (vii) such immaterial filings and immaterial consents as may be required under any environmental, health or safety law or regulation pertaining to any notification, disclosure or required approval triggered by the Merger or the transactions contemplated by this Agreement, (viii) such immaterial filings, consents, approvals, orders, registrations and declarations as may be required under the laws of any foreign country in which the Acq Corp or any of its Subsidiaries or Target or any of its Subsidiaries conducts any business or owns any assets, and (ixiii) such other consents, approvals, orders, authorizations, registrations, declarations and filings as may be required under the failure "takeover" or "blue sky" laws of which to be obtained or made would not, individually or in the aggregate, (x) have a material adverse effect on Acq Corp, (y) impair, in any material respect, the ability of Acq Corp to perform its obligations under this Agreement or (z) prevent or significantly delay the consummation of the transactions contemplated by this Agreementvarious states.

Authority; Noncontravention. Acq Corp The Company has the requisite --------------------------- corporate power and authority to enter into this Agreement and, subject to the adoption and approval of this Agreement and the approval of the Merger by the holders of a majority of the shares of Company Common Stock outstanding on the record date for the Stockholders Meeting (as defined in Section 5.1), to consummate the transactions contemplated by this Agreement. The execution and delivery of this Agreement by Acq Corp the Company and the consummation by Acq Corp the Company of the transactions contemplated by this Agreement have been duly authorized by all necessary corporate action on the part of Acq Corp. the Company, subject, in the case of this Agreement and the Merger, to approval and adoption of this Agreement and approval of the Merger by the holders of a majority of the shares of Company Common Stock outstanding on the record date for the Stockholders Meeting. This Agreement has been duly executed and delivered by Acq Corp the Company and, assuming the due authorization, execution, and delivery of this Agreement constitutes the valid by Parent and binding obligation of TargetMerger Sub, constitutes a valid and binding obligation of Acq Corpthe Company, enforceable against Acq Corp the Company in accordance with its terms, except as enforcement thereof may be limited by (i) bankruptcy, insolvency, reorganization, moratorium and similar laws, both state and federal, affecting the enforcement of creditors' rights or remedies in general as from time to time in effect or (ii) the exercise by courts of equity powers. The execution and delivery of this Agreement by the Company do not, and the consummation by the Company of the transactions contemplated by this Agreement and compliance by the Company with the provisions of this Agreement will not, conflict with, or result in any 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 any obligation or to loss of a material benefit under, or result in the creation of any Lien pledge, adverse claim, lien, charge, encumbrance or security interest of any kind or nature whatsoever (collectively, "Liens") in or upon any of the properties or assets of Acq Corp under, the Company under any provision of (i) the articles Restated Certificate of incorporation Incorporation or by-laws Bylaws of Acq Corpthe Company, (ii) subject to the governmental filings and other matters referred to in the following sentence, any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise or license applicable to Acq Corp the Company or its properties or assets and to which the Company is a party as of the date of this Agreement or (iii) subject to the governmental filings and other matters referred to in the following sentence, any judgment, order, decree, (A) statute, law, ordinance, rule or regulation applicable to Acq Corp the Company or (B) judgment, order or decree applicable to the Company or its properties or assets, other than, in the case of clauses clause (ii) or and clause (iiiiii)(A), any such conflicts, violations, defaults, rights rights, losses or Liens that individually or in the aggregate would not (x) have a material adverse effect on Acq Corpthe Company, (y) impair in any material respect the ability of Acq Corp the Company to perform its obligations under this Agreement Agreement, or (z) prevent or impede materially delay the consummation of any of the transactions contemplated by this Agreement. No consent, approval, order or authorization of, or registration, declaration or filing with, any third party, including any federal, state or local government or any court, administrative agency or commission or other governmental authority or agency, domestic or foreign (a "Governmental Entity Entity"), is required to be made or obtained by Acq Corp the Company at or before the Effective Time in connection with the execution and delivery of this Agreement by the Company or the consummation by Acq Corp of any the Company of the transactions contemplated by this Agreement, except for (i1) the filing of a premerger notification and report form by the Company under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act") and any applicable filings under the antitrust laws of any foreign country, (ii2) the filing with the SEC Securities and Exchange Commission (the "SEC") of a proxy statement relating to the adoption and approval by the Company's stockholders of this Agreement and approval by the Company's stockholders of the Merger (as amended or supplemented from time to time, the "Proxy Statement") and such reports under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), as may be required in connection with this Agreement and the transactions contemplated by this Agreement, (iii3) the filing of the Articles Certificate of Merger with the Nevada Delaware Secretary of State and appropriate documents with the relevant authorities of other states in which Target the Company is qualified to do business, (iv) any approvals, licenses, authorizations, orders, registrations, findings of suitability and filings of notices with Gaming Authorities under Gaming Laws, (v) such filings as may be required by an applicable state securities or "blue sky" laws, (vi) in connection with any state or local tax which is attributable in respect of the beneficial ownership of real property of Target or its Subsidiaries, (vii) such immaterial filings and immaterial consents as may be required under any environmental, health or safety law or regulation pertaining to any notification, disclosure or required approval triggered by the Merger or the transactions contemplated by this Agreement, (viii) such immaterial filings, consents, approvals, orders, registrations and declarations as may be required under the laws of any foreign country in which the Acq Corp or any of its Subsidiaries or Target or any of its Subsidiaries conducts any business or owns any assets, and (ix4) such other consents, approvals, orders, authorizations, registrations, declarations and filings the failure of filings, which to be if not obtained or made made, would not, individually or in the aggregate, (x) have a material adverse effect on Acq Corp, (y) impair, in any material respect, the ability of Acq Corp to perform its obligations under this Agreement Company or (z) prevent or significantly materially delay the consummation of any of the transactions contemplated by this Agreement.

Authority; Noncontravention. Acq Corp RSI has the all requisite corporate power and authority to enter into this Agreement and Agreement, each of the Option Agreements and, subject, in the case of the Merger, to the RSI Stockholder Approval (as defined in Section 3.1(l)), to consummate the transactions contemplated by this Agreementhereby and thereby. The execution and delivery of this Agreement and each of the Option Agreements by Acq Corp RSI and the consummation by Acq Corp RSI of the transactions contemplated by this Agreement hereby and thereby have been duly authorized by all necessary corporate action on the part of Acq Corp. RSI, subject, in the case of the Merger, to the RSI Stockholder Approval. This Agreement has been been, and the Option Agreements will be, duly executed and delivered by Acq Corp RSI and, assuming this Agreement the due authorization, execution and delivery thereof by JPFI, constitutes (or will constitute, as the case may be) the legal, valid and binding obligation of Target, constitutes a valid and binding obligation of Acq CorpRSI, enforceable against Acq Corp RSI in accordance with its their terms. The execution and delivery of this Agreement do does not, and the execution and delivery of the Option Agreements and the consummation of the transactions contemplated by hereby and thereby and compliance with the provisions of this Agreement and the Option Agreements will not, conflict with, or result in any 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 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 Acq Corp RSI or any of its subsidiaries or (assuming the consummation of the transactions contemplated hereby without giving effect to Section 1.7) in any restriction on the conduct of JPFI's business or operations under, (i) the articles of incorporation RSI Certificate or the by-laws of Acq CorpRSI or the comparable organizational documents of any of its subsidiaries, (ii) subject to the governmental filings and other matters referred to in the following sentenceexcept as contemplated by Section 5.17, any loan or credit agreement, note, bond, mortgage, indenture, trust document, lease or other agreement, instrument, permit, concession, franchise franchise, license or license similar authorization applicable to Acq Corp RSI or any of its 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 or regulation applicable to Acq Corp or its properties or assets, other than, in the case of clauses (ii) or (iii), any such conflicts, violations, defaults, rights or Liens that individually or in the aggregate would not (x) have a material adverse effect on Acq Corp, (y) impair in any material respect the ability of Acq Corp to perform its obligations under this Agreement or (z) prevent or impede 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 Governmental Entity is required by Acq Corp in connection with the execution and delivery of this Agreement or the consummation by Acq Corp 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 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 of Merger with the Nevada Secretary of State and appropriate documents with the relevant authorities of other states in which Target is qualified to do business, (iv) any approvals, licenses, authorizations, orders, registrations, findings of suitability and filings of notices with Gaming Authorities under Gaming Laws, (v) such filings as may be required by an applicable state securities or "blue sky" laws, (vi) in connection with any state or local tax which is attributable in respect of the beneficial ownership of real property of Target or its Subsidiaries, (vii) such immaterial filings and immaterial consents as may be required under any environmental, health or safety law or regulation pertaining to any notification, disclosure or required approval triggered by the Merger or the transactions contemplated by this Agreement, (viii) such immaterial filings, consents, approvals, orders, registrations and declarations as may be required under the laws of any foreign country in which the Acq Corp or any of its Subsidiaries or Target or any of its Subsidiaries conducts any business or owns any assets, and (ix) such other consents, approvals, orders, authorizations, registrations, declarations and filings the failure of which to be obtained or made would not, individually or in the aggregate, (x) have a material adverse effect on Acq Corp, (y) impair, in any material respect, the ability of Acq Corp to perform its obligations under this Agreement or (z) prevent or significantly delay the consummation of the transactions contemplated by this Agreement.the

Authority; Noncontravention. Acq Corp Trenwick has the all requisite corporate power and authority to enter into this Agreement and and, subject to obtaining the Trenwick Stockholder Approval (as defined in Section 3.2(o)), to consummate the transactions contemplated by this Agreement. Trenwick has all requisite corporate power and authority to enter into the Stock Option Agreement and to consummate the transactions contemplated thereby. The execution and delivery of this Agreement and the Stock Option Agreement by Acq Corp Trenwick and the consummation by Acq Corp Trenwick of the transactions contemplated by this Agreement and the Stock Option Agreement have been duly authorized by all necessary corporate action on the part of Acq Corp. Trenwick, subject to the Trenwick Stockholder Approval. This Agreement has and the Stock Option Agreement have been duly executed and delivered by Acq Corp Trenwick and, assuming the due 28 34 authorization, execution and delivery of this Agreement constitutes and the Stock Option Agreement by Chartwell constitute legal, valid and binding obligation obligations of Target, constitutes a valid and binding obligation of Acq CorpTrenwick, enforceable against Acq Corp Trenwick in accordance with its their respective terms. The execution and delivery of this Agreement and the Stock Option Agreement do not, and and, subject to the Trenwick Stockholder Approval with respect to this Agreement, the consummation of the transactions contemplated by this Agreement and the Stock Option Agreement and compliance with the provisions of this Agreement and the Stock Option Agreement will not, conflict with, or result in any 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 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 Acq Corp Trenwick or any of its subsidiaries under, (i) the articles Certificate of incorporation Incorporation or byBy-laws of Acq CorpTrenwick or the comparable organizational documents of any of its subsidiaries, (ii) subject to the governmental filings and other matters referred to in the following next sentence, any loan or credit agreement, note, bond, mortgage, indenture, lease indenture or other material agreement, instrument, permit, concessionfranchise, franchise license or license applicable instrument to Acq Corp which Trenwick or any of its subsidiaries is a party or by which Trenwick or any of its subsidiaries or any of their assets is bound or affected, or (iii) subject to the governmental filings and other matters referred to in the following next sentence, any judgment, order, decree, statute, law, ordinance, rule rule, regulation, order, judgment, injunction, decree, determination or regulation award applicable to Acq Corp Trenwick or any of its subsidiaries or any of their respective properties or assets, other than, in the case of clauses clause (ii) or (iii)above, any such conflicts, violations, defaults, rights rights, losses or Liens that individually or in the aggregate would not (x) have a material adverse effect Material Adverse Effect on Acq Corp, Trenwick or (y) reasonably be expected to impair in any material respect materially the ability of Acq Corp Trenwick to perform its obligations under this Agreement or (z) prevent or impede and the consummation of any of the transactions contemplated by this Stock Option Agreement. No consent, approval, order order, or authorization of, action by or in respect of, or registration, declaration or filing with, with any Governmental Entity Entity, or of Lloyd's, is required by Acq Corp or with respect to Trenwick or any of its subsidiaries in connection with the execution and delivery of this Agreement and the Stock Option Agreement by Trenwick or the consummation by Acq Corp of any Trenwick of the transactions contemplated by this Agreementhereby, except for (iA) in connection with or in compliance with the filing provisions of a premerger notification and report form under (1) the HSR Act, (ii2) the filing with Securities Act, (3) the SEC Exchange Act, (4) the DGCL, (5) NASDAQ, (6) any non-United States competition, antitrust and investment laws, and the securities or "blue sky" laws of such reports the various states, (7) the approvals, filings and notices required under the Exchange Act as may be required insurance laws of the jurisdictions in connection with this Agreement and which Trenwick transacts the transactions contemplated by this Agreement, business of reinsurance; (iii) 8) the filing of the Articles certificate of Merger merger with the Nevada Delaware Secretary of State and appropriate documents with the relevant authorities of other states in which Target Trenwick is qualified to do business, (iv9) any approvals, licenses, authorizations, orders, registrations, findings required consents and waivers of suitability and filings of notices with Gaming Authorities under Gaming Laws, (v) such filings as may be required by an applicable state securities or "blue sky" laws, (vi) in connection with any state or local tax which is attributable in respect of the beneficial ownership of real property of Target or its Subsidiaries, (vii) such immaterial filings and immaterial consents as may be required under any environmental, health or safety law or regulation pertaining to any notification, disclosure or required approval triggered by the Merger or the transactions contemplated by this Agreement, (viii) such immaterial filings, consents, approvals, orders, registrations and declarations as may be required under the laws of any foreign country in which the Acq Corp or any of its Subsidiaries or Target or any of its Subsidiaries conducts any business or owns any assets, Lloyd's and (ixB) such other consents, approvals, orders, authorizations, actions, registrations, declarations and declarations, filings or notices (as may be required) the failure of which to be made or obtained or made would not, individually or in the aggregate, (x) aggregate would not have a material adverse effect Material Adverse Effect on Acq Corp, (y) impair, in any material respect, the ability of Acq Corp to perform its obligations under this Agreement or (z) prevent or significantly delay the consummation of the transactions contemplated by this AgreementTrenwick.

Authority; Noncontravention. Acq Corp Each of Opus360 and Sub has the 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 Acq Corp Opus360 and Sub and the consummation by Acq Corp Opus360 and Sub of the transactions contemplated by this Agreement have been duly authorized by all necessary corporate action on the part of Acq Corp. Opus360 and Sub, as applicable. This Agreement has been duly executed and delivered by Acq Corp Opus360 and Sub and, assuming this Agreement the due authorization, execution and delivery by PeopleMover, the Peo- pleMover Stockholders and the Stockholder Representative constitutes the a legal, valid and binding obligation of Target, constitutes a valid Opus360 and binding obligation of Acq CorpSub, enforceable against Acq Corp each of them in accordance with its terms, except as such enforcement may be limited by (i) bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or affecting creditor's rights Generally and (ii) except as set forth on Section 3.2(c)(ii) of the Opus360 Disclosure Schedule, availability of equitable remedies. The execution and delivery of this Agreement do does not, and the consummation of the transactions contemplated by this Agreement and compliance with the provisions of this Agreement will not, conflict with, or result in any 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 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 Acq Corp Opus360 or Sub or any of Opus360's other subsidiaries under, (i) the articles certificate of incorporation or by-laws of Acq CorpOpus360 or Sub or the comparable organizational documents of any of Opus360's other subsidiaries, (ii) subject to any of the governmental filings and other matters referred to in the following sentenceterms, conditions or provisions of 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 Acq Corp Opus360 or Sub or any of Opus360's other subsidiaries or their respective properties or assets or (iii) subject to the governmental filings and other matters referred to in the following sentence, proceeding clause any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Acq Corp Opus360 or its Sub or any of Opus360's other subsidiaries or their respective properties or assets, other than, in the case of clauses (ii) or (iii), any such conflicts, violations, defaults, rights or Liens that individually or in the aggregate would not (x) have a material adverse effect on Acq Corp, (y) impair in any material respect the ability of Acq Corp to perform its obligations under this Agreement or (z) prevent or impede the consummation of any of the transactions contemplated by this Agreement. No consent, approval, order or authorization of, action by, or in respect of, or registration, declaration or filing with, any Governmental Entity is required by Acq Corp or with respect to Opus360 or Sub or any of Opus360's other subsidiaries in connection with the execution and delivery of this Agreement by Opus360 and Sub or the consummation by Acq Corp of any Opus360 and Sub 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 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 Certificate of Merger with the Nevada Secretary of State of the State of Delaware and appropriate documents with the relevant authorities of other states States in which Target Opus360 is qualified to do business, (iv) any approvals, licenses, authorizations, orders, registrations, findings of suitability business and filings of notices with Gaming Authorities under Gaming Laws, (v) such filings as may be required by an with Governmental Entities to satisfy the applicable state securities requirements of the California Code or "blue sky" laws, if any and (vi) in connection with any state or local tax which is attributable in respect of the beneficial ownership of real property of Target or its Subsidiaries, (viiii) such immaterial filings and immaterial consents as may be required under any environmental, health or safety law or regulation pertaining to any notification, disclosure or required approval triggered by the Merger or the transactions contemplated by this Agreement, (viii) such immaterial filings, consents, approvals, orders, registrations and declarations as may be required under the laws of any foreign country in which the Acq Corp orders or any of its Subsidiaries or Target or any of its Subsidiaries conducts any business or owns any assets, and (ix) such other consents, approvals, orders, authorizations, registrations, declarations and filings authorizations the failure of which to be made or obtained or made would not, individually or in the aggregate, (x) aggregate is not reasonably likely to have a material adverse effect on Acq Corp, (y) impair, in any material respect, the ability of Acq Corp to perform its obligations under this Agreement or (z) prevent or significantly delay the consummation of the transactions contemplated by this AgreementOpus360.

Authority; Noncontravention. Acq Corp FNT has the all requisite corporate power and authority to enter into this Agreement and, subject to the approval of its stockholders as set forth in Section 5.4 (the “FNT Stockholder Approval”), FNT and each of the FNT Subsidiaries have all requisite corporate power and authority to consummate the transactions contemplated by this Agreement. The execution and delivery of this Agreement by Acq Corp FNT and the consummation by Acq Corp FNT of the transactions contemplated by this Agreement have been duly authorized by all necessary corporate action on the part of Acq Corp. FNT, subject to the FNT Stockholder Approval. This Agreement has been duly executed and delivered by Acq Corp and, assuming this Agreement constitutes the valid and binding obligation agreement of TargetFNF, constitutes a valid and binding obligation of Acq CorpFNT, enforceable against Acq Corp FNT in accordance with its terms, subject to the effect of any applicable bankruptcy, insolvency (including all laws relating to fraudulent transfers), reorganization, moratorium or similar laws affecting creditors’ rights generally and subject to the effect of general principles of equity. The Except as set forth in Section 3.2(c) of the Disclosure Schedule, the execution and delivery of this Agreement do not, and the consummation of the transactions contemplated by this Agreement and compliance with the provisions of this Agreement will not, (x) conflict with any of the provisions of the Organizational Documents of FNT or of any FNT Subsidiary, (y) subject to the matters referred to in the next sentence, conflict with, or result in any violation of, a breach 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 any obligation or to loss of a material benefit under, require the consent of any Person under, or result in the creation of any Lien upon on any property or asset of FNT or any FNT Subsidiary under, any indenture or other agreement, permit, franchise, license or other instrument or undertaking to which FNT or any of the properties FNT Subsidiaries is a party or by which FNT or any of the FNT Subsidiaries or any of their assets of Acq Corp underis bound or affected, or (i) the articles of incorporation or by-laws of Acq Corp, (iiz) subject to the governmental filings and other matters referred to in the following next sentence, contravene any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise or license applicable to Acq Corp 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, regulation, order, judgment, injunction, decree, determination or regulation award applicable to Acq Corp FNT or its any of the FNT Subsidiaries or any of their respective properties or assets, other thanwhich, in the case of clauses (iiy) or and (iii)z) above, any such conflicts, violations, defaults, rights or Liens that individually or in the aggregate aggregate, would not (x) reasonably be expected to have a material adverse effect on Acq Corp, (y) impair in any material respect the ability of Acq Corp to perform its obligations under this Agreement or (z) prevent or impede the consummation of any of the transactions contemplated by this Agreementan FNT Material Adverse Effect. No consent, approval, order approval or authorization of, or registration, declaration or filing with, or notice to, any Governmental Entity is required by Acq Corp or with respect to FNT or any of the FNT Subsidiaries in connection with the execution and delivery of this Agreement by FNT or the consummation by Acq Corp FNT or any FNT 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 approvals, filings or notices required under the HSR Actinsurance laws of the jurisdictions set forth in Section 3.2(c) of the Disclosure Schedule, (ii) the filing with the SEC of such reports and other filings under the Exchange Act as may be required in connection with this Agreement and the transactions contemplated by this Agreement, (iii) the filing with the SEC of the Articles of Merger with Form S-1, the Nevada Secretary of State Form S-8 and appropriate documents with the relevant authorities of other states in which Target is qualified to do businessInformation Statement, (iv) any approvals, licenses, authorizations, orders, registrations, findings of suitability and filings of notices with Gaming Authorities under Gaming Laws, (v) such filings as may be required by an applicable state securities or "blue sky" laws, (vi) in connection with any state or local tax which is attributable in respect of the beneficial ownership of real property of Target or its Subsidiaries, (vii) such immaterial filings and immaterial consents as may be required under any environmental, health or safety law or regulation pertaining to any notification, disclosure or required approval triggered by the Merger or the transactions contemplated by this Agreement, (viii) such immaterial filings, consents, approvals, orders, registrations and declarations as may be required under the laws of any foreign country in which the Acq Corp or any of its Subsidiaries or Target or any of its Subsidiaries conducts any business or owns any assets, and (ix) such other consents, approvals, ordersauthorizations, filings or notices as are set forth in Section 3.2(c) of the Disclosure Schedule and (v) such other consents, approvals, authorizations, registrationsdeclarations, declarations and filings or notices the failure of which to be obtained obtain or made would notmake which, individually or in the aggregate, (x) would not have a material adverse effect on Acq Corp, (y) impair, in any material respect, the ability of Acq Corp to perform its obligations under this Agreement or (z) prevent or significantly delay the consummation of the transactions contemplated by this Agreementan FNT Material Adverse Effect.

Authority; Noncontravention. Acq Corp WorldQuest has the requisite corporate power and authority to enter into this Agreement and, subject to the approval of this Agreement by the affirmative votes of the holders of a majority of the outstanding shares of WorldQuest Common Stock (the “WorldQuest Shareholder Vote”) with respect to the Merger and the issuance of WorldQuest Common Stock, to consummate the transactions contemplated by this Agreement. The execution and delivery of this Agreement by Acq Corp WorldQuest and the consummation by Acq Corp WorldQuest of the transactions contemplated by this Agreement have been duly authorized by all necessary corporate action on the part of Acq Corp. WorldQuest, subject, in the case of the Merger if required under Delaware Law, and in the case of the issuance of WorldQuest Common Stock if required by the rules of The Nasdaq Stock Market (“Nasdaq”), to approval of this Agreement by the WorldQuest Shareholder Vote. This Agreement has been duly executed and delivered by Acq Corp and, assuming this Agreement constitutes the valid WorldQuest and binding obligation of Target, constitutes a valid and binding obligation of Acq CorpWorldQuest, enforceable against Acq Corp it in accordance with its terms, except as enforceability may be limited by any applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditor’s rights generally and the application of general principals of equity (regardless of whether that enforceability is considered in a proceeding at law or in equity). The execution and delivery of this Agreement do does not, and the consummation of the transactions contemplated by this Agreement and compliance with the provisions of this Agreement will not, conflict with, or result in any 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 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 Acq Corp WorldQuest or any of its subsidiaries under, (i) the articles certificate of incorporation or by-laws of Acq CorpWorldQuest, (ii) subject to the governmental filings and other matters referred to in the following sentence, any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise or license applicable to Acq Corp WorldQuest or any of its 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 or regulation applicable to Acq Corp WorldQuest or its any subsidiary of WorldQuest or their respective properties or assets, other than, in the case of clauses clause (ii) or (iii), any such conflicts, violations, defaults, rights rights, losses or Liens that individually or in the aggregate would not (x) reasonably be expected to have a material adverse effect on Acq Corp, (y) impair in any material respect the ability of Acq Corp to perform its obligations under this Agreement or (z) prevent or impede the consummation of any of the transactions contemplated by this AgreementWorldQuest Material Adverse Effect. No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity Consent is required by Acq Corp or with respect to WorldQuest in connection with the execution and delivery by WorldQuest of this Agreement or the consummation by Acq Corp of any WorldQuest of the transactions contemplated by this Agreement, except for (i) if required, the filing of a premerger notification and report form by WorldQuest under the HSR ActAct and any applicable filings under similar foreign antitrust or competition laws and regulations, (ii) the filing with the SEC of (A) a proxy statement in preliminary and definitive form relating to the WorldQuest Stockholders Meeting (as defined below) (as amended and supplemented from time to time, the “WorldQuest Proxy Statement”), and (B) such reports under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) as may be required in connection with this Agreement and the transactions contemplated by this Agreementhereby, (iii) such filings as may be required under state securities or “blue sky” laws, (iv) the filing of the Articles Certificate of Merger with the Nevada Delaware Secretary of State and appropriate documents with the relevant authorities of other states in which Target Ntera is qualified to do business, (iv) any approvals, licenses, authorizations, orders, registrations, findings of suitability and filings of notices with Gaming Authorities under Gaming Laws, (v) such filings as may with and approvals of Nasdaq to permit the WorldQuest Common Stock to continue to be required by an applicable state securities or "blue sky" laws, (vi) in connection with any state or local tax which is attributable in respect of listed on Nasdaq after the beneficial ownership of real property of Target or its Subsidiaries, (vii) such immaterial filings and immaterial consents as may be required under any environmental, health or safety law or regulation pertaining to any notification, disclosure or required approval triggered by the Merger or the transactions contemplated by this Agreement, (viii) such immaterial filings, consents, approvals, orders, registrations and declarations as may be required under the laws of any foreign country in which the Acq Corp or any of its Subsidiaries or Target or any of its Subsidiaries conducts any business or owns any assetsEffective Date, and (ixvi) such other consents, approvals, orders, authorizations, registrations, declarations and filings the failure of which to be made or obtained or made would not, individually or in the aggregate, (x) aggregate would not reasonably be expected to have a material adverse effect on Acq Corp, (y) impair, in any material respect, the ability of Acq Corp to perform its obligations under this Agreement or (z) prevent or significantly delay the consummation of the transactions contemplated by this AgreementWorldQuest Material Adverse Effect.

Authority; Noncontravention. Acq Corp Each of McKesson and Merger Sub has the all requisite corporate power and authority to enter into this Agreement Agreement, and McKesson has all requisite corporate power and authority to enter into the Option Agreements and, subject, to the McKesson Stockholder Approval (as defined in Section 3.1(l)), to consummate the transactions contemplated by this Agreementhereby and thereby. The execution and delivery of this Agreement by Acq Corp each of McKesson and Merger Sub, and the execution and delivery of the Option Agreements by McKesson and the consummation by Acq Corp McKesson and Merger Sub of the transactions contemplated by this Agreement hereby and thereby have been duly authorized by all necessary corporate action on the part of Acq Corp. McKesson and Merger Sub, subject, in the case of the Merger, and the issuance of McKesson Common Stock in connection with the Merger and the conversion of the Assumed Options, to the McKesson Stockholder Approval. This Agreement has been been, and the Option Agreements will be, duly executed and delivered by Acq Corp McKesson (and, in the case of this Agreement, by Merger Sub) and, assuming this Agreement the due authorization, execution and delivery thereof by HBO, constitutes (or will constitute, as the case may be) the legal, valid and binding obligation of TargetMcKesson (and, constitutes a valid and binding obligation in the case of Acq Corpthis Agreement, by Merger Sub), enforceable against Acq Corp McKesson (and, in the case of this Agreement, by Merger Sub) in accordance with its their terms. The execution and delivery of this Agreement do does not, and the execution and delivery of the Option Agreements and the consummation of the transactions contemplated by hereby and thereby and compliance with the provisions of this Agreement and the Option Agreements will not, conflict with, or result in any 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 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 Acq Corp McKesson or any of its subsidiaries or in any restriction on the conduct of McKesson's business or operations under, (i) the articles of incorporation McKesson Certificate or the by-laws of Acq CorpMcKesson or the comparable organizational documents of any of its subsidiaries, (ii) subject to the governmental filings and other matters referred to in the following sentence, any loan or credit agreement, note, bond, mortgage, indenture, trust document, lease or other agreement, instrument, permit, concession, franchise or franchise, license applicable to Acq Corp or (iii) subject to the governmental filings and other matters referred to in the following sentence, any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Acq Corp or its properties or assets, other than, in the case of clauses (ii) or (iii), any such conflicts, violations, defaults, rights or Liens that individually or in the aggregate would not (x) have a material adverse effect on Acq Corp, (y) impair in any material respect the ability of Acq Corp to perform its obligations under this Agreement or (z) prevent or impede 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 Governmental Entity is required by Acq Corp in connection with the execution and delivery of this Agreement or the consummation by Acq Corp 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 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 of Merger with the Nevada Secretary of State and appropriate documents with the relevant authorities of other states in which Target is qualified to do business, (iv) any approvals, licenses, authorizations, orders, registrations, findings of suitability and filings of notices with Gaming Authorities under Gaming Laws, (v) such filings as may be required by an applicable state securities or "blue sky" laws, (vi) in connection with any state or local tax which is attributable in respect of the beneficial ownership of real property of Target or its Subsidiaries, (vii) such immaterial filings and immaterial consents as may be required under any environmental, health or safety law or regulation pertaining to any notification, disclosure or required approval triggered by the Merger or the transactions contemplated by this Agreement, (viii) such immaterial filings, consents, approvals, orders, registrations and declarations as may be required under the laws of any foreign country in which the Acq Corp or any of its Subsidiaries or Target or any of its Subsidiaries conducts any business or owns any assets, and (ix) such other consents, approvals, orders, authorizations, registrations, declarations and filings the failure of which to be obtained or made would not, individually or in the aggregate, (x) have a material adverse effect on Acq Corp, (y) impair, in any material respect, the ability of Acq Corp to perform its obligations under this Agreement or (z) prevent or significantly delay the consummation of the transactions contemplated by this Agreement.or

Authority; Noncontravention. Acq Corp i-Cube has the all requisite corporate --------------------------- power and authority to enter into this Agreement and and, subject to the i-Cube Stockholder Approval (as defined in Section 3.01(m)), to consummate the transactions contemplated by this Agreement. The execution and delivery of this Agreement by Acq Corp i-Cube and the consummation by Acq Corp i-Cube of the transactions contemplated by this Agreement have has been duly authorized by all necessary corporate action on the part of Acq Corp. i-Cube, subject, in the case of the Merger, to the i-Cube Stockholders Approval. This Agreement has been duly executed and delivered by Acq Corp i-Cube and, assuming this Agreement the due authorization, execution and delivery by each of the other parties hereto, constitutes the legal, valid and binding obligation obligations of Target, constitutes a valid and binding obligation of Acq Corpi-Cube, enforceable against Acq Corp i-Cube in accordance with its terms. Without limiting the other provisions of this Section 3.01(d) above, the Board of Directors of i-Cube, at a meeting duly called and held has, in light of and subject to the terms and conditions set forth herein, (a) determined that this Agreement, the i-Cube Voting Agreement, the Merger and the other transactions contemplated hereby and by the i-Cube Voting Agreement are fair and in the best interests of the stockholders of i-Cube, and (b) resolved to recommend to the i- Cube Shareholders approval and adoption of this Agreement and the Merger. 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 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 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 Acq Corp i-Cube or any of its subsidiaries under, (i) the articles certificate of incorporation or by-laws of Acq Corpi-Cube or the comparable organizational documents of any of its subsidiaries, (ii) subject to the governmental filings and other matters referred to in the following sentence, 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 Acq Corp i-Cube or any of its 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 or regulation applicable to Acq Corp i-Cube or any of its subsidiaries or their respective properties or assets, other than, in the case of clauses (ii) or and (iii), any such conflicts, violations, defaults, rights rights, losses or Liens that individually or in the aggregate would are not (x) reasonably likely to have a material adverse effect on Acq Corp, i-Cube or (y) reasonably likely to impair in any material respect the ability of Acq Corp i-Cube to perform its obligations under this Agreement or (z) prevent or impede the consummation of any of the transactions contemplated by this Agreement. No consent, approval, order or authorization of, action by or in respect of, or registration, declaration or filing with, any federal, state, local or foreign government, any court, administrative, regulatory or other governmental agency, commission or authority or any non-governmental self-regulatory agency, commission or authority (each a "Governmental Entity Entity") is required by Acq Corp or with respect to i-Cube or any of its subsidiaries in connection with the execution and delivery of this Agreement by i-Cube or the consummation by Acq Corp 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 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 of Merger with the Nevada Secretary of State and appropriate documents with the relevant authorities of other states in which Target is qualified to do business, (iv) any approvals, licenses, authorizations, orders, registrations, findings of suitability and filings of notices with Gaming Authorities under Gaming Laws, (v) such filings as may be required by an applicable state securities or "blue sky" laws, (vi) in connection with any state or local tax which is attributable in respect of the beneficial ownership of real property of Target or its Subsidiaries, (vii) such immaterial filings and immaterial consents as may be required under any environmental, health or safety law or regulation pertaining to any notification, disclosure or required approval triggered by the Merger or the transactions contemplated by this Agreement, (viii) such immaterial filings, consents, approvals, orders, registrations and declarations as may be required under the laws of any foreign country in which the Acq Corp or any of its Subsidiaries or Target or any of its Subsidiaries conducts any business or owns any assets, and (ix) such other consents, approvals, orders, authorizations, registrations, declarations and filings the failure of which to be obtained or made would not, individually or in the aggregate, (x) have a material adverse effect on Acq Corp, (y) impair, in any material respect, the ability of Acq Corp to perform its obligations under this Agreement or (z) prevent or significantly delay the consummation of the transactions contemplated by this Agreement.the

Authority; Noncontravention. Acq Corp i-Cube has the all requisite corporate power and authority to enter into this Agreement and and, subject to the i-Cube Stockholder Approval (as defined in Section 3.01(m)), to consummate the transactions contemplated by this Agreement. The execution and delivery of this Agreement by Acq Corp i-Cube and the consummation by Acq Corp i-Cube of the transactions contemplated by this Agreement have has been duly authorized by all necessary corporate action on the part of Acq Corp. i-Cube, subject, in the case of the Merger, to the i-Cube Stockholders Approval. This Agreement has been duly executed and delivered by Acq Corp i-Cube and, assuming this Agreement the due authorization, execution and delivery by each of the other parties hereto, constitutes the legal, valid and binding obligation obligations of Target, constitutes a valid and binding obligation of Acq Corpi-Cube, enforceable against Acq Corp i-Cube in accordance with its terms. Without limiting the other provisions of this Section 3.01(d) above, the Board of Directors of i-Cube, at a meeting duly called and held has, in light of and subject to the terms and conditions set forth herein, (a) determined that this Agreement, the i-Cube Voting Agreement, the Merger and the other transactions contemplated hereby and by the i-Cube Voting Agreement are fair and in the best interests of the stockholders of i-Cube, and (b) resolved to recommend to the i-Cube Shareholders approval and adoption of this Agreement and the Merger. 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 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 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 Acq Corp i-Cube or any of its subsidiaries under, (i) the articles certificate of incorporation or by-laws of Acq Corpi-Cube or the comparable organizational documents of any of its subsidiaries, (ii) subject to the governmental filings and other matters referred to in the following sentence, 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 Acq Corp i-Cube or any of its 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 or regulation applicable to Acq Corp i-Cube or any of its subsidiaries or their respective properties or assets, other than, in the case of clauses (ii) or and (iii), any such conflicts, violations, defaults, rights rights, losses or Liens that individually or in the aggregate would are not (x) reasonably likely to have a material adverse effect on Acq Corp, i-Cube or (y) reasonably likely to impair in any material respect the ability of Acq Corp i-Cube to perform its obligations under this Agreement or (z) prevent or impede the consummation of any of the transactions contemplated by this Agreement. No consent, approval, order or authorization of, action by or registration, declaration or filing with, any Governmental Entity is required by Acq Corp in connection with the execution and delivery of this Agreement or the consummation by Acq Corp 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 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 of Merger with the Nevada Secretary of State and appropriate documents with the relevant authorities of other states in which Target is qualified to do business, (iv) any approvals, licenses, authorizations, orders, registrations, findings of suitability and filings of notices with Gaming Authorities under Gaming Laws, (v) such filings as may be required by an applicable state securities or "blue sky" laws, (vi) in connection with any state or local tax which is attributable in respect of the beneficial ownership of real property of Target or its Subsidiariesof, (vii) such immaterial filings and immaterial consents as may be required under any environmental, health or safety law or regulation pertaining to any notification, disclosure or required approval triggered by the Merger or the transactions contemplated by this Agreement, (viii) such immaterial filings, consents, approvals, orders, registrations and declarations as may be required under the laws of any foreign country in which the Acq Corp or any of its Subsidiaries or Target or any of its Subsidiaries conducts any business or owns any assets, and (ix) such other consents, approvals, orders, authorizations, registrations, declarations and filings the failure of which to be obtained or made would not, individually or in the aggregate, (x) have a material adverse effect on Acq Corp, (y) impair, in any material respect, the ability of Acq Corp to perform its obligations under this Agreement or (z) prevent or significantly delay the consummation of the transactions contemplated by this Agreement.or

Authority; Noncontravention. Acq Corp ACIA has the 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 Acq Corp ACIA and the consummation by Acq Corp ACIA of the transactions contemplated by this Agreement have been duly authorized by all necessary corporate action on the part of Acq Corp. ACIA. This Agreement has been duly executed and delivered by Acq Corp and, assuming this Agreement ACIA and constitutes the valid and binding obligation obligations of Target, constitutes a valid and binding obligation of Acq CorpACIA, enforceable against Acq Corp ACIA 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 hereby and compliance with the provisions hereof will not, conflict with, breach, or result in any 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 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 Acq Corp ACIA under, (i) the articles of incorporation or by-laws of Acq Corpcharter documents, (ii) subject to the governmental filings and other matters referred to in the following sentence, any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise or license directly or indirectly applicable to Acq Corp ACIA, or (iii) subject to the governmental filings and other matters referred to in the following sentence, any judgment, order, decree, statute, law, ordinance, rule Order or regulation Law directly or indirectly applicable to Acq Corp or its properties or assets, ACIA other than, in the case of clauses (ii) or and (iii), any such conflicts, breaches, violations, defaults, rights rights, losses or Liens that individually or in the aggregate would -18- could not (x) be reasonably expected to have a material adverse effect on Acq Corp, (y) impair in any material respect the ability of Acq Corp to perform its obligations under this Agreement or (z) prevent or impede the consummation of any of the transactions contemplated by this Agreementan ACIA MAE. No consent, approval, order Order or authorization of, or registration, declaration or filing with, any Governmental Entity is required by Acq Corp or with respect to ACIA or any of its Subsidiaries in connection with the execution and delivery of this Agreement by ACIA or the consummation by Acq Corp of any ACIA of the transactions contemplated by this Agreementhereby, except for (i1) the filing of a premerger notification and report form under the HSR Act, (ii) 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, hereby; (iii2) the filing of the Articles Certificates of Merger with the Nevada Secretary Pennsylvania and Georgia Secretaries of State and appropriate documents with the relevant authorities of other states in which Target ACIA is qualified to do business, (iv) any approvals, licenses, authorizations, orders, registrations, findings of suitability business and filings of notices with Gaming Authorities under Gaming Laws, (v) such filings as may be required by an with Governmental Entities to satisfy the applicable requirements of state franchise, securities or "blue sky" laws, ; (vi) in connection with any state or local tax which is attributable in respect of the beneficial ownership of real property of Target or its Subsidiaries, (vii3) such immaterial other filings and immaterial consents as may be required under any environmental, health or safety law or regulation Environmental Law pertaining to any notification, disclosure or required approval triggered necessitated by the Merger or the transactions contemplated by this Agreement, ; and (viii4) such immaterial filings, consents, approvals, orders, registrations and declarations as may be required under the laws of any foreign country in which the Acq Corp Orders or any of its Subsidiaries or Target or any of its Subsidiaries conducts any business or owns any assets, and (ix) such other consents, approvals, orders, authorizations, registrations, declarations and filings authorizations the failure of which to be made or obtained or made would notcould not reasonably be expected, individually or in the aggregate, (x) to have a material adverse effect on Acq Corp, (y) impair, in any material respect, the ability of Acq Corp to perform its obligations under this Agreement or (z) prevent or significantly delay the consummation of the transactions contemplated by this Agreementan ACIA MAE.

Authority; Noncontravention. Acq Corp The Company has the requisite ---------------------------- corporate power and authority to enter into this Agreement and and, subject to approval of this Agreement by the holders of a majority of the outstanding shares of Company Common Stock, to consummate the transactions contemplated by this Agreement. The execution and delivery of this Agreement by Acq Corp the Company and the consummation by Acq Corp the Company of the transactions contemplated by this Agreement have been duly authorized by all necessary corporate action on the part of Acq Corp. the Company, subject, in the case of this Agreement, to approval of this Agreement by the holders of a majority of the outstanding shares of Company Common Stock. This Agreement has been duly executed and delivered by Acq Corp the Company and, assuming this Agreement constitutes the valid and binding obligation of TargetParent and Sub, constitutes a the valid and binding obligation of Acq Corpthe Company, enforceable against Acq Corp the Company in accordance with its terms, except that (i) such enforcement may be subject to the matters set forth in the last sentence of Section 9.04 and to bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect relating to creditors' rights generally and (ii) the remedy of specific performance and injunctive relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. The execution and delivery of this Agreement do not, and the consummation of the transactions contemplated by this Agreement (including the changes in the composition of the Board of Directors of the Company) and compliance with the provisions of this Agreement will not, conflict with, or result in any 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 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 Acq Corp the Company or any of its subsidiaries under, (i) the articles Amended and Restated Articles of incorporation Incorporation or by-laws of Acq Corpthe Company or the comparable charter or organizational documents of any of its subsidiaries, (ii) other than contingent severance agreements, severance plans, employment agreements, tax withholding rights, stock options and stock grant agreements and subject to the governmental filings and other matters referred to in the following sentence, any loan or credit agreementagreement (except the Loan Agreement dated as of August 21, 1992, among the Company, the banks named therein and Bank of America National Trust and Savings Association, as Agent, as amended), note, bond, mortgage, indentureindenture (except the Senior Subordinated Indenture dated August 15, 1992, between the Company and First Trust National Association), lease or other agreementagreement (other than understandings and business arrangements relating to projects in Missouri and Windsor, Canada), instrument, permit, concession, franchise or license applicable to Acq Corp or (iii) subject to the governmental filings and other matters referred to in the following sentence, any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Acq Corp or its properties or assets, other than, in the case of clauses (ii) or (iii), any such conflicts, violations, defaults, rights or Liens that individually or in the aggregate would not (x) have a material adverse effect on Acq Corp, (y) impair in any material respect the ability of Acq Corp to perform its obligations under this Agreement or (z) prevent or impede 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 Governmental Entity is required by Acq Corp in connection with the execution and delivery of this Agreement or the consummation by Acq Corp 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 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 of Merger with the Nevada Secretary of State and appropriate documents with the relevant authorities of other states in which Target is qualified to do business, (iv) any approvals, licenses, authorizations, orders, registrations, findings of suitability and filings of notices with Gaming Authorities under Gaming Laws, (v) such filings as may be required by an applicable state securities or "blue sky" laws, (vi) in connection with any state or local tax which is attributable in respect of the beneficial ownership of real property of Target or its Subsidiaries, (vii) such immaterial filings and immaterial consents as may be required under any environmental, health or safety law or regulation pertaining to any notification, disclosure or required approval triggered by the Merger or the transactions contemplated by this Agreement, (viii) such immaterial filings, consents, approvals, orders, registrations and declarations as may be required under the laws of any foreign country in which the Acq Corp Company or any of its Subsidiaries subsidiaries or Target their respective properties or any of its Subsidiaries conducts any business or owns any assets, and assets (ixincluding all agreements described pursuant to Section 4.01(v)) such other consents, approvals, orders, authorizations, registrations, declarations and filings the failure of which to be obtained or made would not, individually or in the aggregate, (x) have a material adverse effect on Acq Corp, (y) impair, in any material respect, the ability of Acq Corp to perform its obligations under this Agreement or (z) prevent or significantly delay the consummation of the transactions contemplated by this Agreement.or

Authority; Noncontravention. Acq Corp The Investor has the requisite corporate all necessary power and authority to enter into execute and deliver this Agreement and the other Transaction Documents, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated by this AgreementTransactions. The execution execution, delivery and delivery performance by the Investor of this Agreement by Acq Corp and the other Transaction Documents and the consummation by Acq Corp the Investor of the transactions contemplated by this Agreement Transactions have been duly authorized and approved by all necessary corporate action on the part of Acq Corp. the Investor, and no further action, approval or authorization by any of its stockholders, partners, members or other equity owners, as the case may be, is necessary to authorize the execution, delivery and performance by the Investor of this Agreement and the other Transaction Documents and the consummation by the Investor of the Transactions. This Agreement has been and at the Closing, as applicable, the other Transaction Documents will be, duly executed and delivered by Acq Corp the Investor and, assuming this Agreement due authorization, execution and delivery hereof or thereof, as applicable, by Parent, the Company and the other parties hereto or thereto, each constitutes (or in the case of the other Transaction Documents, as applicable, at the Closing will constitute) a legal, valid and binding obligation of Target, constitutes a valid and binding obligation of Acq Corpthe Investor, enforceable against Acq Corp it in accordance with its terms. The execution and delivery of this Agreement do not, and the consummation of the transactions contemplated by this Agreement will not, conflict with, or result in any 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 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 Acq Corp under, (i) the articles of incorporation or by-laws of Acq Corp, (ii) subject to the governmental filings Bankruptcy and other matters referred to in the following sentence, any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise or license applicable to Acq Corp or (iii) subject to the governmental filings and other matters referred to in the following sentence, any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Acq Corp or its properties or assets, other than, in the case of clauses (ii) or (iii), any such conflicts, violations, defaults, rights or Liens that individually or in the aggregate would not (x) have a material adverse effect on Acq Corp, (y) impair in any material respect the ability of Acq Corp to perform its obligations under this Agreement or (z) prevent or impede the consummation of any of the transactions contemplated by this AgreementEquity Exception. No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity is required by Acq Corp in connection with Neither the execution and delivery of this Agreement or the other Transaction Documents by the Investor, nor the consummation of the Transactions by Acq Corp of the Investor, nor performance or compliance by the Investor with any of the transactions contemplated by this Agreementterms or provisions hereof or thereof, except for will (i) conflict with or violate any provision of the filing certificate or articles of a premerger notification and report form under incorporation, bylaws or other comparable charter or organizational documents of the HSR Act, Investor or (ii) assuming that the filing with authorizations, consents and approvals referred to in Section 4.03 are obtained prior to the SEC of such reports under the Exchange Act as may be required in connection with this Agreement Closing Date and the transactions contemplated by this Agreementfilings referred to in Section 4.03 are made and any waiting periods with respect to such filings have terminated or expired prior to the Closing Date, (iiix) violate any Law or Judgment applicable to the filing of the Articles of Merger with the Nevada Secretary of State and appropriate documents with the relevant authorities of other states in which Target is qualified to do business, (iv) any approvals, licenses, authorizations, orders, registrations, findings of suitability and filings of notices with Gaming Authorities under Gaming Laws, (v) such filings as may be required by an applicable state securities or "blue sky" laws, (vi) in connection with any state or local tax which is attributable in respect of the beneficial ownership of real property of Target or its Subsidiaries, (vii) such immaterial filings and immaterial consents as may be required under any environmental, health or safety law or regulation pertaining to any notification, disclosure or required approval triggered by the Merger or the transactions contemplated by this Agreement, (viii) such immaterial filings, consents, approvals, orders, registrations and declarations as may be required under the laws of any foreign country in which the Acq Corp Investor or any of its Subsidiaries or Target (y) violate or constitute a default (or constitute an event which, with notice or lapse of time or both, would violate or constitute a default) under any of the terms, conditions or provisions of any Contract to which the Investor or any of its Subsidiaries conducts is a party or accelerate the Investor’s or any business or owns of its Subsidiaries’, if applicable, obligations under any assetssuch Contract, and except, in the case of clause (ix) such other consentsii), approvals, orders, authorizations, registrations, declarations and filings the failure of which to be obtained or made as would not, individually or in the aggregate, (x) reasonably be expected to have a material adverse effect on Acq Corp, (y) impair, in any material respect, the ability of Acq Corp to perform its obligations under this Agreement or (z) prevent or significantly delay the consummation of the transactions contemplated by this Agreementan Investor Material Adverse Effect.

Authority; Noncontravention. Acq Corp FNT has the all requisite corporate power and authority to enter into this Agreement and, subject to the approval of its stockholders as set forth in Section 5.4 (the "FNT Stockholder Approval"), FNT and each of the FNT Subsidiaries have all requisite corporate power and authority to consummate the transactions contemplated by this Agreement. The execution and delivery of this Agreement by Acq Corp FNT and the consummation by Acq Corp FNT of the transactions contemplated by this Agreement have been duly authorized by all necessary corporate action on the part of Acq Corp. FNT, subject to the FNT Stockholder Approval. This Agreement has been duly executed and delivered by Acq Corp and, assuming this Agreement constitutes the valid and binding obligation agreement of TargetFNF, constitutes a valid and binding obligation of Acq CorpFNT, enforceable against Acq Corp FNT in accordance with its terms, subject to the effect of any applicable bankruptcy, insolvency (including all laws relating to fraudulent transfers), reorganization, moratorium or similar laws affecting creditors' rights generally and subject to the effect of general principles of equity. The Except as set forth in Section 3.2(c) of the Disclosure Schedule, the execution and delivery of this Agreement do not, and the consummation of the transactions contemplated by this Agreement and compliance with the provisions of this Agreement will not, (x) conflict with any of the provisions of the Organizational Documents of FNT or of any FNT Subsidiary, (y) subject to the matters referred to in the next sentence, conflict with, or result in any violation of, a breach 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 any obligation or to loss of a material benefit under, require the consent of any Person under, or result in the creation of any Lien upon on any property or asset of FNT or any FNT Subsidiary under, any indenture or other agreement, permit, franchise, license or other instrument or undertaking to which FNT or any of the properties FNT Subsidiaries is a party or by which FNT or any of the FNT Subsidiaries or any of their assets of Acq Corp underis bound or affected, or (i) the articles of incorporation or by-laws of Acq Corp, (iiz) subject to the governmental filings and other matters referred to in the following next sentence, contravene any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise or license applicable to Acq Corp 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, regulation, order, judgment, injunction, decree, determination or regulation award applicable to Acq Corp FNT or its any of the FNT Subsidiaries or any of their respective properties or assets, other thanwhich, in the case of clauses (iiy) or and (iii)z) above, any such conflicts, violations, defaults, rights or Liens that individually or in the aggregate aggregate, would not (x) reasonably be expected to have a material adverse effect on Acq Corp, (y) impair in any material respect the ability of Acq Corp to perform its obligations under this Agreement or (z) prevent or impede the consummation of any of the transactions contemplated by this Agreementan FNT Material Adverse Effect. No consent, approval, order approval or authorization of, or registration, declaration or filing with, or notice to, any Governmental Entity is required by Acq Corp or with respect to FNT or any of the FNT Subsidiaries in connection with the execution and delivery of this Agreement by FNT or the consummation by Acq Corp FNT or any FNT 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 approvals, filings or notices required under the HSR Actinsurance laws of the jurisdictions set forth in Section 3.2(c) of the Disclosure Schedule, (ii) the filing with the SEC of such reports and other filings under the Exchange Act as may be required in connection with this Agreement and the transactions contemplated by this Agreement, (iii) the filing with the SEC of the Articles of Merger with Form S-1, the Nevada Secretary of State Form S-8 and appropriate documents with the relevant authorities of other states in which Target is qualified to do businessInformation Statement, (iv) any approvals, licenses, authorizations, orders, registrations, findings of suitability and filings of notices with Gaming Authorities under Gaming Laws, (v) such filings as may be required by an applicable state securities or "blue sky" laws, (vi) in connection with any state or local tax which is attributable in respect of the beneficial ownership of real property of Target or its Subsidiaries, (vii) such immaterial filings and immaterial consents as may be required under any environmental, health or safety law or regulation pertaining to any notification, disclosure or required approval triggered by the Merger or the transactions contemplated by this Agreement, (viii) such immaterial filings, consents, approvals, orders, registrations and declarations as may be required under the laws of any foreign country in which the Acq Corp or any of its Subsidiaries or Target or any of its Subsidiaries conducts any business or owns any assets, and (ix) such other consents, approvals, ordersauthorizations, filings or notices as are set forth in Section 3.2(c) of the Disclosure Schedule and (v) such other consents, approvals, authorizations, registrationsdeclarations, declarations and filings or notices the failure of which to be obtained obtain or made would notmake which, individually or in the aggregate, (x) would not have a material adverse effect on Acq Corp, (y) impair, in any material respect, the ability of Acq Corp to perform its obligations under this Agreement or (z) prevent or significantly delay the consummation of the transactions contemplated by this Agreementan FNT Material Adverse Effect.

Authority; Noncontravention. Acq Corp Each of the Sellers and PMSI 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 Acq Corp each of the Sellers and PMSI and the consummation by Acq Corp each of the Sellers and PMSI of the transactions contemplated by this Agreement hereby have been duly authorized by all necessary corporate action on the part of Acq Corp. each of them. This Agreement has been duly executed and delivered by Acq Corp andeach of the Sellers and PMSI and (assuming due authorization, assuming this Agreement constitutes execution and delivery by the valid and binding obligation of Target, Acquiror) constitutes a valid and binding obligation of Acq Corpeach of them, enforceable against Acq Corp each of the Sellers and PMSI in accordance with its 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 Except as set forth in Section 3.1(e) of the PMSI Disclosure Schedule, the execution and delivery of this Agreement do does not, and the consummation by each of the Sellers and PMSI of the transactions contemplated by this Agreement and compliance by the each of the Sellers and PMSI with the provisions hereof will not, conflict with, or result in any breach or violation of, or any default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of of, or a "put" right with respect to any obligation under, or to a loss of a material benefit under, or result in the creation of any Lien upon any of the properties or assets of Acq Corp under, (i) the articles certificate of incorporation or by-laws or the comparable charter or organizational documents of Acq CorpPMSI or any of PMSI's subsidiaries (including, without limitation, any of the Transferred Subsidiaries and any of the Belgian Subsidiaries), (ii) subject to the governmental filings and other matters referred to in the following sentence, any loan or credit agreement, note, note purchase agreement, bond, mortgage, indenture, lease or any other contract, agreement, instrument, permit, concession, franchise or license applicable to Acq Corp which PMSI or any of its subsidiaries (including, without limitation, any of the Transferred Subsidiaries and any of the Belgian Subsidiaries) is a party or by which PMSI or any of its subsidiaries (including, without limitation, any of the Transferred Subsidiaries and any of the Belgian Subsidiaries) or any of their respective properties or 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 or regulation applicable to Acq Corp or its properties or assets, other than, in the case of clauses (ii) or (iii), any such conflicts, violations, defaults, rights or Liens that individually or in the aggregate would not (x) have a material adverse effect on Acq Corp, (y) impair in any material respect the ability of Acq Corp to perform its obligations under this Agreement or (z) prevent or impede 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 Governmental Entity is required by Acq Corp in connection with the execution and delivery of this Agreement or the consummation by Acq Corp 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 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 of Merger with the Nevada Secretary of State and appropriate documents with the relevant authorities of other states in which Target is qualified to do business, (iv) any approvals, licenses, authorizations, orders, registrations, findings of suitability and filings of notices with Gaming Authorities under Gaming Laws, (v) such filings as may be required by an applicable state securities or "blue sky" laws, (vi) in connection with any state or local tax which is attributable in respect of the beneficial ownership of real property of Target or its Subsidiaries, (vii) such immaterial filings and immaterial consents as may be required under any environmental, health or safety law or regulation pertaining to any notification, disclosure or required approval triggered by the Merger or the transactions contemplated by this Agreement, (viii) such immaterial filings, consents, approvals, orders, registrations and declarations as may be required under the laws of any foreign country in which the Acq Corp or any of its Subsidiaries or Target or any of its Subsidiaries conducts any business or owns any assets, and (ix) such other consents, approvals, orders, authorizations, registrations, declarations and filings the failure of which to be obtained or made would not, individually or in the aggregate, (x) have a material adverse effect on Acq Corp, (y) impair, in any material respect, the ability of Acq Corp to perform its obligations under this Agreement or (z) prevent or significantly delay the consummation of the transactions contemplated by this Agreement.,

Authority; Noncontravention. Acq Corp has TSAT and the TSAT Sub each have the ---------------------------- requisite corporate power and authority to enter into this Agreement their respective Relevant Agreements and, subject to approval and adoption of the Roll-up Plan by the holders of 66-2/3% of the total voting power of the outstanding shares of TSAT A Stock and TSAT B Stock, voting together as a class (the "TSAT Stockholder Approval"), to consummate the transactions contemplated -------------------------- by this Agreementeach of its Relevant Agreements. The execution and delivery by TSAT and the TSAT Sub of this Agreement by Acq Corp their respective Relevant Agreements and the consummation by Acq Corp TSAT and the TSAT Sub of the transactions contemplated by this Agreement Restructuring Transaction, the TSAT Merger and the Tempo Sale have been duly authorized by all necessary corporate action on the part of Acq Corp. This TSAT and the TSAT Sub, subject to the TSAT Stockholder Approval. Each Relevant Agreement of TSAT and the TSAT Sub has been (or upon execution will be) duly executed and delivered by Acq Corp and, assuming this Agreement TSAT and/or the TSAT Sub and constitutes the valid and binding obligation of Target, constitutes (or upon execution will constitute) a valid and binding obligation of Acq CorpTSAT and/or the TSAT Sub, enforceable against Acq Corp TSAT and/or the TSAT Sub in accordance with its their respective terms. The execution and delivery of this each Relevant Agreement do of TSAT and the TSAT Sub does not, and the consummation of the transactions contemplated by this Agreement Restructuring Transaction, the TSAT Merger and the Tempo Sale, and compliance with the provisions of such Relevant Agreements will not, conflict with, or result in any 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 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 Acq Corp TSAT or any of its subsidiaries under, (i) the articles certificate of incorporation or by-laws of Acq CorpTSAT or the comparable charter or organizational documents of any of its subsidiaries, (ii) subject to the governmental filings and other matters referred to in the following sentenceexcept as disclosed on Schedule 5.01(e), any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise or license applicable to Acq Corp TSAT or any of its 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 or regulation applicable to Acq Corp TSAT or any of its subsidiaries or their respective properties or assets, other than, in the case of clauses clause (ii) or (iii), any such conflicts, violations, defaults, rights or Liens that individually or in the aggregate would not (x) have a material adverse effect Material Adverse Effect on Acq Corp, (y) impair in any material respect the ability of Acq Corp to perform its obligations under this Agreement or (z) prevent or impede the consummation of any of the transactions contemplated by this AgreementTSAT. No consent, approval, order or authorization of, or registration, declaration or filing with, any Federal, state or local government or any court, administrative agency or commission or other governmental authority or agency, domestic or foreign, including, without limitation, the European Community (a "Governmental Entity Entity"), is required by Acq Corp or with respect to TSAT ------------------- or any of its subsidiaries in connection with (I) the execution and delivery of this any Relevant Agreement of TSAT or the TSAT Sub or (II) the consummation by Acq Corp of any TSAT or the TSAT Sub of the transactions contemplated by this AgreementRestructuring Transaction, except for (i) the filing of a premerger notification and report form by TSAT under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976 (together with the rules and regulations promulgated thereunder, the "HSR --- Act"), (ii) 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, (iii) the filing applicable approvals of the Articles of Merger with the Nevada Secretary of State and appropriate documents with the relevant authorities of other states in which Target is qualified to do business, Federal Communications Commission --- (iv) any approvals, licenses, authorizations, orders, registrations, findings of suitability and filings of notices with Gaming Authorities under Gaming Laws, (v) such filings as may be required by an applicable state securities or "blue sky" laws, (vi) in connection with any state or local tax which is attributable in respect of the beneficial ownership of real property of Target or its Subsidiaries, (vii) such immaterial filings and immaterial consents as may be required under any environmental, health or safety law or regulation pertaining to any notification, disclosure or required approval triggered by the Merger or the transactions contemplated by this Agreement, (viii) such immaterial filings, consents, approvals, orders, registrations and declarations as may be required under the laws of any foreign country in which the Acq Corp or any of its Subsidiaries or Target or any of its Subsidiaries conducts any business or owns any assets, and (ix) such other consents, approvals, orders, authorizations, registrations, declarations and filings the failure of which to be obtained or made would not, individually or in the aggregate, (x) have a material adverse effect on Acq Corp, (y) impair, in any material respect, the ability of Acq Corp to perform its obligations under this Agreement or (z) prevent or significantly delay the consummation of the transactions contemplated by this Agreement.the

Authority; Noncontravention. Acq Corp Each of the Companies has the requisite corporate power and authority to enter into this Agreement and to consummate the transactions contemplated by this AgreementAgreement to be consummated by it. The execution and delivery of this Agreement by Acq Corp each of the Companies and the consummation by Acq Corp each of the Companies of the transactions contemplated by this Agreement to be consummated by it have been duly authorized by all necessary corporate action on the part of Acq Corp. each of the Companies. This Agreement has been duly executed and delivered by Acq Corp and, assuming this Agreement constitutes each of the valid Companies and binding obligation of Target, the Shareholders and constitutes a valid and binding obligation of Acq Corpeach of the Companies and each of the Shareholders, enforceable against Acq Corp each of the Companies and each of the Shareholders in accordance with its terms. The Except as set forth on Schedule 3.1(d), 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 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 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 Acq Corp the Companies and the Subsidiaries (collectively, the "Lxxxxxx Entities") under, any provision of (i) the articles Articles of incorporation Incorporation or byBy-laws (or comparable organizational documents) of Acq Corp, the Lxxxxxx Entities; (ii) subject to the governmental filings and other matters referred to in the following sentence, any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise or license applicable to Acq Corp each Lxxxxxx Entity 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, (A) statute, law, ordinance, rule or regulation or (B) judgment, order or decree applicable to Acq Corp any Lxxxxxx Entity or its their respective properties or assets, other than, in the case of clauses (ii) or (iii), any such conflicts, violations, defaults, rights or Liens that individually or in the aggregate would not (x) have a material adverse effect on Acq Corp, (y) impair in any material respect the ability of Acq Corp to perform its obligations under this Agreement or (z) prevent or impede the consummation of any of the transactions contemplated by this Agreement. No consent, approval, approval order or authorization of, or registration, declaration or filing with, any Federal, state or local government or any court, tribunal, administrative agency or commission or other governmental authority or agency, domestic or foreign (a "Governmental Entity Entity"), is required by Acq Corp or with respect to any Lxxxxxx Entity in connection with the execution and delivery of this Agreement by the Companies or the consummation by Acq Corp of any the Companies of the transactions contemplated by this AgreementAgreement to be consummated by it, except for (i) the filing of a premerger notification and report form by the Companies under the Hxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act"), and such foreign antitrust filings as may be applicable, (ii) to effectuate 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 AgreementMergers, (iii) the filing of the Articles of Merger with the Nevada Secretary Florida Department of State, the Virginia Department of State and appropriate documents with the relevant authorities of other states in which Target is the Companies are qualified to do business, (iv) any approvals, licenses, authorizations, orders, registrations, findings of suitability and filings of notices with Gaming Authorities under Gaming Laws, (v) such filings as may be required by an applicable state securities or "blue sky" laws, (vi) in connection with any state or local tax which is attributable in respect of the beneficial ownership of real property of Target or its Subsidiaries, (vii) such immaterial filings and immaterial consents as may be required under any environmental, health or safety law or regulation pertaining to any notification, disclosure or required approval triggered by the Merger or the transactions contemplated by this Agreement, (viii) such immaterial filings, consents, approvals, orders, registrations and declarations as may be required under the laws of any foreign country in which the Acq Corp or any of its Subsidiaries or Target or any of its Subsidiaries conducts any business or owns any assets, and (ixiii) such other consents, approvals, orders, authorizations, registrations, declarations and filings the failure of which to be obtained or made would not, individually or in the aggregate, (x) have a material adverse effect consents set forth on Acq Corp, (y) impair, in any material respect, the ability of Acq Corp to perform its obligations under this Agreement or (z) prevent or significantly delay the consummation of the transactions contemplated by this AgreementSchedule 3.1(d).

Authority; Noncontravention. Acq Corp Cafesa has the 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 Acq Corp Cafesa and the Selling Shareholders and the consummation by Acq Corp Cafesa and the Selling Shareholders of the transactions contemplated by this Agreement have been duly authorized by all necessary corporate action on the part of Acq Corp. Cafesa, subject, in the case of the Acquisition, to the Cafesa Stockholder Approval (approval of the common shareholders of Cafesa as required by Cafesa’s Articles of Incorporation and by applicable Florida law). This Agreement has been duly executed and delivered by Acq Corp Cafesa and the Selling Shareholders and, assuming this Agreement the due authorization, execution and delivery by JKDG constitutes the only legal, valid and binding obligation of Target, constitutes a valid and binding obligation of Acq CorpCafesa, enforceable against Acq Corp Cafesa 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 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 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 Acq Corp Assets to be transferred by Cafesa under, (i) the articles certificate of incorporation or by-laws bylaws of Acq CorpCafesa, (ii) subject to the governmental filings and other matters referred to in the following sentence, any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise license or license similar authorization applicable to Acq Corp Cafesa or (iii) subject to the governmental filings and other matters referred to in the following sentence, any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Acq Corp or its properties or assets, other thanCAfesa, in the case of clauses (ii) or and (iii), any such conflicts, violations, defaults, rights rights, losses or Liens that individually or in the aggregate would not (x) have a material adverse effect on Acq Corp, Cafesa or (y) reasonably be expected to impair in any material respect the ability of Acq Corp Cafesa to perform its obligations under this Agreement or (z) prevent or impede the consummation of any of the transactions contemplated by this Agreement. No consent, approval, order or authorization of, action by or in respect of, or registration, declaration or filing with, any federal, state, local or foreign 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 Acq Corp or with respect to Cafesa in connection with the execution and delivery of this Agreement by Cafesa or the consummation by Acq Corp of any Cafesa of the transactions contemplated by this Agreement, except for (i1) the filing of a premerger notification and report form under the HSR Act, (ii) 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, (iii) the filing of the Articles of Merger with the Nevada Secretary of State and appropriate documents with the relevant authorities of other states in which Target Cafes is qualified to do businessbusiness and such filings with Governmental Entities to satisfy the applicable requirements for the transfer or assignment of patents, service marks, trade names, copy rights or similar rights; and (iv) any approvals, licenses, authorizations, orders, registrations, findings of suitability and filings of notices with Gaming Authorities under Gaming Laws, (v2) such filings as may be required by an applicable state securities or "blue sky" laws, (vi) in connection with any state or local tax which is attributable in respect of the beneficial ownership of real property of Target or its Subsidiaries, (vii) such immaterial filings and immaterial consents as may be required under any environmental, health or safety law or regulation pertaining to any notification, disclosure or required approval triggered by the Merger or the transactions contemplated by this Agreement, (viii) such immaterial filings, consents, approvals, orders, registrations and declarations as may be required under the laws of any foreign country in which the Acq Corp orders or any of its Subsidiaries or Target or any of its Subsidiaries conducts any business or owns any assets, and (ix) such other consents, approvals, orders, authorizations, registrations, declarations and filings authorizations the failure of which to be made or obtained or made would not, individually or in the aggregate, aggregate would not (x) have a material adverse effect on Acq Corp, Cafesa or (y) impair, in any material respect, reasonably be expected to impair the ability of Acq Corp Cafesa to perform its obligations under this Agreement Agreement. To the knowledge of Cafesa or the Selling Shareholders neither Cafesa nor the Selling Shareholders, are in material violation of, or in material default under, (i) any term or provision of its Certificate of Incorporation or bylaws; or (zii) prevent any existing applicable law, rule, regulation, judgment, order or significantly delay decree of any governmental agency or court, domestic or foreign, having jurisdiction over it or any of its properties or business. Cafesa 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 consummation of the transactions contemplated by this Agreementcase 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, approvals, consents and other authorizations are outstanding and in good standing and there are no existing actions, seeking to cancel, terminate or limit such licenses, permits, certifications, registrations, approvals or consents or authorizations.

Authority; Noncontravention. Acq Corp (a) VA has the all requisite corporate power and authority to enter into this Agreement and Other Agreements to which it is a party and, subject to receipt of the VA Shareholder Approval, to consummate the transactions contemplated by this AgreementAgreement and the Other Agreements to which it is a party. The execution and delivery of this Agreement and the Other Agreements to which it is a party by Acq Corp VA and the consummation by Acq Corp of the transactions contemplated by this Agreement and the Other Agreements to which it is a party have been duly authorized by all necessary corporate action on the part of Acq Corp. VA, subject to receipt of the VA Shareholder Approval in the case of this Agreement. This Agreement has and the Other Agreements to which it is a party have been duly executed and delivered by Acq Corp VA and, assuming this Agreement constitutes the valid due execution and binding obligation delivery of Targeteach such agreement by the counterparties thereto, each such agreement constitutes a valid and binding obligation of Acq CorpVA as to VA's obligations therein, enforceable against Acq Corp VA in accordance with its terms. The execution and delivery of this Agreement and the Other Agreements to which it is a party do not, and the consummation of the transactions contemplated by this Agreement, the Other Agreements to which it is a party and compliance with the provisions of this Agreement and the Other Agreements to which it is a party by VA will not, conflict with, or result in any 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 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 Acq Corp VA or any of its Subsidiaries under, (iA) the articles of incorporation (or by-laws other organizational documents) and bylaws of Acq CorpVA, in each case as amended to the date hereof or the comparable charter or organizational documents and bylaws of any of VA's Subsidiaries, (iiB) subject to except as set forth in Section 4.4 of the governmental filings and other matters referred to in the following sentenceVA Disclosure Letter, any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise or license applicable to Acq Corp VA or any of its Subsidiaries or their respective properties or assets or (iiiC) subject to the governmental filings and other matters referred to in the following sentence, any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Acq Corp VA or any of its Subsidiaries or their respective properties or assets, other than, in the case of clauses (iiB) or and (iiiC), any such conflicts, violations, defaults, rights obligations, losses, rights, liens, judgments, orders, decrees, statutes, laws, ordinances, rules or Liens that regulations that, individually or in the aggregate would aggregate, are not (x) reasonably likely to have a material adverse effect Material Adverse Effect on Acq Corp, (y) impair in any material respect the ability of Acq Corp to perform its obligations under this Agreement or (z) prevent or impede the consummation of any of the transactions contemplated by this AgreementVA. No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity federal, state or local government or any court, administrative agency or commission or other governmental authority or agency, domestic or foreign, is required by Acq Corp or with respect to VA or any of its Subsidiaries in connection with the execution and delivery of this Agreement and the Other Agreements to which it is a party by VA or the consummation by Acq Corp VA of any of the transactions contemplated by this AgreementAgreement and the Other Agreements to which it is a party, except for (iA) the filing of a premerger notification and report form by VA under the HSR Act, ; (iiB) the filing with the SEC of (1) the Form S-4, (2) the Proxy Statement/Prospectus relating to the VA Shareholders Meeting and (3) such reports under the Exchange Act Act, as may be required in connection with this Agreement Agreement, the Other Agreements to which it is a party and the transactions contemplated by this Agreement, hereby and thereby; (iiiC) the filing of the Articles of Merger with the Nevada Secretary of State and appropriate documents with the relevant authorities of other states and jurisdictions in which Target VA is qualified to do business, (iv) any approvals, licenses, authorizations, orders, registrations, findings of suitability business and filings of notices with Gaming Authorities under Gaming Laws, (v) such filings as may be required by an with Governmental or Regulatory Authorities to satisfy the applicable requirements of state securities or "blue sky" laws, ; (viD) such filings with and approvals of the NYSE to permit the MINT Common Shares that are to be issued in connection with any state or local tax which is attributable the Merger to be listed on the NYSE; (E) filings in respect of, and approvals and authorizations of, and, as applicable, the expiration of applicable waiting periods of, the respective Commissioners of Insurance of the beneficial ownership states of real property of Target or its SubsidiariesCalifornia, Delaware, Illinois, New Jersey and Virginia (viithe "VA Designated Insurance Approvals"); and (F) such immaterial filings and immaterial consents as may be required under any environmental, health or safety law or regulation pertaining to any notification, disclosure or required approval triggered by the Merger or the transactions contemplated by this Agreement, (viii) such immaterial filings, consents, approvals, orders, registrations and declarations as may be required under the laws of any foreign country in which the Acq Corp orders or any of its Subsidiaries or Target or any of its Subsidiaries conducts any business or owns any assets, and (ix) such other consents, approvals, orders, authorizations, registrations, declarations and filings authorizations the failure of which to be obtained made or made would notobtained, individually or in the aggregate, (x) is not reasonably likely to have a material adverse effect Material Adverse Effect on Acq Corp, (y) impair, in any material respect, the ability of Acq Corp to perform its obligations under this Agreement or (z) prevent or significantly delay the consummation of the transactions contemplated by this AgreementVA.

Authority; Noncontravention. Acq Corp Topna has the all requisite corporate power and authority to enter into each of the Arrangement Agreements and, subject to the approvals contemplated in the Arrangement Orders or this Agreement and Agreement, to consummate the transactions contemplated by this Agreementthereby. The execution and delivery of this Agreement each of the Arrangement Agreements by Acq Corp Topna and the consummation by Acq Corp Topna of the transactions contemplated by this Agreement thereby have been duly authorized by all necessary corporate action on the part of Acq Corp. This Agreement has Topna, subject, in the case of the adoption of this Agreement, to the Topna Shareholder Approval. The Arrangement Agreements have been duly executed and delivered by Acq Corp andTopna and constitute legal, assuming this Agreement constitutes the valid and binding obligation obligations of Target, constitutes a valid and binding obligation of Acq CorpTopna, enforceable against Acq Corp Topna in accordance with its their terms. The execution and delivery of this Agreement the Arrangement Agreements do not, and the consummation of the transactions contemplated by this Agreement thereby and compliance with the provisions thereof will not, result in the creation of any Lien upon any of the properties or assets of any Topna Company, except such Liens as could not, individually or in the aggregate, reasonably be expected to have a Topna Material Adverse Effect, or conflict with, or result in any 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 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 Acq Corp under, (i) the articles of incorporation or by-laws bylaws (or the comparable organizational documents) of Acq Corpany Topna Company, (ii) subject to the governmental filings and other matters referred to in the following sentence, any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise or license to which any Topna Company is a party or which is applicable to Acq Corp any Topna Company or its properties or assets, or (iii) subject to the governmental filings and other matters referred to in the following sentence, any judgment, order, decree, order or decree ("Order") or statute, law, ordinance, rule rule, regulation or regulation other law (including without limitation the common law) ("Law") applicable to Acq Corp any Topna Company or its properties or assets, other than, in the case of clauses (ii) or and (iii), any such conflicts, violations, defaults, rights or Liens that losses that, individually or in the aggregate would aggregate, could not (x) reasonably be expected to have a material adverse effect on Acq Corp, (y) impair in any material respect the ability of Acq Corp to perform its obligations under this Agreement or (z) prevent or impede the consummation of any of the transactions contemplated by this AgreementTopna Material Adverse Effect. No consent, approval, order Order or authorization of, or registration, declaration or filing with, any United States, Canadian, federal, provincial, state, local or foreign government or any court, administrative or regulatory agency or commission or other governmental authority or agency (a "Governmental Entity Entity") is required by Acq Corp or with respect to any Topna Company in connection with the execution and delivery of this Agreement any of the Arrangement Agreements by Topna or the consummation by Acq Corp of any Topna of the transactions contemplated by this Agreementthereby, except for (iA) the filing of a pursuant to applicable premerger notification and report form waiting period requirements under the Hart-Scott-Rodino Antitruxx Xxxxxxxxxxxx Xct of 1976, as amended (the "HSR Act, "); (iiB) the filing with the SEC of such reports pursuant to applicable requirements under the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (the "Exchange Act"), as may be required in connection with this Agreement the Arrangement Agreements and the transactions contemplated by this Agreement, thereby; (iiiC) the filing filings of the Articles of Merger with the Nevada Secretary of State and appropriate documents with the relevant authorities of other states in which Target is qualified to do business, (iv) any approvals, licenses, authorizations, orders, registrations, findings of suitability and filings of notices with Gaming Authorities under Gaming Laws, (v) such filings as may be Arrangement Documents required by an applicable state securities or "blue sky" laws, (vi) in connection with any state or local tax which is attributable in respect of the beneficial ownership of real property of Target or its Subsidiaries, (vii) such immaterial filings CBCA and immaterial consents as may be required under any environmental, health or safety law or regulation pertaining to any notification, disclosure or required approval triggered by the Merger or the transactions approvals contemplated by this AgreementSection 1.02; (D) required notices, (viii) such immaterial filings, consents and approvals under the Investment Canada Act and under the Competition Act (Canada); and (E) where the failure to obtain such consents, approvals, orders, registrations and declarations as may be required under the laws of any foreign country in which the Acq Corp or any of its Subsidiaries or Target or any of its Subsidiaries conducts any business or owns any assets, and (ix) such other consents, approvals, orders, authorizations, registrations, declarations and or filings the failure of which to be obtained or made would could not, individually or in the aggregate, (x) reasonably be expected to have a material adverse effect on Acq Corp, (y) impair, in any material respect, the ability of Acq Corp to perform its obligations under this Agreement or (z) prevent or significantly delay the consummation of the transactions contemplated by this AgreementTopna Material Adverse Effect.

Authority; Noncontravention. Acq Corp It has the all requisite corporate limited partnership power and authority to enter into this Agreement and and, subject to the approval of a Unit Majority, to consummate the transactions contemplated by this Agreement. The execution and delivery of this Agreement by Acq Corp it and the consummation by Acq Corp it of the transactions contemplated by this Agreement hereby have been duly authorized by all necessary corporate partnership action on its part, subject to the part approval of Acq Corp. a Unit Majority. This Agreement has been duly executed and delivered by Acq Corp it and, assuming this Agreement constitutes the valid and binding obligation agreement of Targeteach of the other parties hereto, constitutes a valid and binding obligation of Acq Corpit, enforceable against Acq Corp it in accordance with its terms, except to the extent enforceability may be limited by bankruptcy, insolvency, moratorium or other similar laws relating to or affecting creditors' rights and remedies generally. The execution and delivery by it of this Agreement do not, and the consummation by it of the transactions contemplated by this Agreement and compliance by it with the provisions hereof as of the Closing will not, conflict with, or result in any 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 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 Acq Corp under, (i) subject to the articles approval of incorporation a Unit Majority, conflict with any of the provisions of the Partnership Agreements or by-laws the Certificate of Acq CorpLimited Partnership of the MLP or the Certificate of Limited Partnership of the Operating Partnership, (ii) subject to the approval of the Note Majority and the governmental filings and other matters referred to in the following sentence, conflict with or require the consent of any loan or credit agreement, note, bond, mortgage, indenture, lease Person under any indenture or other agreement, instrument, permit, concession, franchise franchise, license or license applicable similar instrument or undertaking to Acq Corp which it or any of its Subsidiaries is a party or by which it or any of its Subsidiaries or any of their assets is bound, except as set forth in Schedule 4.01(b) attached hereto, or (iii) subject to the governmental filings and other matters referred to in the following sentence, contravene any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Acq Corp of any state or of the United States or any political subdivision or agency thereof or therein (collectively, "Laws"), or any order, writ, judgment, injunction, decree, determination or award (collectively, "Orders") currently in effect and binding on it or any of its properties Subsidiaries, the conflict, breach, default or assets, other thancontravention of which, in the case of clauses (ii) or and (iii)) above, any such conflicts, violations, defaults, rights or Liens that individually or in the aggregate aggregate, would not (x) have have, or is reasonably likely to have, a material adverse effect Material Adverse Effect on Acq Corp, (y) impair in any material respect the ability of Acq Corp to perform its obligations under this Agreement or (z) prevent or impede the consummation of any of the transactions contemplated by this AgreementMLP. No consent, approval, order approval or authorization of, or registration, declaration or filing with, or notice to, any governmental agency, regulatory authority or court (a "Governmental Entity Entity") that has not been received or made as of the date hereof is required by Acq Corp it or any of its Subsidiaries in connection with the execution and delivery by it of this Agreement or the consummation by Acq Corp of any it of the transactions contemplated by this Agreementhereby, except for (i) the filing of a premerger notification and report form under the HSR Act, (iiA) the filing with the SEC Securities and Exchange Commission (the "SEC") of such reports and statements under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), as may be required in connection with this Agreement and the transactions contemplated by this Agreement, (iiiB) the filing filings of any amendments to the Certificate of Limited Partnership of the Articles MLP and the Certificate of Merger with Limited Partnership of the Nevada Secretary of State and appropriate documents with Operating Partnership under the relevant authorities of other states in which Target is qualified to do business, (iv) any approvals, licenses, authorizations, orders, registrations, findings of suitability and filings of notices with Gaming Authorities under Gaming Laws, (v) such filings as may be required by an applicable state securities or "blue sky" laws, (vi) Delaware LP Act in connection with any state or local tax which is attributable in respect of the beneficial ownership of real property of Target or its Subsidiaries, (vii) such immaterial filings this Agreement and immaterial consents as may be required under any environmental, health or safety law or regulation pertaining to any notification, disclosure or required approval triggered by the Merger or the transactions contemplated by this Agreement, (viii) such immaterial filings, consents, approvals, orders, registrations and declarations as may be required under the laws of any foreign country in which the Acq Corp or any of its Subsidiaries or Target or any of its Subsidiaries conducts any business or owns any assets, and (ixC) such other consents, approvals, ordersauthorizations, filings or notices as are set forth in Schedule 4.01(b) attached hereto and (D) any filings, authorizations, registrations, declarations and filings consents or approvals the failure of which to be obtained make or made would notobtain which, individually or in the aggregate, (x) would not have a material adverse effect Material Adverse Effect on Acq Corp, (y) impair, in any material respect, the ability of Acq Corp to perform its obligations under this Agreement or (z) prevent or significantly delay the consummation of the transactions contemplated by this AgreementMLP.

Authority; Noncontravention. Acq Corp MVB has the all requisite corporate power and authority to enter into this Agreement and and, subject to receipt of MVB shareholder approval as provided in Section 5.1, to consummate the transactions contemplated by this Agreement. The execution and delivery of this Agreement by Acq Corp MVB and the consummation by Acq Corp MVB of the transactions contemplated by this Agreement have been duly authorized by all necessary corporate action on the part of Acq Corp. MVB, subject to MVB shareholder approval. This Agreement has been duly executed and delivered by Acq Corp MVB and, assuming this Agreement the due authorization, execution and delivery by each of the parties hereto, constitutes the a legal, valid and binding obligation of Target, constitutes a valid and binding obligation of Acq CorpMVB, enforceable against Acq Corp MVB 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 hereof will not, conflict with, or result in any 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 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 Acq Corp MVB under, : (i) the articles Charter or Bylaws of incorporation or by-laws of Acq Corp, MVB; (ii) subject to the governmental filings and other matters referred to in the following sentence, any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrumentMVB Material Contract, permit, concession, franchise franchise, license or license similar authorization applicable to Acq Corp MVB or its properties or assets; or (iii) subject to the governmental filings and other matters referred to in the following sentenceSection 4.4, any judgment, order, decree, statute, law, ordinance, rule or regulation of any Governmental Entity applicable to Acq Corp MVB or its properties or assets, other than, in the case of clauses (ii) or and (iii), any such conflicts, violations, defaults, rights rights, losses or Liens that individually or in the aggregate would are not reasonably likely to (x) have a material adverse effect Material Adverse Effect on Acq CorpMVB, (y) materially impair in any material respect the ability of Acq Corp MVB to perform its obligations under this Agreement Agreement, or (z) prevent or impede 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 Governmental Entity is required by Acq Corp in connection with the execution and delivery of this Agreement or the consummation by Acq Corp 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 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 of Merger with the Nevada Secretary of State and appropriate documents with the relevant authorities of other states in which Target is qualified to do business, (iv) any approvals, licenses, authorizations, orders, registrations, findings of suitability and filings of notices with Gaming Authorities under Gaming Laws, (v) such filings as may be required by an applicable state securities or "blue sky" laws, (vi) in connection with any state or local tax which is attributable in respect of the beneficial ownership of real property of Target or its Subsidiaries, (vii) such immaterial filings and immaterial consents as may be required under any environmental, health or safety law or regulation pertaining to any notification, disclosure or required approval triggered by the Merger or the transactions contemplated by this Agreement, (viii) such immaterial filings, consents, approvals, orders, registrations and declarations as may be required under the laws of any foreign country in which the Acq Corp or any of its Subsidiaries or Target or any of its Subsidiaries conducts any business or owns any assets, and (ix) such other consents, approvals, orders, authorizations, registrations, declarations and filings the failure of which to be obtained or made would not, individually or in the aggregate, (x) have a material adverse effect on Acq Corp, (y) impair, in any material respect, the ability of Acq Corp to perform its obligations under this Agreement or (z) prevent or significantly delay the consummation of the transactions contemplated by this Agreement.

Authority; Noncontravention. Acq Corp The Investor has the requisite corporate all necessary power and authority to enter into execute and deliver this Agreement and the other Transaction Documents, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated by this AgreementTransactions. The execution execution, delivery and delivery performance by the Investor of this Agreement by Acq Corp and the other Transaction Documents and the consummation by Acq Corp the Investor of the transactions contemplated by this Agreement Transactions have been duly authorized and approved by all necessary corporate action on the part of Acq Corp. the Investor, and no further action, approval or authorization by any of its stockholders, partners, members or other equity owners, as the case may be, is necessary to authorize the execution, delivery and performance by the Investor of this Agreement and the other Transaction Documents and the consummation by the Investor of the Transactions. This Agreement has been and at the Closing, the other Transaction Documents will be, duly executed and delivered by Acq Corp the Investor and, assuming this Agreement due authorization, execution and delivery hereof or thereof, as applicable, by the Company and the other parties hereto or thereto, constitutes (or in the case of the other Transaction Documents, at the Closing will constitute) a legal, valid and binding obligation of Target, constitutes a valid and binding obligation of Acq Corpthe Investor, enforceable against Acq Corp it in accordance with its terms. The execution and delivery of this Agreement do not, and the consummation of the transactions contemplated by this Agreement will not, conflict with, or result in any 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 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 Acq Corp under, (i) the articles of incorporation or by-laws of Acq Corp, (ii) subject to the governmental filings and other matters referred to in the following sentence, any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise or license applicable to Acq Corp or (iii) subject to the governmental filings and other matters referred to in the following sentence, any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Acq Corp or its properties or assets, other than, in the case of clauses (ii) or (iii), any such conflicts, violations, defaults, rights or Liens that individually or in the aggregate would not (x) have a material adverse effect on Acq Corp, (y) impair in any material respect the ability of Acq Corp to perform its obligations under this Agreement or (z) prevent or impede the consummation of any of the transactions contemplated by this AgreementEnforceability Exceptions. No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity is required by Acq Corp in connection with Neither the execution and delivery of this Agreement or the other Transaction Documents by the Investor, nor the consummation of the Transactions by Acq Corp of the Investor, nor performance or compliance by the Investor with any of the transactions contemplated by this Agreementterms or provisions hereof or thereof, except for will (i) conflict with or violate any provision of the filing certificate or articles of a premerger notification and report form under incorporation, bylaws or other comparable charter or organizational documents of the HSR Act, Investor or (ii) assuming that the filing with authorizations, consents and approvals referred to in Section 4.03 are obtained prior to the SEC of such reports under the Exchange Act as may be required in connection with this Agreement Closing Date and the transactions contemplated by this Agreementfilings referred to in Section 4.03 are made and any waiting periods with respect to such filings have terminated or expired prior to the Closing Date, (iiix) violate any Law or Judgment applicable to the filing of the Articles of Merger with the Nevada Secretary of State and appropriate documents with the relevant authorities of other states in which Target is qualified to do business, (iv) any approvals, licenses, authorizations, orders, registrations, findings of suitability and filings of notices with Gaming Authorities under Gaming Laws, (v) such filings as may be required by an applicable state securities or "blue sky" laws, (vi) in connection with any state or local tax which is attributable in respect of the beneficial ownership of real property of Target or its Subsidiaries, (vii) such immaterial filings and immaterial consents as may be required under any environmental, health or safety law or regulation pertaining to any notification, disclosure or required approval triggered by the Merger or the transactions contemplated by this Agreement, (viii) such immaterial filings, consents, approvals, orders, registrations and declarations as may be required under the laws of any foreign country in which the Acq Corp Investor or any of its Subsidiaries or Target (y) violate or constitute a default (or constitute an event which, with notice or lapse of time or both, would violate or constitute a default) under any of the terms, conditions or provisions of any Contract to which the Investor or any of its Subsidiaries conducts is a party or accelerate the Investor’s or any business or owns of its Subsidiaries’, if applicable, obligations under any assetssuch Contract, and except, in the case of clause (ix) such other consentsii), approvals, orders, authorizations, registrations, declarations and filings the failure of which to be obtained or made as would not, individually or in the aggregate, (x) reasonably be expected to have a material adverse effect on Acq Corp, (y) impair, in any material respect, the ability of Acq Corp to perform its obligations under this Agreement or (z) prevent or significantly delay the consummation of the transactions contemplated by this Agreementan Investor Material Adverse Effect.

Authority; Noncontravention. Acq Corp Ascend has the all requisite corporate power and authority to enter into this Agreement and and, subject to the Ascend Stockholder Approval (as defined in Section 3.01(m)), to consummate the transactions contemplated by this Agreement. Ascend has all requisite corporate power and authority to enter into the Option Agreement and to consummate the transactions contemplated thereby. The execution and delivery of this Agreement and the Option Agreement by Acq Corp Ascend and the consummation by Acq Corp Ascend of the transactions contemplated by this Agreement and the Option Agreement have been duly authorized by all necessary corporate action on the part of Acq Corp. Ascend, subject, in the case of the Merger, to the Ascend Stockholder Approval. This Agreement has and the Option Agreement have been duly executed and delivered by Acq Corp Ascend and, assuming this Agreement constitutes the due authorization, execution and delivery by each of the other parties thereto, constitute legal, valid and binding obligation obligations of Target, constitutes a valid and binding obligation of Acq CorpAscend, enforceable against Acq Corp Ascend in accordance with its their terms. The execution and delivery of this Agreement and the Option Agreement do not, and the consummation of the transactions contemplated by this Agreement and the Option Agreement and compliance with the provisions of this Agreement and the Option Agreement will not, conflict with, or result in any 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 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 Acq Corp Ascend or any of its subsidiaries under, (i) the articles certificate of incorporation or by-laws of Acq CorpAscend or the comparable organizational documents of any of its subsidiaries, (ii) subject to the governmental filings and other matters referred to in the following sentence, 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 Acq Corp Ascend or any of its 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 or regulation applicable to Acq Corp Ascend or any of its subsidiaries or their respective properties or assets, other than, in the case of clauses (ii) or and (iii), any such conflicts, violations, defaults, rights rights, losses or Liens that individually or in the aggregate would are not (x) reasonably likely to have a material adverse effect on Acq Corp, Ascend or (y) reasonably likely to impair in any material respect the ability of Acq Corp Ascend to perform its obligations under this Agreement or (z) prevent or impede the consummation of any of the transactions contemplated by this Option Agreement. No consent, approval, order or authorization of, action by or in respect of, or registration, declaration or filing with, any federal, state, local or foreign government, any court, administrative, regulatory or other governmental agency, commission or authority or any non-governmental self-regulatory agency, commission or authority (each a "Governmental Entity Entity") is required by Acq Corp or with respect to Ascend or any of its subsidiaries in connection with the execution and delivery of this Agreement or the Option Agreement by Ascend or the consummation by Acq Corp of any Ascend of the transactions contemplated by this Agreement or the Option Agreement, except for (i1) the filing of a premerger notification and report form by Ascend under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act, ") and any applicable filings and approvals under similar foreign antitrust laws and regulations; (ii2) the filing with the SEC of (A) a proxy statement relating to the Ascend Stockholders Meeting (as defined in Section 5.01(b)) (such proxy statement, as amended or supplemented from time to time, the "Ascend 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, the Option Agreement and the transactions contemplated by this Agreement and the Option Agreement, ; (iii3) the filing of the Articles Certificate of Merger with the Nevada Delaware Secretary of State and appropriate documents with the relevant authorities of other states in which Target Ascend is qualified to do business, (iv) any approvals, licenses, authorizations, orders, registrations, findings of suitability business and filings of notices with Gaming Authorities under Gaming Laws, (v) such filings as may be required by an with Governmental Entities to satisfy the applicable requirements of state securities or "blue sky" laws, ; (vi) in connection with any state or local tax which is attributable in respect of the beneficial ownership of real property of Target or its Subsidiaries, (vii4) such immaterial filings with and immaterial consents as may approvals of The Nasdaq National Market ("Nasdaq") to permit the shares of Ascend Common Stock that are to be required under any environmental, health or safety law or regulation pertaining issued pursuant to any notification, disclosure or required approval triggered by the Merger or the transactions contemplated by this Agreement, Option Agreement to be listed on Nasdaq; and (viii5) such immaterial filings, consents, approvals, orders, registrations and declarations as may be required under the laws of any foreign country in which the Acq Corp orders or any of its Subsidiaries or Target or any of its Subsidiaries conducts any business or owns any assets, and (ix) such other consents, approvals, orders, authorizations, registrations, declarations and filings authorizations the failure of which to be made or obtained or made would not, individually or in the aggregate, (x) aggregate is not reasonably likely to have a material adverse effect on Acq Corp, (y) impair, in any material respect, the ability of Acq Corp to perform its obligations under this Agreement or (z) prevent or significantly delay the consummation of the transactions contemplated by this AgreementAscend.