Common use of Authority Relative to this Agreement; Non-Contravention Clause in Contracts

Authority Relative to this Agreement; Non-Contravention. CBCS has the requisite corporate power and authority to enter into this Agreement and to carry out its obligations hereunder. The execution and delivery of this Agreement by CBCS and the consummation by CBCS of the transactions contemplated hereby have been duly authorized by the Board of Directors of CBCS and, other than the approval of the Merger by holders of a majority of the CBCS Common Stock (the “Required CBCS Shareholder Vote”), no other corporate proceedings on the part of CBCS are necessary to authorize this Agreement, the Merger and such transactions. This Agreement has been duly executed and delivered by CBCS and constitutes a valid and binding obligation of CBCS, enforceable in accordance with its terms, subject to the Remedies Exception. Except as disclosed on Schedule 4.2(a), neither CBCS nor any Subsidiary is subject to, or obligated under, any provision of (i) its Charter or Bylaws, (ii) any agreement, arrangement or understanding, (iii) any license, franchise or permit or (iv) subject to obtaining the approvals referred to in the next sentence, any law, regulation, order, judgment or decree, which would be breached or violated, or in respect of which a right of termination or acceleration or any encumbrance on any of its assets would be created, by the execution, delivery or performance of this Agreement, or the consummation of the transactions contemplated hereby, other than any such breaches or violations which will not, individually or in the aggregate, have a Material Adverse Effect. Other than the Regulatory Approvals and the filing of a certificate of merger with the Secretary of State of Delaware and the articles of merger with the WDFI, no Governmental Authorization is necessary on the part of CBCS or any Subsidiary for the consummation by CBCS of the transactions contemplated by this Agreement, except for such Governmental Authorizations as to which the failure to obtain or make would not, individually or in the aggregate, have a Material Adverse Effect.

Authority Relative to this Agreement; Non-Contravention. CBCS The Company has the requisite corporate power and authority to enter into this Agreement and to carry out its obligations hereunder. The execution and delivery of this Agreement by CBCS the Company and the consummation by CBCS the Company of the transactions contemplated hereby have been duly authorized by the Board Company’s board of Directors of CBCS directors and, other than the except for approval of this Agreement and the Merger by holders of a majority the requisite vote of the CBCS Common Stock Company’s shareholders (the “Required CBCS Shareholder Company Stockholder Vote”), no other corporate proceedings on the part of CBCS the Company are necessary to authorize the execution and delivery of this Agreement, Agreement and the Merger and such transactionsconsummation of the transactions contemplated hereby. This Agreement has been duly executed and delivered by CBCS the Company and, assuming it is a valid and binding obligation of Equitex and Merger Sub, constitutes a valid and binding obligation of CBCS, the Company enforceable in accordance with its terms, subject to the Remedies Exceptionexcept as enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency and similar laws affecting creditors’ rights and remedies generally. Except as disclosed on set forth in Schedule 4.2(a)2.2, neither CBCS nor any Subsidiary the Company is not subject to, or obligated under, any provision of (ia) its Charter certificate of incorporation or Bylawsbylaws, (iib) any agreement, arrangement or understanding, (iiic) any license, franchise or permit or (ivd) subject to obtaining the approvals referred to in the next sentence, any law, regulation, order, judgment or decree, which would conflict with, be breached or violated, or in respect of which a right of termination or acceleration or any security interest, charge or encumbrance on any of its assets would be created, by the execution, delivery or performance of this Agreement, or the consummation of the transactions contemplated hereby, other than any such breaches conflicts, breaches, violations, rights of termination or violations which will notacceleration or security interests, individually charges or encumbrances which, in the aggregate, have could not reasonably be expected to result in a Material Adverse EffectEffect on the Company or the Surviving Company. Other than the Regulatory Approvals and Except for (i) approvals under applicable blue sky laws, (ii) the filing of a certificate the Certificate of merger Merger with the Secretary of State of Delaware Delaware, and the articles of merger with the WDFI(iii) such filings, authorizations or approvals as may be set forth in Schedule 2.2, no Governmental Authorization authorization, consent or approval of, or filing with, any public body, court or authority is necessary on the part of CBCS or any Subsidiary the Company for the consummation by CBCS the Company of the transactions contemplated by this Agreement, except for such Governmental Authorizations authorizations, consents, approvals and filings as to which the failure to obtain or make the same would not, individually or in the aggregate, reasonably be expected to have a Material Adverse EffectEffect on the Company or the Surviving Company or adversely affect the consummation of the transactions contemplated hereby.

Authority Relative to this Agreement; Non-Contravention. CBCS The Company has the requisite corporate power and authority to enter into this Agreement and Agreement, to carry out its obligations hereunderhereunder and, subject to obtaining shareholder approval, to consummate the transactions contemplated hereby. The execution execution, delivery and delivery performance of this Agreement by CBCS the Company and the consummation by CBCS the Company of the transactions contemplated hereby have been duly authorized by the Board of Directors of CBCS the Company (the "Company's Board") and, other than the except for approval of this Agreement and the Merger by the affirmative vote of the holders of a majority of the CBCS outstanding shares of Company Common Stock (the “Required CBCS Shareholder Vote”)Stock, no other corporate proceedings on the part of CBCS the Company are necessary to authorize this Agreement, the Merger Agreement and such transactions. This Agreement has been duly executed and delivered by CBCS the Company and constitutes a valid and binding obligation of CBCSthe Company, enforceable in accordance with its terms, subject to the Remedies Exception. Except as disclosed on Schedule 4.2(a), neither CBCS nor any Subsidiary The Company is not subject to, or obligated under, any provision of (ia) its Charter or Bylaws, (iib) any agreement, arrangement or understanding, (iiic) any license, franchise or permit or (ivd) subject to obtaining the approvals referred to in the next sentence, best of its knowledge any law, regulation, order, judgment or decree, which would be breached or violated, or in respect of which a right of termination or acceleration or any encumbrance on any assets of its assets the Company would be created, by the execution, delivery or performance of this Agreement, or the consummation of the transactions contemplated hereby, other than any such breaches or violations which will not, individually or in the aggregate, have a Material Adverse Effect. Other than in connection with obtaining the Regulatory Requisite Approvals and the filing of a certificate of merger proxy or information statement and Rule 13e-3 Transaction Statement (if applicable) with the Secretary Securities and Exchange Commission (the "SEC"), to the best of State of Delaware and the articles of merger with the WDFIits knowledge no authorization, no Governmental Authorization consent or approval of, or filing with, any public body, court or authority, or any other person, is necessary on the part of CBCS or any Subsidiary the Company for the consummation by CBCS the Company of the transactions contemplated by this Agreement, except for such Governmental Authorizations as to which the failure to obtain or make would not, individually or in the aggregate, have a Material Adverse Effect.

Authority Relative to this Agreement; Non-Contravention. CBCS (a) LB has the requisite corporate power and authority to enter into this Agreement the Transaction Documents and to carry out its obligations hereunder. The execution and delivery of this Agreement the Transaction Documents by CBCS LB and the consummation by CBCS LB of the transactions contemplated hereby thereby have been duly authorized by the Board of Directors of CBCS LB and, other than the approval of the Merger by holders shareholders of a majority of the CBCS Common Stock LB (the “Required CBCS LB Shareholder Vote”), no other corporate proceedings on the part of CBCS LB are necessary to authorize this Agreementthe Transaction Documents, the Merger and such transactionsthe transactions contemplated in this Agreement. This Agreement Each of the Transaction Documents has been duly executed and delivered by CBCS LB and constitutes a valid and binding obligation of CBCSLB, enforceable in accordance with its terms, subject to the Remedies Exception. Except as disclosed on Schedule 4.2(a), neither CBCS LB nor any Subsidiary LSB is subject to, or obligated under, any provision of (i) its respective Charter or Bylaws, (ii) any agreement, arrangement or understanding, (iii) any license, franchise or permit or (iv) subject to obtaining the approvals referred to in the next sentence, any law, regulation, order, judgment or decree, which would be breached or violated, or in respect of which a right of termination or acceleration or any encumbrance on any of its assets would be created, by the execution, delivery or performance of this Agreement, or the consummation of the transactions contemplated hereby, other than any such breaches or violations which will not, individually or in the aggregate, have a Material Adverse Effect. Other than material adverse effect on the Regulatory Approvals business, operations or financial condition of LB and the filing of LSB, taken as a certificate of merger with the Secretary of State of Delaware and the articles of merger with the WDFIwhole, no Governmental Authorization is necessary on the part of CBCS or any Subsidiary for the consummation by CBCS of the transactions contemplated by this Agreement, except for such Governmental Authorizations as to which the failure to obtain or make would not, individually or in the aggregate, have a Material Adverse Effecthereby.

Authority Relative to this Agreement; Non-Contravention. CBCS has (a) PUB and PIB each have the requisite corporate power and authority to enter into this Agreement, the Support Agreement, and the Escrow Agreement (the “Transaction Documents”) and to carry out its their respective obligations hereunder. The execution and delivery of this Agreement the Transaction Documents by CBCS PUB and PIB and the consummation by CBCS PUB and PIB of the transactions contemplated hereby thereby have been duly authorized by the Board of Directors of CBCS andPUB and PIB, other than the approval of the Merger by holders of a majority of the CBCS Common Stock (the “Required CBCS Shareholder Vote”), and no other corporate proceedings on the part of CBCS PUB or PIB are necessary to authorize this Agreementthe Transaction Documents, the Merger and such transactions. This Agreement has The Transaction Documents have been duly executed and delivered by CBCS PUB and constitutes a PIB and constitute valid and binding obligation of CBCSPUB and PIB, enforceable in accordance with its their terms, subject to the Remedies Exception. Except as disclosed on Schedule 4.2(a), neither CBCS Neither PUB nor any Subsidiary is PIB are subject to, or obligated under, any provision of (i) its Charter (as hereinafter defined) or Bylaws, (ii) any agreement, arrangement or understanding, (iii) any license, franchise or permit or (iv) subject to obtaining the approvals referred to in the next sentence, any law, regulation, order, judgment or decree, which would be breached or violated, or in respect of which a right of termination or acceleration or any encumbrance on any of its assets would be created, by the its execution, delivery or performance of this Agreement, Agreement or the consummation by it of the transactions contemplated hereby, other than any such breaches or violations which will not, individually or in the aggregate, have a Material Adverse Effect. Other than the Regulatory Approvals and the filing of a certificate of merger with the Secretary of State of Delaware and the articles of merger with the WDFI, no Governmental Authorization is necessary material adverse effect on the part business, operations or financial condition of CBCS PUB and PIB, taken as a whole, or any Subsidiary for the consummation by CBCS of the transactions contemplated by this Agreement, except for such Governmental Authorizations as to which the failure to obtain or make would not, individually or in the aggregate, have a Material Adverse Effecthereby.

Authority Relative to this Agreement; Non-Contravention. CBCS (a) PUB has the requisite corporate power and authority to enter into this Agreement, the Voting and Support Agreement, the Holdback Escrow Agreement, the Indemnification Escrow Agreement and the Shareholder Agreement (the “Transaction Documents”) and to carry out its obligations hereunder. The execution and delivery of this Agreement the Transaction Documents by CBCS PUB and the consummation by CBCS PUB of the transactions contemplated hereby thereby have been duly authorized by the Board of Directors of CBCS andPUB, other than the approval of the Merger by holders of a majority of the CBCS Common Stock (the “Required CBCS Shareholder Vote”), and no other corporate proceedings on the part of CBCS PUB are necessary to authorize this Agreementthe Transaction Documents, the Merger and such transactions. This Agreement has The Transaction Documents have been duly executed and delivered by CBCS PUB and constitutes a constitute valid and binding obligation of CBCSPUB, enforceable in accordance with its their terms, subject to the Remedies Exception. Except as disclosed on Schedule 4.2(a), neither CBCS nor any Subsidiary PUB is not subject to, or obligated under, any provision of (i) its Charter (as hereinafter defined) or Bylaws, (ii) any agreement, arrangement or understanding, (iii) any license, franchise or permit or (iv) subject to obtaining the approvals referred to in the next sentence, any law, regulation, order, judgment or decree, which would be breached or violated, or in respect of which a right of termination or acceleration or any encumbrance on any of its or BAF’s assets would be created, by the its execution, delivery or performance of this Agreement, Agreement or the consummation by it of the transactions contemplated hereby, other than any such breaches or violations which will not, individually or in the aggregate, have a Material Adverse Effect. Other than the Regulatory Approvals and the filing of a certificate of merger with the Secretary of State of Delaware and the articles of merger with the WDFI, no Governmental Authorization is necessary material adverse effect on the part business, operations or financial condition of CBCS PUB and its subsidiaries, taken as a whole, or any Subsidiary for the consummation by CBCS of the transactions contemplated by this Agreement, except for such Governmental Authorizations as to which the failure to obtain or make would not, individually or in the aggregate, have a Material Adverse Effecthereby.