Common use of Authorization, Etc Clause in Contracts

Authorization, Etc. (a) Seller hereby represents and warrants to Buyer that: (i) Seller has full corporate authority to execute and deliver this Option Agreement and, subject to Section 11(i), to consummate the transactions contemplated hereby; (ii) such execution, delivery and consummation have been authorized by the Board of Directors of Seller, and no other corporate proceedings are necessary therefor; (iii) this Option Agreement has been duly and validly executed and delivered and represents a valid and legally binding obligation of Seller, enforceable against Seller in accordance with its terms; and (iv) Seller has taken all necessary corporate action to authorize and reserve and, subject to Section 11(i), permit it to issue and, at all times from the date hereof through the date of the exercise in full or the expiration or termination of the Option, shall have reserved for issuance upon exercise of the Option, 424,470 shares of Seller Common Stock, all of which, upon issuance pursuant hereto, shall be duly authorized, validly issued, fully paid and nonassessable, and shall be delivered free and clear of all claims, liens, encumbrances, restrictions (other than federal and state securities restrictions) and security interests and not subject to any preemptive rights. (b) Buyer hereby represents and warrants to Seller that: (i) Buyer has full corporate authority to execute and deliver this Option Agreement and, subject to Section 11(i), to consummate the transactions contemplated hereby; (ii) such execution, delivery and consummation have been authorized by all requisite corporate action by Buyer, and no other corporate proceedings are necessary therefor; (iii) this Option Agreement has been duly and validly executed and delivered and represents a valid and legally binding obligation of Buyer, enforceable against Buyer in accordance with its terms; and (iv) any Seller Common Stock or other securities acquired by Buyer upon exercise of the Option will not be taken with a view to the public distribution thereof and will not be transferred or otherwise disposed of except in compliance with the Securities Act and applicable state law.

Authorization, Etc. (a) Seller hereby Each of the Shareholders severally represents and warrants to Buyer thatthe Parent, First Acquisition Corp. and Second Acquisition Corp. as follows: (ia) Seller Each of the Shareholders is the sole and exclusive record and beneficial owner of the Common Stock set forth opposite his or her name in Schedule 3.4 hereto, free and clear of any claims, liens, pledges, options, rights of first refusal or other encumbrances or restrictions of any nature whatsoever (other than restrictions on transfer imposed under applicable securities laws), and there are no agreements, arrangements or understandings to which such Shareholder is a party (other than this Agreement) involving the purchase, sale or other acquisition or disposition of the Common Stock owned by such Shareholder; (b) Each of the Shareholders shall (A) simultaneously with such Shareholder’s execution and delivery of this Agreement, execute and deliver to Parent an irrevocable proxy or written consent in which such Shareholder voted all Common Stock owned by such Shareholder in favor of the Mergers and the adoption of this Agreement by the Company, and (B) at the Effective Time, deliver or cause to be delivered to the Parent certificates representing all Common Stock owned by such Shareholder, each such certificate to be duly endorsed for transfer and free and clear of any claims, liens, pledges, options, rights of first refusal or other encumbrances or restrictions of any nature whatsoever (other than restrictions imposed under applicable securities laws); (c) Such Shareholder has full corporate all necessary legal capacity, right, power and authority to execute and deliver this Option Agreement and, subject to Section 11(i), and to consummate the transactions contemplated hereby; (ii) such execution, delivery and consummation have been authorized by the Board of Directors of Seller, and no other corporate proceedings are necessary therefor; (iii) this Option Agreement has been duly and validly executed and delivered and represents constitutes a valid and legally binding obligation of Seller, such Shareholder enforceable against Seller in accordance with its terms; and, except to the extent that enforceability may be limited by applicable bankruptcy, reorganization, insolvency, moratorium or other laws affecting the enforcement of creditors, rights generally and by general principles of equity, regardless of whether such enforceability is considered in a proceeding in law or in equity; (ivd) Seller has taken all necessary corporate action to authorize The execution and reserve and, subject to Section 11(i), permit it to issue and, at all times from delivery of this Agreement by each such Shareholder and the date hereof through the date consummation of the exercise in full transactions contemplated hereby will not (A) violate or conflict with any provision of any partnership agreement, operating agreement or other constitutional documents of each such Shareholder that is constituted as a general or limited partnership or limited liability company, (B) breach, violate or constitute an event of default (or an event which with the lapse of time or the expiration giving of notice or termination both would constitute an event of the Optiondefault) under, shall have reserved for issuance upon exercise of the Option, 424,470 shares of Seller Common Stock, all of which, upon issuance pursuant hereto, shall be duly authorized, validly issued, fully paid and nonassessable, and shall be delivered free and clear of all claims, liens, encumbrances, restrictions (other than federal and state securities restrictions) and security interests and not subject give rise to any preemptive rightsright of termination, cancellation, modification or acceleration under or require any consent or the giving of any notice under, any note, bond, indenture, mortgage, security agreement, lease, license, franchise, permit, agreement or other instrument or obligation to which such Shareholder is a party, or result in the creation of any lien, claim or encumbrance or other right of any third party of any kind whatsoever upon the properties or assets of such Shareholder pursuant to the terms of any such instrument or obligation, which breach, violation or event of default would have a material adverse effect on such Shareholder’s ability to perform such Shareholder’s obligations hereunder, or (C) violate or conflict with any law, statute, ordinance, code, rule, regulation, judgment, order, writ, injunction, decree or other instrument of any court or governmental or regulatory body, agency or authority applicable to such Shareholder or by which Common Stock held by such Shareholder may be bound. (be) Buyer hereby represents and warrants to Seller that: Each such Shareholder has not taken (i) Buyer has full corporate authority to execute and deliver this Option Agreement and, subject to Section 11(i), to consummate the transactions contemplated hereby; (ii) such execution, delivery and consummation have been authorized by all requisite corporate action by Buyer, and no other corporate proceedings are necessary therefor; (iii) this Option Agreement has been duly and validly executed and delivered and represents a valid and legally binding obligation of Buyer, enforceable against Buyer in accordance with its terms; and (iv) any Seller Common Stock or other securities acquired by Buyer upon exercise of the Option will not be taken with a view to the public distribution thereof and will not be transferred take) any action or otherwise disposed failed to take any action that would cause the Mergers to fail to qualify as a “reorganization” within the meaning of except Section 368(a) of the Code. (f) Effective upon the Closing, each such Shareholder voluntarily releases and discharges Parent, First Acquisition Corp. and Second Acquisition Corp., their respective affiliates, subsidiaries, predecessors, successors and assigns, and each of them, and the current and former officers, directors, stockholders, employees, and agents of each of the foregoing (any and all of which are referred to as the “Parent Releasees”), from all charges, complaints, claims, promises, agreements, causes of action, damages, and debts of any nature whatsoever, known or unknown, which such Shareholder has, claims to have, ever had, or ever claimed to have had against the Company, Parent, First Acquisition Corp., Second Acquisition Corp. or any other Parent Releasees, whether arising under federal or state law and whether as a Shareholder or employee of the Company or in compliance with any other capacity; provided, however, such release shall not apply to any breach of this Agreement by any Parent Releasees or to any matter that arises after the Securities Act and applicable state lawClosing Date.

Authorization, Etc. (a) Seller Bancorp hereby represents and warrants to Buyer Commercial that: (i) Seller Bancorp has full corporate authority to execute and deliver this Option Agreement and, subject to Section 11(i), to consummate the transactions contemplated hereby; (ii) such execution, delivery and consummation have been authorized by the Board of Directors of SellerBancorp, and no other corporate proceedings are necessary therefor; (iii) this Option Agreement has been duly and validly executed and delivered and represents a valid and legally binding obligation of SellerBancorp, enforceable against Seller Bancorp in accordance with its terms; and (iv) Seller Bancorp has taken all necessary corporate action to authorize and reserve and, subject to Section 11(i), permit it to issue and, at all times from the date hereof through the date of the exercise in full or the expiration or termination of the Option, shall have reserved for issuance upon exercise of the Option, 424,470 3,348,533 shares of Seller Bancorp Common Stock, all of which, upon issuance pursuant hereto, shall be duly authorized, validly issued, fully paid and nonassessable, and shall be delivered free and clear of all claims, liens, encumbrances, restrictions (other than federal and state securities restrictions) and security interests and not subject to any preemptive rights. (b) Buyer Commercial hereby represents and warrants to Seller Bancorp that: (i) Buyer Commercial has full corporate authority to execute and deliver this Option Agreement and, subject to Section 11(i), to consummate the transactions contemplated hereby; (ii) such execution, delivery and consummation have been authorized by all requisite corporate action by BuyerCommercial, and no other corporate proceedings are necessary therefor; (iii) this Option Agreement has been duly and validly executed and delivered and represents a valid and legally binding obligation of BuyerCommercial, enforceable against Buyer Commercial in accordance with its terms; and (iv) any Seller Bancorp Common Stock or other securities acquired by Buyer Commercial upon exercise of the Option will not be taken with a view to the public distribution thereof and will not be transferred or otherwise disposed of except in compliance with the Securities Act and applicable state lawAct.

Authorization, Etc. (a) Seller Buyer hereby represents and warrants to Buyer Seller that: (i) Seller Buyer has full corporate authority to execute and deliver this Option Agreement and, subject to Section 11(i), to consummate the transactions contemplated hereby; (ii) such execution, delivery and consummation have been authorized by the Board of Directors of SellerDirectors, and no other corporate proceedings actions are necessary therefor; (iii) this Option Agreement has been duly and validly executed and delivered and represents a valid and legally binding obligation of SellerBuyer, enforceable against Seller Buyer in accordance with its terms; and (iv) Seller Buyer has taken all necessary corporate action to authorize and reserve and, subject to Section 11(i), permit it to issue and, at all times from the date hereof through the date of the exercise in full or the expiration or termination of the Option, shall have reserved for issuance upon exercise of the Option, 424,470 1,290,530 shares of Seller Buyer Common Stock, all of which, upon issuance pursuant hereto, shall be duly authorized, validly issued, fully paid and nonassessable, and shall be delivered free and clear of all claims, liens, encumbrances, restrictions (other than federal and state securities restrictions) and security interests and not subject to any preemptive rights. (b) Buyer Seller hereby represents and warrants to Seller Buyer that: (i) Buyer Seller has full corporate authority to execute and deliver this Option Agreement and, subject to Section 11(i), to consummate the transactions contemplated hereby; (ii) such execution, delivery and consummation have been authorized by all requisite corporate action by BuyerSeller, and no other corporate proceedings are necessary therefor; (iii) this Option Agreement has been duly and validly executed and delivered and represents a valid and legally binding obligation of BuyerSeller, enforceable against Buyer Seller in accordance with its terms; and (iv) any Seller Buyer Common Stock or other securities acquired by Buyer Seller upon exercise of the Option will not be taken with a view to the public distribution thereof and will not be transferred or otherwise disposed of except in compliance with the Securities Act and applicable state lawAct.

Authorization, Etc. (a) Seller hereby represents The Company has all necessary corporate power and warrants to Buyer that: (i) Seller has full corporate authority to execute and deliver this Option Agreement and, subject to Section 11(i), to consummate the transactions contemplated hereby; (ii) such execution, delivery and consummation have been authorized by the Board of Directors of Seller, and no other corporate proceedings are necessary therefor; (iii) this Option Agreement has been duly and validly executed and delivered and represents a valid and legally binding obligation of Seller, enforceable against Seller in accordance with its terms; and (iv) Seller has taken all necessary corporate action to authorize required for the due authorization, execution, delivery and reserve andperformance by the Company of this Agreement and the Investor Rights Agreement and any other agreements or instruments executed by the Company in connection herewith or therewith (collectively, subject to Section 11(ithe “Related Agreements”), permit it to issue and, at all times from and the date hereof through consummation by the date Company of the exercise transactions contemplated hereby and thereby, the filing of the Certificate of Designation with the Secretary of State of the State of Delaware and for the due authorization, issuance, sale and delivery of the Purchased Shares and the Warrants and the reservation, issuance and delivery of the Conversion Shares and the Warrant Shares. The authorization, execution, delivery and performance by the Company of this Agreement and the Related Agreements to which it is or will be a party, and the consummation by the Company of the transactions contemplated hereby and thereby, including the filing of the Certificate of Designation and the issuance of the Purchased Shares, the Conversion Shares and the Warrant Shares do not and will not: (a) violate or result in full the breach of any provision of the certificate of incorporation and bylaws of the Company; or (b) with such exceptions that, individually or in the aggregate, are not reasonably likely to have a Material Adverse Effect, whether after the giving of notice or the expiration lapse of time or both: (i) violate any provision of, constitute a breach of, or default under, or result in or permit the cancellation, termination or acceleration of any material judgment, order, writ, decree or contract required to be filed as an exhibit to one of the Option, shall have reserved for issuance upon SEC Documents; (ii) other than in connection with or in compliance with the provisions of the HSR Act in connection with any exercise of the OptionWarrants, 424,470 shares violate any provision of, constitute a breach of, or default under, any applicable state, federal or local law, rule or regulation; or (iii) result in the creation of Seller Common Stockany Lien upon any assets of the Company or any of its Subsidiaries or the suspension, all revocation, material impairment, forfeiture or nonrenewal of whichany franchise, upon issuance pursuant heretopermit, shall be duly authorizedlicense or other right granted by a governmental authority to the Company or any of its Subsidiaries, validly issued, fully paid and nonassessable, and shall be delivered free and clear of all claims, liens, encumbrances, restrictions (other than Liens under federal and or state securities restrictions) laws. The issuance of the Purchased Shares does not require any further corporate action and security interests and is not subject to any preemptive rights. (b) Buyer hereby represents and warrants right under the Company’s certificate of incorporation or any contract to Seller that: (i) Buyer which the Company is a party. This Agreement has full corporate authority to execute and deliver this Option Agreement and, subject to Section 11(i), to consummate the transactions contemplated hereby; (ii) such execution, delivery and consummation have been authorized by all requisite corporate action by Buyerbeen, and no other corporate proceedings are necessary therefor; (iii) this Option Agreement has been each of the Related Agreements to which the Company will, at the Closing be party will be, duly and validly executed and delivered by the Company. Assuming due execution and represents delivery thereof by each of the other parties thereto, this Agreement and the Related Agreements to which the Company is a party will each be a valid and legally binding obligation of Buyer, the Company enforceable against Buyer the Company in accordance with its terms; and (iv) any Seller Common Stock , except as such enforceability may be limited by applicable laws relating to bankruptcy, insolvency, reorganization, moratorium or other securities acquired by Buyer upon exercise similar legal requirement relating to or affecting creditors’ rights generally and except as such enforceability is subject to general principles of the Option will not be taken with equity (regardless of whether enforceability is considered in a view to the public distribution thereof and will not be transferred proceeding in equity or otherwise disposed of except in compliance with the Securities Act and applicable state at law).

Authorization, Etc. (a) Seller hereby represents and warrants to Buyer that: (i) Seller 3.2.1 Purchaser has full corporate power and authority to execute enter into this Agreement and deliver this Option Agreement and, subject the agreements contemplated hereby to Section 11(i), which Purchaser is a party and to consummate the transactions contemplated hereby; (ii) such hereby and thereby. The execution, delivery and consummation performance of this Agreement and all other agreements and transactions contemplated hereby have been duly authorized by the Board of Directors of SellerPurchaser, and no other corporate proceedings on their part are necessary therefor; (iii) to authorize this Option Agreement has been duly and validly executed the agreements contemplated hereby and delivered the transactions contemplated hereby and represents thereby. This Agreement and all other agreements contemplated hereby to be entered into by Purchaser each constitutes a legal, valid and legally binding obligation of Seller, Purchaser enforceable against Seller Purchaser in accordance with its terms; and, except as the same may be limited by applicable bankruptcy, insolvency, rehabilitation, moratorium or similar laws, now or hereafter in effect, of general application relating to or affecting creditors’ rights, including, without limitation, the effect of statutory or other laws regarding fraudulent conveyances and preferential transfers, and for the limitations imposed by general principles of equity. (iv) Seller has taken all necessary corporate action to authorize and reserve and, subject to Section 11(i), permit it to issue and, at all times from the date hereof through the date of the exercise 3.2.2 Except as set forth in full or the expiration or termination of the Option, shall have reserved for issuance upon exercise of the Option, 424,470 shares of Seller Common Stock, all of which, upon issuance pursuant Schedule 3.2.2 attached hereto, shall be duly authorized, validly issued, fully paid and nonassessable, and shall be delivered free and clear of all claims, liens, encumbrances, restrictions (other than federal and state securities restrictions) and security interests and not subject to any preemptive rights. (b) Buyer hereby represents and warrants to Seller that: (i) Buyer has full corporate authority to execute and deliver this Option Agreement and, subject to Section 11(i), to consummate the transactions contemplated hereby; (ii) such execution, delivery and consummation have been authorized performance by all requisite corporate action by BuyerPurchaser of this Agreement, and no all other corporate proceedings are necessary therefor; (iii) this Option Agreement has been duly agreements contemplated hereby, and validly executed the fulfillment of and delivered compliance with the respective terms hereof and represents a valid and legally binding obligation of Buyerthereof by Purchaser, enforceable against Buyer in accordance with its terms; and (iv) any Seller Common Stock or other securities acquired by Buyer upon exercise of the Option will do not be taken with a view to the public distribution thereof and will not be transferred (a) conflict with or otherwise disposed result in a breach of except the terms, conditions or provisions of, (b) constitute a default or event of default under (whether with or without due notice, the passage of time or both), (c) result in compliance a violation of, or (d) require any authorization, consent, approval, exemption or other action by, notice to, or filing with any third party or Authority pursuant to, the organizational documents or operating agreement of Purchaser or any applicable Regulation, Order or Contract to which Purchaser or its properties are subject. Purchaser has complied in all material respects with all applicable Regulations and Orders in connection with the Securities Act execution, delivery and applicable state lawperformance of this Agreement, the agreements contemplated hereby and the transactions contemplated hereby and thereby.

Authorization, Etc. (a) Seller Selling Stockholder hereby represents and warrants to Buyer that: (i) Seller Selling Stockholder has full corporate partnership authority to execute and deliver this Option Agreement and, subject to Section 11(i), to consummate the transactions contemplated hereby; (ii) such execution, delivery and consummation have been authorized by the Board of Directors of SellerGeneral Partner, and no other corporate partnership proceedings are necessary therefor; (iii) this Option Agreement has been duly and validly executed and delivered and represents a valid and legally binding obligation of SellerSelling Stockholder, enforceable against Seller Selling Stockholder in accordance with its terms; and and (iv) Seller Selling Stockholder has taken all necessary corporate partnership action to authorize and reserve and, subject to Section 11(i), permit it to issue and, at all times from the date hereof through the date of the exercise in full or the expiration or termination of the Option, shall have reserved for issuance upon exercise of the Option, 424,470 shares 1,196,107 BUCs of Seller Common StockSelling Stockholder, all of which, upon issuance pursuant hereto, shall be duly authorized, validly issued, fully paid and nonassessable, and shall be delivered free and clear of all claims, liens, encumbrances, restrictions (other than federal and state securities restrictions) and security interests and not subject to any preemptive rights. (b) Buyer hereby represents and warrants to Seller Selling Stockholder that: (i) Buyer has full corporate authority to execute and deliver this Option Agreement and, subject to Section 11(i), to consummate the transactions contemplated hereby; (ii) such execution, delivery and consummation have been authorized by all requisite corporate action by Buyer, and no other corporate proceedings are necessary therefor; (iii) this Option Agreement has been duly and validly executed and delivered and represents a valid and legally binding obligation of Buyer, enforceable against Buyer in accordance with its terms; and (iv) any Seller Common Stock BUC or other securities acquired by Buyer upon exercise of the Option will not be taken with a view to the public distribution thereof and will not be transferred or otherwise disposed of except in compliance with the Securities Act and applicable state lawAct.

Authorization, Etc. (a) Seller hereby represents and warrants to Buyer that: (i) Seller has full corporate authority to execute and deliver this Option Agreement and, subject to Section 11(i), to consummate the transactions contemplated hereby; (ii) such execution, delivery and consummation have been authorized by the Board of Directors of Seller, and no other corporate proceedings are necessary therefor; (iii) this Option Agreement has been duly and validly executed and delivered and represents a valid and legally binding obligation of Seller, enforceable against Seller in accordance with its terms; and (iv) Seller has taken all necessary corporate action to authorize and reserve and, subject to Section 11(i), permit it to issue and, at all times from the date hereof through the date of the exercise in full or the expiration or termination of the Option, shall have reserved for issuance is- suance upon exercise of the Option, 424,470 8,785,429 shares of Seller Common Stock, all of which, upon issuance pursuant hereto, shall be duly authorized, validly issued, fully paid and nonassessable, and shall be delivered free and clear of all claims, liens, encumbrances, restrictions (other than federal and state securities restrictions) and security interests and not subject to any preemptive rights. (b) Buyer hereby represents and warrants to Seller that: (i) Buyer has full corporate authority to execute and deliver this Option Agreement and, subject to Section 11(i), to consummate the transactions contemplated hereby; (ii) such execution, delivery and consummation have been authorized by all requisite corporate action by Buyer, and no other corporate proceedings are necessary therefor; (iii) this Option Agreement has been duly and validly executed and delivered and represents a valid and legally binding obligation of Buyer, enforceable against Buyer in accordance with its terms; and (iv) any Seller Common Stock or other securities acquired ac- quired by Buyer upon exercise of the Option will not be taken with a view to the public distribution thereof and will not be transferred or otherwise disposed of except in compliance with the Securities Act and applicable state lawAct.

Authorization, Etc. (a) 2.5.1 Each Seller hereby represents Company and warrants to Buyer that: (i) Seller has Parent have full corporate power and authority to execute enter into this Agreement and deliver this Option Agreement andthe agreements, subject documents and transactions contemplated hereby to Section 11(i), which Seller Companies or Parent are parties and to consummate the transactions contemplated hereby; (ii) such hereby and thereby. The execution, delivery and consummation performance of this Agreement and all other agreements and transactions contemplated hereby have been duly authorized by Parent and the Board of Directors or the Board of SellerManagers, as applicable, of each Seller Company, and no other corporate proceedings on their part are necessary therefor; (iii) to authorize this Option Agreement has been duly or any of the agreements, documents and validly executed transactions contemplated hereby and delivered thereby, except as provided in Section 4.10 hereto. This Agreement and represents all other agreements contemplated hereby to be entered into by Seller Companies and/or Parent each constitutes a legal, valid and legally binding obligation of Seller, Seller Companies and/or Parent enforceable against each Seller Company and/or Parent in accordance with its terms; and, except as the same may be limited by applicable bankruptcy, insolvency, rehabilitation, moratorium or similar laws, now or hereafter in effect, of general application relating to or affecting creditors’ rights, including, without limitation, the effect of statutory or other laws regarding fraudulent conveyances and preferential transfers, and for the limitations imposed by general principles of equity. (iv) Seller has taken all necessary corporate action to authorize and reserve and, subject to Section 11(i), permit it to issue and, at all times from the date hereof through the date of the exercise 2.5.2 Except as set forth in full or the expiration or termination of the Option, shall have reserved for issuance upon exercise of the Option, 424,470 shares of Seller Common Stock, all of which, upon issuance pursuant Schedule 2.5.2 attached hereto, shall be duly authorized, validly issued, fully paid and nonassessable, and shall be delivered free and clear of all claims, liens, encumbrances, restrictions (other than federal and state securities restrictions) and security interests and not subject to any preemptive rights. (b) Buyer hereby represents and warrants to Seller that: (i) Buyer has full corporate authority to execute and deliver this Option Agreement and, subject to Section 11(i), to consummate the transactions contemplated hereby; (ii) such execution, delivery and consummation have been authorized performance by all requisite corporate action by BuyerSeller Companies and Parent of this Agreement, and no all other corporate proceedings are necessary therefor; (iii) this Option Agreement has been duly agreements contemplated hereby, and validly executed the fulfillment of and delivered compliance with the respective terms hereof and represents a valid thereof by Seller Companies and legally binding obligation of BuyerParent, enforceable against Buyer in accordance with its terms; and (iv) any Seller Common Stock or other securities acquired by Buyer upon exercise of the Option will do not be taken with a view to the public distribution thereof and will not be transferred (a) conflict with or otherwise disposed result in a breach of except the terms, conditions or provisions of, (b) constitute a default or event of default under (whether with or without due notice, the passage of time or both), (c) result in compliance the creation of any Lien upon the Acquired Assets pursuant to, (d) give any third party the right to modify, terminate or accelerate any obligation under, (e) result in a violation of, or (f) require any authorization, consent, approval, exemption or other action by, notice to, or filing with any third party or Authority pursuant to, the charter, articles of organization, bylaws or operating agreement (or similar constating documents) of any Seller Company or Parent, as the case may be, or any applicable Regulation, Order or Contract to which any Seller Company, Parent or their respective assets and properties (including the Acquired Assets) or the Equity Interests are subject. Parent and each Seller Company have complied with all applicable Regulations and Orders in connection with the Securities Act execution, delivery and applicable state lawperformance of this Agreement and the agreements and transaction contemplated hereby.

Authorization, Etc. (a) Seller RCSB hereby represents and warrants to Buyer COFI that: (i) Seller RCSB has full corporate authority to execute and deliver this Option Agreement and, subject to Section 11(i), to consummate the transactions contemplated hereby; (ii) such execution, delivery and consummation have been authorized by the its Board of Directors of SellerDirectors, and no other corporate proceedings actions are necessary therefor; (iii) this Option Agreement has been duly and validly executed and delivered and represents a valid and legally binding obligation of SellerRCSB, enforceable against Seller RCSB in accordance with its terms; and (iv) Seller RCSB has taken all necessary corporate action to authorize and reserve and, subject to Section 11(i), permit it to issue and, at all times from the date hereof through the date of the exercise in full or the expiration or termination of the Option, shall have reserved for issuance upon exercise of the Option, 424,470 2,880,944 shares of Seller RCSB Common Stock, all of which, upon issuance pursuant hereto, shall be duly authorized, validly issued, fully paid and nonassessable, and shall be delivered free and clear of all claims, liens, encumbrances, restrictions (other than federal and state securities restrictions) and security interests and not subject to any preemptive rights. (b) Buyer COFI hereby represents and warrants to Seller RCSB that: (i) Buyer COFI has full corporate authority to execute and deliver this Option Agreement and, subject to Section 11(i), to consummate the transactions contemplated hereby; (ii) such execution, delivery and consummation have been authorized by all requisite corporate action by BuyerCOFI, and no other corporate proceedings are necessary therefor; (iii) this Option Agreement has been duly and validly executed and delivered and represents a valid and legally binding obligation of BuyerCOFI, enforceable against Buyer COFI in accordance with its terms; and (iv) any Seller RCSB Common Stock or other securities acquired by Buyer COFI upon exercise of the Option will not be taken with a view to the public distribution thereof and will not be transferred or otherwise disposed of except in compliance with the Securities Act and applicable state lawAct.

Authorization, Etc. (a) Seller hereby represents and warrants to Buyer that: In the case of FMC, (i) Seller FMC has full corporate power and authority to execute and deliver this Option Agreement and, subject and the Transaction Documents to Section 11(i), which it is a party and to carry out and consummate the transactions contemplated hereby; hereby and thereby to be carried out and consummated by it and (ii) such this Agreement and the Transaction Documents to which FMC is a party have been duly and validly authorized by FMC and no other corporate action or proceeding by FMC is necessary to authorize the execution, delivery and consummation performance of this Agreement and the Transaction Documents by FMC. (b) In the case of Solutia, subject to the Approval Order (with respect to the matters not covered by the Initial Relief Order) having been entered and still being in effect and not subject to any stay pending appeal at the time of the Closing, (i) Solutia has full corporate power and authority to execute and deliver this Agreement and the Transaction Documents to which it is a party and to carry out and consummate the transactions contemplated hereby and thereby to be carried out and consummated by it and (ii) this Agreement and the Transaction Documents to which Solutia is a party have been duly and validly authorized by the Board of Directors of Seller, Solutia and no other corporate proceedings are action or proceeding by Solutia is necessary therefor;to authorize the execution, delivery and performance of this Agreement and the Transaction Documents by Solutia. (iiic) this Option This Agreement has been duly and validly executed and delivered and represents a by such Owner and, assuming this Agreement constitutes the legal, valid and legally binding obligation agreement of SellerICL, the Buyer, the Seller and the other Owner, and, with respect to Solutia, assuming the entry of the Approval Order as a Final Order, it constitutes a legal, valid and binding agreement of such Owner, enforceable against Seller such Owner in accordance with its terms; and (iv) Seller has taken all necessary corporate action to authorize and reserve and, subject to Section 11(i), permit it to issue and, at all times from the date hereof through the date . As of the exercise in full or the expiration or termination of the OptionClosing, shall have reserved for issuance upon exercise of the Option, 424,470 shares of Seller Common Stock, all of which, upon issuance pursuant hereto, shall each Transaction Document will be duly authorized, validly issued, fully paid and nonassessable, and shall be delivered free and clear of all claims, liens, encumbrances, restrictions (other than federal and state securities restrictions) and security interests and not subject to any preemptive rights. (b) Buyer hereby represents and warrants to Seller that: (i) Buyer has full corporate authority to execute and deliver this Option Agreement and, subject to Section 11(i), to consummate the transactions contemplated hereby; (ii) such execution, delivery and consummation have been authorized by all requisite corporate action by Buyer, and no other corporate proceedings are necessary therefor; (iii) this Option Agreement has been duly and validly executed and delivered and represents by such Owner (to the extent such Owner is a party thereto) and, assuming such Transaction Document constitutes the legal, valid and legally binding obligation agreement of Buyerthe ICL, Buyer the Seller and/or the other Owner (to the extent they are a party thereto), will constitute a legal, valid and binding agreement of such Owner (to the extent such Owner is a party thereto), enforceable against Buyer such Owner in accordance with its terms; and (iv) any Seller Common Stock or other securities acquired by Buyer upon exercise of the Option will not be taken with a view to the public distribution thereof and will not be transferred or otherwise disposed of except in compliance with the Securities Act and applicable state law.

Authorization, Etc. (a) Seller Bancshares hereby represents and warrants to Buyer Mercantile that: (i) Seller Bancshares has full corporate authority to execute ex- ecute and deliver this Option Agreement and, subject to Section 11(i), to consummate the transactions contemplated contem- plated hereby; (ii) such execution, delivery and consummation have been authorized by the Board of Directors of SellerBancshares, and no other corporate proceedings are necessary thereforthere- for; (iii) this Option Agreement has been duly and validly val- idly executed and delivered and represents a valid and legally binding obligation of SellerBancshares, enforceable against Seller Bancshares in accordance with its terms; and (iv) Seller Bancshares has taken all necessary corporate action to authorize and reserve and, subject to Section 11(i), permit it to issue and, at all times from the date hereof through the date of the exercise in full or the expiration or termination of the Option, shall have reserved for issuance upon exercise of the Option, 424,470 3,261,522 shares of Seller Bancshares Common Stock, all of which, upon issuance pursuant hereto, shall be duly authorizedau- thorized, validly issued, fully paid and nonassessable, and shall be delivered free and clear of all claims, liens, encumbrances, restrictions (other than federal and state securities restrictions) and security interests inter- ests and not subject to any preemptive rights. (b) Buyer Mercantile hereby represents and warrants to Seller Bancshares that: (i) Buyer Mercantile has full corporate authority to execute ex- ecute and deliver this Option Agreement and, subject to to Section 11(i), ) to consummate the transactions contemplated hereby; (ii) such execution, delivery and consummation have been authorized by all requisite corporate action by BuyerMer- cantile, and no other corporate proceedings are necessary therefor; (iii) this Option Agreement has been duly and validly executed and delivered and represents a valid and legally binding obligation of BuyerMercantile, enforceable against Buyer Mer- cantile in accordance with its terms; and (iv) any Seller Bancshares Common Stock or other securities acquired by Buyer Mercantile upon exercise of the Option will not be taken with a view to the public distribution thereof there- of and will not be transferred or otherwise disposed of except in compliance with the Securities Act and applicable state lawAct.

Authorization, Etc. (a) Seller hereby represents Such Purchaser has all necessary power and warrants to Buyer that: (i) Seller authority and has full corporate authority to execute and deliver this Option Agreement andtaken all necessary entity action required for the due authorization, subject to Section 11(i), to consummate the transactions contemplated hereby; (ii) such execution, delivery and performance by such Purchaser of this Agreement and the Registration Rights Agreement and the consummation have been authorized by such Purchaser of the Board transactions contemplated hereby and thereby. The authorization, execution, delivery and performance by such Purchaser of Directors of Sellerthis Agreement and the Registration Rights Agreement, and no other corporate proceedings the consummation by such Purchaser of the transactions contemplated hereby and thereby do not and will not: (a) violate or result in the breach of any provision of the organizational documents of such Purchaser; or (b) with the exceptions that are necessary therefor; not reasonably likely to have, individually or in the aggregate, a material adverse effect on its ability to perform its obligations under this Agreement and the Registration Rights Agreement: (iiii) this Option violate any provision of, constitute a breach of, or default under, any judgment, order, writ, or decree applicable to such Purchaser or any material contract to which such Purchaser is a party; or (ii) violate any provision of, constitute a breach of, or default under, any applicable state, federal or local Law. This Agreement has been been, and the Registration Rights Agreement will be at the Closing, duly and validly executed and delivered by such Purchaser. Assuming due execution and represents delivery thereof by the other parties hereto or thereto, this Agreement and the Registration Rights Agreement will each be a valid and legally binding obligation of Seller, such Purchaser enforceable against Seller such Purchaser in accordance with its terms; and (iv) Seller has taken all necessary corporate action , except as the enforceability may be limited by applicable laws relating to authorize bankruptcy, insolvency, reorganization, moratorium or other similar legal requirement relating to or affecting creditors’ rights generally and reserve and, except as the enforceability is subject to Section 11(igeneral principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law), permit it to issue and, at all times from the date hereof through the date of the exercise in full or the expiration or termination of the Option, shall have reserved for issuance upon exercise of the Option, 424,470 shares of Seller Common Stock, all of which, upon issuance pursuant hereto, shall be duly authorized, validly issued, fully paid and nonassessable, and shall be delivered free and clear of all claims, liens, encumbrances, restrictions (other than federal and state securities restrictions) and security interests and not subject to any preemptive rights. (b) Buyer hereby represents and warrants to Seller that: (i) Buyer has full corporate authority to execute and deliver this Option Agreement and, subject to Section 11(i), to consummate the transactions contemplated hereby; (ii) such execution, delivery and consummation have been authorized by all requisite corporate action by Buyer, and no other corporate proceedings are necessary therefor; (iii) this Option Agreement has been duly and validly executed and delivered and represents a valid and legally binding obligation of Buyer, enforceable against Buyer in accordance with its terms; and (iv) any Seller Common Stock or other securities acquired by Buyer upon exercise of the Option will not be taken with a view to the public distribution thereof and will not be transferred or otherwise disposed of except in compliance with the Securities Act and applicable state law.

Authorization, Etc. (a) Each Hatteras Seller has full limited liability company right, authority and power under the applicable Organizational Documents and Applicable Laws to enter into each Transaction Document executed and delivered, or to be executed and delivered, by it pursuant to, or as contemplated by, this Agreement and to carry out the transactions contemplated hereby represents and warrants thereby. The execution, delivery and performance by each Hatteras Seller of each Transaction Document to Buyer thatwhich it is a party has been duly authorized by all necessary action of such Hatteras Seller and the shareholders, partners and/or members thereof and no other action on the part of such Hatteras Seller is required in connection therewith. Each Transaction Document executed and delivered by each Hatteras Seller pursuant to, or as contemplated by, this Agreement constitutes, or when executed and delivered will constitute, a valid and binding obligation of the applicable Hatteras Seller, enforceable against them in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally and by equitable principles, including those limiting the availability of specific performance, injunctive relief and other equitable remedies and those providing for equitable defenses. The execution, delivery and performance by each Hatteras Seller (including after giving effect to the Closing) of each Transaction Document to which it is a party and the consummation of the transactions contemplated hereby and thereby: (i) Seller has full corporate authority to execute Do not and deliver this Option Agreement and, subject to Section 11(i), to consummate the transactions contemplated herebywill not violate any provision of its Organizational Documents; (ii) Do not and will not violate any Applicable Law applicable to such executionHatteras Seller or its assets or employees or require such Hatteras Seller to obtain any approval, delivery consent or waiver of, or make any filing with, any person or entity (governmental or otherwise) that has not been obtained or made, except as specifically identified in Schedule 4.2(a), which approvals, consents and consummation have been authorized by waivers identified in such schedule will, when obtained and as of the Board of Directors of SellerClosing, conform in all material respects to, and no other corporate proceedings are necessary therefor;otherwise satisfy in all material respects, all contractual requirements and all Applicable Law applicable thereto; and (iii) this Option Agreement has been duly Except as identified on Schedule 4.2(a), do not and validly executed will not result in a breach of, constitute a default under, accelerate any obligation under, or give rise to a right of termination of, any of its Organizational Documents or any material Business Contract, or result in the creation or imposition of any Encumbrance on any of the respective assets of such Hatteras Seller or of any Person’s interests in such Hatteras Seller; provided, however, that the representations in the immediately preceding clauses (ii) and delivered (iii) shall not apply to Investment Advisory Agreements to the extent that the assignment of such Investment Advisory Agreements requires the receipt of consents from a party to such agreement or terminates such Investment Advisory Agreements under the Investment Company Act or the Investment Advisers Act (as applicable) and represents a valid and legally binding obligation of Seller, enforceable against Seller is separately provided for in accordance with its terms; andSection 6.3. (ivb) Seller has taken all necessary corporate action At the Closing, the Hatteras Sellers will hold the entire legal, equitable and beneficial title and interest to authorize and reserve and, subject to Section 11(i), permit it to issue and, at all times from the date hereof through the date assets of the exercise in full or the expiration or termination of the Option, shall have reserved for issuance upon exercise of the Option, 424,470 shares of Seller Common Stock, all of which, upon issuance pursuant hereto, shall be duly authorized, validly issued, fully paid and nonassessableBusiness, and shall be delivered will transfer to Purchaser good title to the Assets, free and clear of all claimsEncumbrances, liens, encumbrances, restrictions (other than federal and state securities restrictions) and security interests and not subject to any preemptive rightsPermitted Encumbrances. (b) Buyer hereby represents and warrants to Seller that: (i) Buyer has full corporate authority to execute and deliver this Option Agreement and, subject to Section 11(i), to consummate the transactions contemplated hereby; (ii) such execution, delivery and consummation have been authorized by all requisite corporate action by Buyer, and no other corporate proceedings are necessary therefor; (iii) this Option Agreement has been duly and validly executed and delivered and represents a valid and legally binding obligation of Buyer, enforceable against Buyer in accordance with its terms; and (iv) any Seller Common Stock or other securities acquired by Buyer upon exercise of the Option will not be taken with a view to the public distribution thereof and will not be transferred or otherwise disposed of except in compliance with the Securities Act and applicable state law.

Authorization, Etc. (a) Seller hereby represents The Company, and warrants to Buyer that: (i) Seller each Subsidiary of the Company that is a party thereto, has full corporate all necessary corporate, limited liability company, partnership or other applicable entity power and authority to execute and deliver this Agreement and the Registration Rights Agreement, the Articles of Amendment, the Put Option Agreements, the Pledge Agreement, the Director Indemnification Agreements and the Darkstone LLC Agreement and(collectively, subject to Section 11(ithe “Related Agreements”), to carryout its obligations hereunder and thereunder and consummate the transactions contemplated hereby; hereby and thereby (ii) such including duly filing the Articles of Amendment with the Secretary of State of the State of Colorado, duly and validly issuing, selling and delivering the Purchased Shares and duly and validly reserving, issuing and delivering the Conversion Shares). The execution, delivery and performance by the Company of this Agreement and by the Company and its Subsidiaries of the Related Agreements and the consummation of the transactions contemplated hereby and thereby (including the due filing of the Articles of Amendment with the Secretary of State of the State of Colorado, the due and valid authorization, issuance, sale and delivery of the Purchased Shares and the due and valid reservation, issuance and delivery of the Conversion Shares) have been duly authorized by all necessary corporate, limited liability, partnership or other applicable entity action on the Board part of Directors of Sellerthe Company and its Subsidiaries, and no further approval or authorization is required therefor on the part of the Company or its Subsidiaries. The authorization, execution, delivery and performance by the Company of this Agreement, and by the Company and its Subsidiaries of the Related Agreements, and the consummation by the Company and such Subsidiaries of the transactions contemplated hereby and thereby, including the filing of the Articles of Amendment and the issuance of the Purchased Shares and the Conversion Shares: (a) do not and will not violate, conflict with, or result in the breach of any term, condition or provision of the Articles of Incorporation or Bylaws or any organizational documents of the Company’s Subsidiaries; and (b) with such exceptions that have not had, and would not be reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, do not and will not (whether with or without notice or lapse of time or both) (i) violate any provision of or constitute or result in a breach or default under, the termination of, acceleration of the performance required by, or result in any payment obligations under, or result in a right of termination, acceleration or payment under, any material mortgage, credit or loan agreement, note, bond, indenture, deed of trust, license, lease, contract or other corporate proceedings are necessary therefor; instrument or obligation to which the Company or any of its Subsidiaries is a party or is bound, or to which the Company or any of its Subsidiaries or any of the properties or assets of the Company or any of its Subsidiaries may be subject, including as a result of any change of control or similar provision; (ii) violate any provision of any judgment, ruling, order, writ, injunction or decree applicable to the Company or any of its Subsidiaries; (iii) this Option violate any provision of any applicable state, federal or local law, rule or regulation; or (iv) result in the creation of any lien, security interest, charge or encumbrance upon any of the properties or assets of the Company or any of its Subsidiaries or the suspension, revocation, impairment, non-renewal or forfeiture of any franchise, permit or license or other right granted by any Governmental Authority to the Company or any of its Subsidiaries. This Agreement has been duly and validly executed and delivered by the Company and represents the Related Agreements have been duly executed and delivered by the Company and the Subsidiaries of the Company party thereto. Assuming due execution and delivery thereof by each of the other parties (other than the Company or any of its Subsidiaries) hereto or thereto, this Agreement and the Related Agreements will each be a valid and legally binding obligation of Seller, the Company or a Subsidiary of the Company enforceable against Seller the Company or such Subsidiary in accordance with its terms; and (iv) Seller has taken all necessary corporate action , except as such enforceability may be limited by applicable laws relating to authorize bankruptcy, insolvency, reorganization, moratorium or other similar legal requirement relating to or affecting creditors’ rights generally and reserve and, except as such enforceability is subject to Section 11(igeneral principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law), permit it to issue and, at all times from the date hereof through the date of the exercise in full or the expiration or termination of the Option, shall have reserved for issuance upon exercise of the Option, 424,470 shares of Seller Common Stock, all of which, upon issuance pursuant hereto, shall be duly authorized, validly issued, fully paid and nonassessable, and shall be delivered free and clear of all claims, liens, encumbrances, restrictions (other than federal and state securities restrictions) and security interests and not subject to any preemptive rights. (b) Buyer hereby represents and warrants to Seller that: (i) Buyer has full corporate authority to execute and deliver this Option Agreement and, subject to Section 11(i), to consummate the transactions contemplated hereby; (ii) such execution, delivery and consummation have been authorized by all requisite corporate action by Buyer, and no other corporate proceedings are necessary therefor; (iii) this Option Agreement has been duly and validly executed and delivered and represents a valid and legally binding obligation of Buyer, enforceable against Buyer in accordance with its terms; and (iv) any Seller Common Stock or other securities acquired by Buyer upon exercise of the Option will not be taken with a view to the public distribution thereof and will not be transferred or otherwise disposed of except in compliance with the Securities Act and applicable state law.

Authorization, Etc. (a) Seller The Company hereby represents and warrants to Buyer the Acquiror that: (i) Seller the Company has full corporate authority to execute and deliver this Option Agreement and, subject to Section 11(i), and to consummate the transactions contemplated hereby; (ii) such execution, delivery and consummation have been authorized by the Board of Directors of Sellerthe Company, and no other corporate proceedings are necessary therefor; (iii) this Option Agreement has been duly and validly executed and delivered by the Company and represents a valid and legally binding obligation of Sellerthe Company, enforceable against Seller the Company in accordance with its terms; and (iv) Seller the Company has taken all necessary corporate action to authorize and reserve and, subject to Section 11(i), and permit it to issue and, at all times from the date hereof through the date of the exercise in full or the expiration or termination of the Option, shall have reserved for issuance upon exercise of the Option, 424,470 772,243 shares of Seller the Company's Common StockStock (subject to adjustment as provided herein), all of which, upon issuance pursuant heretoin accordance with the terms of this Option Agreement, shall be duly authorized, validly issued, fully paid and nonassessable, and shall be delivered free and clear of all claims, liens, encumbrances, restrictions (other than federal and state securities restrictions) encumbrances and security interests and not subject to any preemptive rightsrights of any shareholder of the Company. (b) Buyer The Acquiror hereby represents and warrants to Seller the Company that: (i) Buyer the Acquiror has full corporate authority to execute and deliver this Option Agreement and, subject to Section 11(i), and to consummate the transactions contemplated hereby; (ii) such execution, delivery and consummation have been authorized by all requisite corporate action by Buyerthe Acquiror, and no other corporate proceedings are necessary therefor; (iii) this Option Agreement has been duly and validly executed and delivered by the Acquiror and represents a valid and legally binding obligation of Buyerthe Acquiror, enforceable against Buyer the Acquiror in accordance with its terms; and (iv) any Seller shares of the Company's Common Stock or other securities acquired by Buyer the Acquiror upon exercise of the Option will be acquired for its own account and will not be taken with a view to the public distribution thereof and will not be transferred or otherwise disposed of except in compliance with the Securities Act and applicable state law1933 Act.

Authorization, Etc. (a) Seller hereby represents and warrants to Buyer that: (i) Seller has full corporate authority to execute and deliver this Option Agreement and, subject to Section 11(i), to consummate the transactions contemplated hereby; (ii) such execution, delivery and consummation have been authorized by the Board of Directors of Seller, and no other corporate proceedings are necessary therefor; (iii) this Option Agreement has been duly and validly executed and delivered and represents a valid and legally binding obligation of Seller, enforceable against Seller in accordance with its terms; and (iv) Seller has taken all necessary corporate action to authorize and reserve and, subject to Section 11(i), permit it to issue and, at all times from the date hereof through the date of the exercise in full or the expiration or termination of the Option, shall have reserved for issuance upon exercise of the Option, 424,470 1,564,662 shares of Seller Common Stock, all of which, upon issuance pursuant hereto, shall be duly authorized, validly issued, fully paid and nonassessable, and shall be delivered free and clear of all claims, liens, encumbrances, restrictions (other than federal and state securities restrictions) and security interests and not subject to any preemptive rights. (b) Buyer hereby represents and warrants to Seller that: (i) Buyer has full corporate authority to execute and deliver this Option Agreement and, subject to Section 11(i), to consummate the transactions contemplated hereby; (ii) such execution, delivery and consummation have been authorized by all requisite corporate action by Buyer, and no other corporate proceedings are necessary therefor; (iii) this Option Agreement has been duly and validly executed and delivered and represents a valid and legally binding obligation of Buyer, enforceable against Buyer in accordance with its terms; and (iv) any Seller Common Stock or other securities acquired by Buyer upon exercise of the Option will not be taken with a view to the public distribution thereof and will not be transferred or otherwise disposed of except in compliance with the Securities Act and applicable state law.

Authorization, Etc. (a) Seller hereby represents The Purchaser has all necessary power and warrants to Buyer that: (i) Seller authority and has full corporate authority to execute and deliver this Option Agreement andtaken all necessary entity action required for the due authorization, subject to Section 11(i), to consummate the transactions contemplated hereby; (ii) such execution, delivery and consummation have been authorized performance by the Board Purchaser of Directors this Agreement and the Registration Rights Agreement and the consummation by the Purchaser of Sellerthe transactions contemplated hereby and thereby. The authorization, execution, delivery and performance by the Purchaser of this Agreement and the Registration Rights Agreement, and no other corporate proceedings the consummation by the Purchaser of the transactions contemplated hereby and thereby do not and will not: (a) violate or result in the breach of any provision of the organizational documents of the Purchaser; or (b) with the exceptions that are necessary therefor; not reasonably likely to have, individually or in the aggregate, a material adverse effect on its ability to perform its obligations under this Agreement and the Registration Rights Agreement: (iiii) this Option violate any provision of, constitute a breach of, or default under, any judgment, order, writ, or decree applicable to the Purchaser or any material contract to which the Purchaser is a party; or (ii) violate any provision of, constitute a breach of, or default under, any applicable state, federal or local Law. This Agreement has been been, and the Registration Rights Agreement will be at the Closing, duly and validly executed and delivered by the Purchaser. Assuming due execution and represents delivery thereof by the other parties hereto or thereto, this Agreement and the Registration Rights Agreement will each be a valid and legally binding obligation of Seller, the Purchaser enforceable against Seller the Purchaser in accordance with its terms; and (iv) Seller has taken all necessary corporate action , except as the enforceability may be limited by applicable laws relating to authorize bankruptcy, insolvency, reorganization, moratorium or other similar legal requirement relating to or affecting creditors’ rights generally and reserve and, except as the enforceability is subject to Section 11(igeneral principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law), permit it to issue and, at all times from the date hereof through the date of the exercise in full or the expiration or termination of the Option, shall have reserved for issuance upon exercise of the Option, 424,470 shares of Seller Common Stock, all of which, upon issuance pursuant hereto, shall be duly authorized, validly issued, fully paid and nonassessable, and shall be delivered free and clear of all claims, liens, encumbrances, restrictions (other than federal and state securities restrictions) and security interests and not subject to any preemptive rights. (b) Buyer hereby represents and warrants to Seller that: (i) Buyer has full corporate authority to execute and deliver this Option Agreement and, subject to Section 11(i), to consummate the transactions contemplated hereby; (ii) such execution, delivery and consummation have been authorized by all requisite corporate action by Buyer, and no other corporate proceedings are necessary therefor; (iii) this Option Agreement has been duly and validly executed and delivered and represents a valid and legally binding obligation of Buyer, enforceable against Buyer in accordance with its terms; and (iv) any Seller Common Stock or other securities acquired by Buyer upon exercise of the Option will not be taken with a view to the public distribution thereof and will not be transferred or otherwise disposed of except in compliance with the Securities Act and applicable state law.

Authorization, Etc. (a) Seller The Corporation has full power and authority to enter into this Agreement, and the Transaction Documents to which the Corporation is a party, and to consummate the transactions contemplated hereby represents and warrants thereby. The execution, delivery and performance of this Agreement, the Transaction Documents and the transactions contemplated hereby and thereby have been duly authorized by the board of directors and the stockholders of the Corporation and no other corporate proceedings on their part are necessary to Buyer that:authorize this Agreement, the Transaction Documents and the transactions contemplated hereby and thereby. This Agreement and the Transaction Documents to be entered into by the Corporation each constitutes a legal, valid and binding obligation of the Corporation, enforceable against the Corporation in accordance with its terms. (ib) Each Seller is the sole owner of and has full right, power and authority to sell and vote the Stock set forth opposite the signature line for such Seller's name below. Each Seller has full corporate the requisite power and authority to execute and deliver this Option Agreement andand the Transaction Documents, subject and to Section 11(i)perform his or her obligations hereunder and thereunder, and to consummate sell, assign, transfer and convey the transactions contemplated hereby; (ii) shares of Stock, and the certificates evidencing such executionStock, delivery so owned by such Seller to the Purchaser pursuant to this Agreement, free and consummation have been authorized clear of all Liens, Claims and Orders. This Agreement and the Transaction Documents to be entered into by the Board of Directors of SellerSellers each constitute a legal, and no other corporate proceedings are necessary therefor; (iii) this Option Agreement has been duly and validly executed and delivered and represents a valid and legally binding obligation of Sellereach Seller who is a party thereto, enforceable against each Seller in accordance with its terms; and (iv) Seller has taken all necessary corporate action to authorize and reserve and, subject to Section 11(i), permit it to issue and, at all times from the date hereof through the date of the exercise in full or the expiration or termination of the Option, shall have reserved for issuance upon exercise of the Option, 424,470 shares of Seller Common Stock, all of which, upon issuance pursuant hereto, shall be duly authorized, validly issued, fully paid and nonassessable, and shall be delivered free and clear of all claims, liens, encumbrances, restrictions (other than federal and state securities restrictions) and security interests and not subject to any preemptive rights. (bc) Buyer hereby represents and warrants to Seller that: (i) Buyer has full corporate authority to execute and deliver this Option Agreement and, subject to Section 11(i), to consummate the transactions contemplated hereby; (ii) such The execution, delivery and consummation have been authorized performance by all requisite corporate action by Buyerthe Corporation and the Sellers of this Agreement and the Transaction Documents, and no other corporate proceedings are necessary therefor; (iii) this Option Agreement has been duly the fulfillment of and validly executed compliance with the respective terms hereof and delivered thereof by the Corporation and represents a valid and legally binding obligation of Buyerthe Sellers, enforceable against Buyer in accordance with its terms; and (iv) any Seller Common Stock or other securities acquired by Buyer upon exercise of the Option will do not be taken with a view to the public distribution thereof and will not be transferred (a) conflict with or otherwise disposed result in a breach of except the terms, conditions or provisions of, (b) constitute a default or event of default under (whether with or without due notice, the passage of time or both), (c) result in compliance the creation of any Lien upon the Corporation's capital stock or assets pursuant to, (d) give any third party the right to modify, terminate or accelerate any obligation under, (e) result in a violation of, or (f) require any authorization, consent, approval, exemption or other action by, notice to, or filing with any third party or Authority pursuant to, the charter or bylaws of the Corporation or any applicable Regulation, Order or Contract to which the Corporation, the Sellers or their respective properties or the Stock are subject. Each of the Sellers and the Corporation has complied with all applicable Regulations and Orders in connection with the Securities Act execution, delivery and applicable state lawperformance of this Agreement, the Transaction Documents and the transactions contemplated hereby and thereby.

Authorization, Etc. (a) Seller hereby represents and warrants to Buyer that: (i) Seller has full corporate authority to execute and deliver this Option Agreement and, subject to Section 11(i), Sec- (i) to consummate the transactions contemplated hereby; (ii) such execution, delivery and consummation have been authorized by the Board of Directors of Seller, and no other corporate proceedings are necessary therefor; (iii) this Option Agreement has been duly and validly val- idly executed and delivered and represents a valid and legally binding obligation of Seller, enforceable against Seller in accordance with its terms; and (iv) Seller has taken all necessary corporate action ac- tion to authorize and reserve and, subject to Section 11(i), permit it to issue and, at all times from the date hereof through the date of the exercise in full or the expiration or termination of the Option, shall have reserved for issuance upon exercise of the Option, 424,470 shares of Seller Common Stock, all of which, upon issuance pursuant hereto, shall be duly authorized, validly issued, fully paid and nonassessable, and shall be delivered free and clear of all claims, liens, encumbrancesencum- brances, restrictions (other than federal and state securities se- curities restrictions) and security interests and not subject to any preemptive rights. (b) Buyer hereby represents and warrants to Seller that: (i) Buyer has full corporate authority to execute and deliver this Option Agreement and, subject to Section Sec- tion 11(i), to consummate the transactions contemplated hereby; (ii) such execution, delivery and consummation have been authorized by all requisite corporate action by Buyer, and no other corporate proceedings are necessary therefor; (iii) this Option Agreement has been duly and validly val- idly executed and delivered and represents a valid and legally binding obligation of Buyer, enforceable against Buyer in accordance with its terms; and (iv) any Seller Common Stock or other securities acquired by Buyer upon exercise of the Option will not be taken with a view to the public distribution thereof and will not be transferred or otherwise disposed of except ex- cept in compliance with the Securities Act and applicable state lawAct.

Authorization, Etc. (a) Seller The Parent Company hereby represents irrevocably authorizes each of the Administrative Agent, the Lenders and warrants the other Secured Creditors, in each case, without the consent of the Parent Company, and without any notice to Buyer thatthe Parent Company or demand upon the Parent Company (except such as shall be required by Applicable Law and cannot be waived), and without affecting or impairing any of the Obligations or other liabilities of the Parent Company under its Guaranty, from time to time to: (i) Seller has full corporate authority to execute and deliver this Option Agreement andchange the manner, subject to Section 11(iplace or terms of payment of, and/or change or extend the time of payment of, or renew, increase, accelerate or alter, all or any part of the Guaranteed Obligations (including any increase or decrease in the rate of interest thereon), any Collateral or other security therefor, or any liability incurred directly or indirectly in respect thereof, and the Guaranty of the Parent Company herein made shall apply to consummate the transactions contemplated herebyGuaranteed Obligations as so changed, extended, renewed or altered from time to time; (ii) such executiontake and hold any security for the payment of all or any part of the Guaranteed Obligations, delivery and/or sell, exchange, release, surrender, realize upon or otherwise deal with in any manner and consummation have been authorized in any order any Property by whomsoever at any time pledged or mortgaged to secure, or howsoever securing, all or any part of the Board Guaranteed Obligations or any other liabilities (including any of Directors of Seller, and no other corporate proceedings are necessary thereforthose hereunder) incurred directly or indirectly in respect thereof or hereof; (iii) this Option Agreement has been duly and validly executed and delivered and represents a valid and legally binding obligation of Sellerexercise or refrain from exercising any rights or remedies against the Borrower, enforceable against Seller in accordance with its terms; andany other guarantor, any other Credit Party or any other Person; (iv) Seller has taken settle or compromise all necessary corporate action to authorize and reserve and, subject to Section 11(i), permit it to issue and, at all times from the date hereof through the date or any part of the exercise Guaranteed Obligations, any Collateral or other security therefor or any liability (including any of those hereunder) incurred directly or indirectly in full respect thereof or hereof, or subordinate the expiration payment of all or termination any part thereof to the payment of any liability of the Option, shall have reserved for issuance upon exercise Borrower or of any other Credit Party to any of its creditors; (v) apply any sums by whomsoever paid or howsoever realized to any liability or liabilities of the OptionBorrower or of any other Credit Party to the Secured Creditors regardless of what Guaranteed Obligations of the Borrower or of any other Credit Party shall then remain unpaid; (vi) release or substitute any one or more endorsers, 424,470 shares guarantors, the Borrower, any other Credit Parties or any other obligors; (vii) consent to or waive any breach of Seller Common Stockany act, all omission or default under this Agreement, any of whichthe other Loan Documents or any of the Instruments referred to herein or therein, upon issuance pursuant heretoor otherwise amend, shall be duly authorizedmodify, validly issuedsupplement, fully paid and nonassessableterminate or cancel any provision of this Agreement, and shall be delivered free and clear any of all claimsthe other Loan Documents or any of such other Instruments; and/or (viii) take any other action which would, liensunder otherwise Applicable Law, encumbrances, restrictions (give rise to a legal or equitable discharge of the Parent Company from any of its Obligations or other than federal and state securities restrictions) and security interests and not subject to any preemptive rightsliabilities under its Guaranty. (b) Buyer hereby represents The Obligations of the Parent Company under its Guaranty are absolute, unconditional and warrants irrevocable in every respect and shall remain in full force and effect without regard to, and shall not be released, suspended, discharged, terminated or otherwise impaired or affected by, any of the circumstances or occurrences described or referred to Seller that: in PARAGRAPH (a) of this SECTION 7.5 or in CLAUSES (i) Buyer has full corporate authority through (x) of SECTION 17(a) of the Pledge Agreement. The Parent Company hereby absolutely, unconditionally and irrevocably waives all suretyship and other similar defenses to the payment and performance by the Parent Company of any of its Obligations and other liabilities to the Administrative Agent or to any of the other Secured Creditors under its Guaranty. (c) The agreements and Obligations of the Parent Company under its Guaranty are separate and independent from and in addition to the agreements and Obligations of each of the other Guarantors and shall be enforceable by the Administrative Agent against the Parent Company notwithstanding (i) the failure of any other Guarantor to execute and deliver this Option Agreement anda counterpart of the Subsidiary Guaranty, subject to Section 11(i), to consummate the transactions contemplated hereby; (ii) such executionthe invalidity, delivery and consummation have been authorized by all requisite corporate action by Buyerunenforceability or inadmissibility in evidence of the Subsidiary Guaranty against any one or more of the Subsidiary Guarantors, and no other corporate proceedings are necessary therefor; (iii) this Option Agreement has been duly and validly executed and delivered and represents a valid and legally binding obligation the release by the Administrative Agent of Buyerall or any of the Subsidiary Guarantors from all or any part of their Obligations under the Subsidiary Guaranty, enforceable against Buyer in accordance with its terms; and or the release by the Administrative Agent of all or any part of the Collateral granted by all or any of the other Guarantors to the Administrative Agent under any of the Loan Documents, or (iv) any Seller Common Stock waiver, termination or other securities acquired cancellation by Buyer upon exercise the Administrative Agent of, or any consent by the Administrative Agent to any departure from, any of the Option will not be taken with a view agreements or obligations of any of the Subsidiary Guarantors under the Subsidiary Guaranty on any occasion or occasions, or any failure by the Administrative Agent to enforce any of the public distribution thereof and will not be transferred agreements or otherwise disposed Obligations of except in compliance with any of the Securities Act and applicable state lawSubsidiary Guarantors under the Subsidiary Guaranty on any occasion or occasions.

Authorization, Etc. (a) Seller hereby represents CP&I has full power and warrants to Buyer that: (i) authority and the Seller has full corporate authority capacity to execute and deliver enter into this Agreement, the Employment Agreement, the Escrow Agreement, the Management Agreement, the Trust Agreement, the Option Agreement andand the agreements and documents contemplated hereby to which CP&I or the Seller is a party, subject to Section 11(i), to consummate the transactions contemplated hereby; (ii) such and perform their respective obligations hereunder and thereunder. The execution, delivery and consummation performance of this Agreement, the Employment Agreement, the Escrow Agreement, the Management Agreement, the Trust Agreement, the Option Agreement and all other agreements and transactions contemplated hereby have been duly authorized by the Board of Directors of Seller, CP&I and no other corporate proceedings on its part are necessary therefor; (iii) to authorize this Agreement and the other agreements and transactions contemplated hereby. The Seller is entering into this Agreement, the Employment Agreement, the Escrow Agreement, the Trust Agreement, the Acquisition Agreement and the Option Agreement has been duly on the Seller's own volition, free from any undue influence or coercion. Upon execution and validly executed delivery of this Agreement, the Employment Agreement, the Escrow Agreement, the Management Agreement, the Trust Agreement, the Option Agreement and delivered the Acquisition Agreement by the parties hereto this Agreement, the Employment Agreement, the Escrow Agreement, the Management Agreement, the Trust Agreement, the Option Agreement, the Acquisition Agreement and represents a all other agreements contemplated hereby shall constitute the legal, valid and legally binding obligation of Sellereach of CP&I and the Seller party hereto, enforceable against Seller each such party in accordance with its their respective terms; and (iv) Seller has taken all necessary corporate action , except to authorize and reserve and, subject to Section 11(i), permit it to issue and, at all times from the date hereof through extent that the date of the exercise in full or the expiration or termination of the Option, shall have reserved for issuance upon exercise of the Option, 424,470 shares of Seller Common Stock, all of which, upon issuance pursuant hereto, shall enforcement thereof may be duly authorized, validly issued, fully paid and nonassessable, and shall be delivered free and clear of all claims, liens, encumbrances, restrictions (other than federal and state securities restrictions) and security interests and not subject to any preemptive rights. (b) Buyer hereby represents and warrants to Seller that: limited by applicable (i) Buyer has full corporate authority to execute bankruptcy, reorganization, insolvency, and deliver this Option Agreement and, subject to Section 11(i), to consummate similar laws affecting the transactions contemplated hereby; enforcement of creditors' rights and (ii) such execution, delivery and consummation have been authorized by all requisite corporate action by Buyer, and no other corporate proceedings are necessary therefor; (iii) this Option Agreement has been duly and validly executed and delivered and represents a valid and legally binding obligation of Buyer, enforceable against Buyer in accordance with its terms; and (iv) any Seller Common Stock or other securities acquired by Buyer upon exercise of the Option will not be taken with a view to the public distribution thereof and will not be transferred or otherwise disposed of except in compliance with the Securities Act and applicable state lawequitable principles.

Authorization, Etc. (a) Seller hereby represents and warrants to Buyer that: (i) Seller The Corporation has full corporate power and authority to execute enter into this Agreement and deliver this Option Agreement and, subject the agreements contemplated hereby to Section 11(i), which the Corporation is a party and to consummate the transactions contemplated hereby; (ii) such hereby and thereby. The execution, delivery and consummation performance of this Agreement and all other agreements and transactions contemplated hereby have been duly authorized by the Board of Directors and prior to the Closing will be authorized by the shareholders of Seller, the Corporation and no other corporate proceedings on their part are necessary therefor; (iii) to authorize this Option Agreement has been duly and validly executed the agreements contemplated hereby and delivered the transactions contem­plated hereby and represents thereby. This Agreement and all other agreements contemplated hereby to be entered into by the Corporation each constitutes a legal, valid and legally binding obligation of Seller, the Corporation enforceable against the Corporation in accordance with its terms. (b) Each Seller is the sole owner of and has full right, power and authority to sell and vote the Shares set forth opposite the signature line for such Seller's name below. Each Seller has full power and authority to enter into this Agreement and the agreements contemplated hereby and to deliver the Shares and the certificates evidencing such Shares to the Purchaser as provided for herein, free and clear of all Liens. This Agreement and all other agreements contemplated hereby to be entered into by the Sellers each constitute a legal, valid and binding obligation of the Seller who is a party thereto enforceable against such Seller in accordance with its terms; and (iv) Seller has taken all necessary corporate action to authorize and reserve and, subject to Section 11(i), permit it to issue and, at all times from the date hereof through the date of the exercise in full or the expiration or termination of the Option, shall have reserved for issuance upon exercise of the Option, 424,470 shares of Seller Common Stock, all of which, upon issuance pursuant hereto, shall be duly authorized, validly issued, fully paid and nonassessable, and shall be delivered free and clear of all claims, liens, encumbrances, restrictions (other than federal and state securities restrictions) and security interests and not subject to any preemptive rights. (bc) Buyer hereby represents and warrants to Seller that: (i) Buyer has full corporate authority to execute and deliver this Option Agreement andExcept as set forth in Schedule 2.6 attached hereto, subject to Section 11(i), to consummate the transactions contemplated hereby; (ii) such execution, delivery and consummation have been authorized performance by all requisite corporate action by Buyerthe Corporation and the Sellers of this Agreement, and no all other corporate proceedings are necessary therefor; (iii) this Option Agreement has been duly agreements contemplated hereby, and validly executed the fulfillment of and delivered compliance with the respective terms hereof and represents a valid thereof by the Corporation and legally binding obligation of Buyerthe Sellers, enforceable against Buyer in accordance with its terms; and (iv) any Seller Common Stock or other securities acquired by Buyer upon exercise of the Option will do not be taken with a view to the public distribution thereof and will not be transferred (a) conflict with or otherwise disposed result in a breach of except the terms, conditions or provisions of, (b) constitute a default or event of default under (whether with or without due notice, the passage of time or both), (c) result in compliance the creation of any Lien upon the Corporation's capital stock or assets pursuant to, (d) give any third party the right to modify, terminate or accelerate any obligation under, (e) result in a violation of, or (f) require any authorization, consent, approval, exemption or other action by, notice to, or filing with any third party or Authority pursuant to, the charter or bylaws of the Corporation or any applicable Regulation, Order or Contract to which the Corporation, the Sellers or their respective properties or the Shares are subject. Each of the Sellers and the Corporation has complied with all applicable Regulations and Orders in connection with the Securities Act execution, delivery and applicable state lawperformance of this Agreement, the agreements contemplated hereby and the transactions contemplated hereby and thereby.

Authorization, Etc. (a) Seller hereby represents The Company has all necessary corporate power and warrants to Buyer that: (i) Seller has full corporate authority to execute and deliver this Option Agreement and, subject to Section 11(i), to consummate the transactions contemplated hereby; (ii) such execution, delivery and consummation have been authorized by the Board of Directors of Seller, and no other corporate proceedings are necessary therefor; (iii) this Option Agreement has been duly and validly executed and delivered and represents a valid and legally binding obligation of Seller, enforceable against Seller in accordance with its terms; and (iv) Seller has taken all necessary corporate action to authorize and reserve andrequired for the due authorization, subject to Section 11(i), permit it to issue and, at all times from the date hereof through the date of the exercise in full or the expiration or termination of the Option, shall have reserved for issuance upon exercise of the Option, 424,470 shares of Seller Common Stock, all of which, upon issuance pursuant hereto, shall be duly authorized, validly issued, fully paid and nonassessable, and shall be delivered free and clear of all claims, liens, encumbrances, restrictions (other than federal and state securities restrictions) and security interests and not subject to any preemptive rights. (b) Buyer hereby represents and warrants to Seller that: (i) Buyer has full corporate authority to execute and deliver this Option Agreement and, subject to Section 11(i), to consummate the transactions contemplated hereby; (ii) such execution, delivery and performance by the Company of this Subscription Agreement and the consummation have been authorized by all requisite corporate action by Buyerthe Company of the transactions contemplated hereby and thereby, and no for the due authorization, issuance, sale and delivery of the Subscription Shares. The authorization, execution, delivery and performance by the Company of this Subscription Agreement and the consummation by the Company of the transactions contemplated hereby and thereby, including the issuance of the Subscription Shares do not and will not: (i) violate or result in the breach of any provision of the organizational documents of the Company; or (ii) with such exceptions that have not had, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect: (x) violate any provision of, constitute a breach of, or default under, any judgment, order, writ, or decree applicable to the Company or any of its Subsidiaries or any material mortgage, credit agreement or contract to which the Company or any of its Subsidiaries is a party; (y) violate any provision of, constitute a breach of, or default under, any applicable state, federal or local law, rule or regulation; or (z) result in the creation of any lien upon any assets of the Company or any of its Subsidiaries or the suspension, revocation or forfeiture of any franchise, permit or license granted by a Governmental Authority to the Company or any of its Subsidiaries, other corporate proceedings are necessary therefor; (iii) this Option than liens under federal or state securities laws. This Subscription Agreement has been duly and validly executed and delivered by the Company. Assuming due execution and represents delivery thereof by each of the other parties hereto or thereto, this Subscription Agreement will be a valid and legally binding obligation of Buyer, the Company enforceable against Buyer the Company in accordance with its terms; and (iv) any Seller Common Stock , except as such enforceability may be limited by applicable laws relating to bankruptcy, insolvency, reorganization, moratorium or other securities acquired by Buyer upon exercise similar legal requirement relating to or affecting creditors’ rights generally and except as such enforceability is subject to general principles of the Option will not be taken with equity (regardless of whether enforceability is considered in a view to the public distribution thereof and will not be transferred proceeding in equity or otherwise disposed of except in compliance with the Securities Act and applicable state at law).

Authorization, Etc. (a) Seller hereby represents Each of OnMoney and warrants to Buyer that: (i) Seller Merger Sub has full corporate power and authority to execute execute, deliver and deliver perform this Option Agreement and, subject to Section 11(i), and each of the other Transaction Documents and to consummate the transactions contemplated hereby; (ii) hereby and thereby except where the failure to have such power and authority would not have a Material Adverse Effect on either of OnMoney or Merger Sub. The Board of Directors of each of OnMoney and Merger Sub has taken all action required to authorize the execution and delivery of this Agreement and the other Transaction Documents, the performance of OnMoney or Merger Sub's obligations hereunder and thereunder and the transactions contemplated hereby and thereby. No other corporate proceedings on the part of Merger Sub or OnMoney are necessary to authorize the execution, delivery and consummation have been authorized performance by Merger Sub or OnMoney of this Agreement or the other Transaction Documents. This Agreement is a valid and binding agreement of each of OnMoney and Merger Sub, enforceable against it in accordance with its terms except (a) as the same may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws now or hereafter in effect relating to creditors' rights generally and (b) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. (b) Upon approval by the Board of Directors of SellerAmeritrade, and no other corporate proceedings are necessary therefor; (iii) this Option Agreement has been duly and validly executed and delivered and represents a valid and legally binding obligation of Seller, enforceable against Seller in accordance with its terms; and (iv) Seller has taken all necessary corporate action to authorize and reserve and, subject to Section 11(i), permit it to issue and, at all times from the date hereof through the date of the exercise in full or the expiration or termination of the Option, shall have reserved for issuance upon exercise of the Option, 424,470 shares of Seller Common Stock, all of which, upon issuance pursuant hereto, shall be duly authorized, validly issued, fully paid and nonassessable, and shall be delivered free and clear of all claims, liens, encumbrances, restrictions (other than federal and state securities restrictions) and security interests and not subject to any preemptive rights. (b) Buyer hereby represents and warrants to Seller that: (i) Buyer has Ameritrade will have full corporate power and authority to execute execute, deliver and deliver perform this Option Agreement and, subject to Section 11(i), and each of the other Transaction Documents and to consummate the transactions contemplated hereby; hereby and thereby except where the failure to have such power and authority would not have a Material Adverse Effect on Ameritrade, (ii) such Ameritrade will have taken all action required to authorize the execution and delivery of this Agreement and the other Transaction Documents, the performance of Ameritrade's obligations hereunder and thereunder and the transactions contemplated hereby and thereby, and (iii) no other corporate proceedings on the part of Ameritrade will be necessary to authorize the execution, delivery and consummation have been authorized performance by all requisite corporate action Ameritrade of this Agreement or the other Transaction Documents. Upon approval by Buyerthe Board of Directors of Ameritrade, and no other corporate proceedings are necessary therefor; (iii) this Option Agreement has been duly and validly executed and delivered and represents will be a valid and legally binding obligation agreement of BuyerAmeritrade, enforceable against Buyer it in accordance with its terms; and terms except (ivx) any Seller Common Stock as the same may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws now or hereafter in effect relating to creditors' rights generally and (y) that the remedy of specific performance and injunctive and other securities acquired by Buyer upon exercise forms of equitable relief may be subject to equitable defenses and to the discretion of the Option will not court before which any proceedings therefor may be taken with a view to the public distribution thereof and will not be transferred or otherwise disposed of except in compliance with the Securities Act and applicable state lawbrought.

Authorization, Etc. (a) Seller The Company hereby represents and warrants to Buyer the Parent that: : (i) Seller the Company has full corporate authority to execute and deliver this Option Agreement and, subject to Section 11(i), to consummate the transactions contemplated hereby; ; (ii) such execution, delivery and consummation have been authorized by the Board of Directors of Sellerthe Company, and no other corporate proceedings are necessary therefor; ; (iii) this Option Agreement has been duly and validly executed and delivered delivered; and represents a valid and legally binding obligation of Seller, enforceable against Seller in accordance with its terms; and (iv) Seller the Company has taken all necessary corporate action to authorize and reserve and, subject to Section 11(i), permit it to issue and, at all times from the date hereof through the date of the exercise in full or the expiration or termination of the Option, shall have reserved for issuance upon exercise of the Option, 424,470 that number of shares of Seller Company Common StockStock equal to the maximum number of shares of Company Common Stock at any time and from time to time issuable hereunder, all of which, upon issuance pursuant hereto, shall be duly authorized, validly issued, fully paid and nonassessable, and shall be delivered free and clear of all claims, liens, encumbrances, restrictions (other than federal and state securities restrictionsrestrictions and other than as set forth in Section C of Article Fourth of the Company's Certificate of Incorporation) and security interests and not subject to any preemptive rights. (b) Buyer The Parent hereby represents and warrants to Seller the Company that: : (i) Buyer the Parent has full corporate authority to execute and deliver this Option Agreement and, subject to Section 11(i), to consummate the transactions contemplated hereby; ; (ii) such execution, delivery and consummation have been authorized by all requisite corporate action by Buyer, the Parent and no other corporate proceedings are necessary therefor; ; (iii) this Option Agreement has been duly and validly executed and delivered delivered; and represents a valid and legally binding obligation of Buyer, enforceable against Buyer in accordance with its terms; and (iv) any Seller Company Common Stock or other securities acquired by Buyer the Parent upon exercise of the Option will not be taken with a view to the public distribution thereof and will not be transferred or otherwise disposed of except in compliance with the Securities Act and applicable state lawAct. 6.

Authorization, Etc. (a) Seller hereby represents and warrants to Buyer that: (i) Seller The Practice has full corporate power and authority and the Sellers have full power and capacity to execute enter into this Agreement and deliver this Option the other agreements and documents contemplated hereby (including, without limitation, the Termination and Release Agreement and, subject and the Employment Agreement) and to Section 11(i), to consummate the transactions contemplated hereby; (ii) such perform its or his obligations hereunder and thereunder. The execution, delivery and consummation performance of this Agreement and all other agreements and transactions contemplated hereby have been duly authorized by the Board board of Directors directors and stockholders of Seller, the Practice and no other corporate proceedings on the part of the Practice are necessary therefor; to authorize, adopt and approve this Agreement or any other document or agreement contemplated hereby, or the transactions contemplated hereby and thereby. No other actions or proceeding on the part of the Sellers are necessary to authorize, adopt and approve this Agreement or any other document or agreement contemplated hereby, or the transactions contemplated hereby and thereby. The Sellers are authorized to sell the NY Shares in accordance with this Agreement. Each Seller is entering into this Agreement (iiiand any other agreement contemplated hereby) on his own volition, free from any undue influence or coercion. Upon execution and delivery of this Option Agreement has been duly (and validly executed the other agreements and delivered documents contemplated hereby) by the parties hereto, this Agreement and represents a all other such agreements shall constitute the legal, valid and legally binding obligation obligations of Sellerthe Practice and the Sellers (to the extent each is a party to such other agreements), enforceable against Seller each such party in accordance with its their respective terms; and (iv) Seller has taken all necessary corporate action , except as such enforceability may be qualified by equitable principles or pursuant to authorize and reserve and, subject to Section 11(i), permit it to issue and, at all times from laws affecting the date hereof through the date enforceability of the exercise in full or the expiration or termination of the Option, shall have reserved for issuance upon exercise of the Option, 424,470 shares of Seller Common Stock, all of which, upon issuance pursuant hereto, shall be duly authorized, validly issued, fully paid and nonassessable, and shall be delivered free and clear of all claims, liens, encumbrances, restrictions (other than federal and state securities restrictions) and security interests and not subject to any preemptive creditor’s rights. (b) Buyer hereby represents and warrants to Seller that: (i) Buyer has full corporate authority to execute and deliver this Option Agreement and, subject to Section 11(i), to consummate the transactions contemplated hereby; (ii) such execution, delivery and consummation have been authorized by all requisite corporate action by Buyer, and no other corporate proceedings are necessary therefor; (iii) this Option Agreement has been duly and validly executed and delivered and represents a valid and legally binding obligation of Buyer, enforceable against Buyer in accordance with its terms; and (iv) any Seller Common Stock or other securities acquired by Buyer upon exercise of the Option will not be taken with a view to the public distribution thereof and will not be transferred or otherwise disposed of except in compliance with the Securities Act and applicable state law.

Authorization, Etc. (a) Seller hereby represents The Purchaser has all necessary limited partnership or other entity power and warrants to Buyer that: (i) Seller has full corporate authority to execute and deliver this Option Agreement andthe Purchaser and its general partner have taken all necessary partnership or other entity action required for the due authorization, subject to Section 11(i), to consummate the transactions contemplated hereby; (ii) such execution, delivery and consummation have been authorized performance by the Board Purchaser of Directors this Agreement and the Registration Rights Agreement and the consummation by the Purchaser of Sellerthe transactions contemplated hereby and thereby. (b) The authorization, execution, delivery and performance by the Purchaser of this Agreement and the Registration Rights Agreement, and no other corporate proceedings the consummation by the Purchaser of the transactions contemplated hereby and thereby do not and will not: (a) violate or result in the breach of any provision of the certificate of limited partnership and limited partnership agreement (or similar organizational document) of the Purchaser; or (b) with the exceptions that are necessary therefor; not reasonably likely to have, individually or in the aggregate, a material adverse effect on its ability to perform its obligations under this Agreement and the Registration Rights Agreement: (iiii) this Option violate any provision of, constitute a breach of, or default under, any judgment, order, writ, or decree applicable to the Purchaser or any material contract to which the Purchaser is a party; or (ii) violate any provision of, constitute a breach of, or default under, any applicable state, federal or local law, rule or regulation. This Agreement has been been, and the Registration Rights Agreement will, at the Closing be, duly and validly executed and delivered by the Purchaser. Assuming due execution and represents delivery thereof by the other parties hereto or thereto, this Agreement and the Registration Rights Agreement will each be a valid and legally binding obligation of Seller, the Purchaser enforceable against Seller the Purchaser in accordance with its terms; and (iv) Seller has taken all necessary corporate action , except as the enforceability may be limited by applicable laws relating to authorize bankruptcy, insolvency, reorganization, moratorium or other similar legal requirement relating to or affecting creditors’ rights generally and reserve and, except as the enforceability is subject to Section 11(igeneral principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law), permit it to issue and, at all times from the date hereof through the date of the exercise in full or the expiration or termination of the Option, shall have reserved for issuance upon exercise of the Option, 424,470 shares of Seller Common Stock, all of which, upon issuance pursuant hereto, shall be duly authorized, validly issued, fully paid and nonassessable, and shall be delivered free and clear of all claims, liens, encumbrances, restrictions (other than federal and state securities restrictions) and security interests and not subject to any preemptive rights. (b) Buyer hereby represents and warrants to Seller that: (i) Buyer has full corporate authority to execute and deliver this Option Agreement and, subject to Section 11(i), to consummate the transactions contemplated hereby; (ii) such execution, delivery and consummation have been authorized by all requisite corporate action by Buyer, and no other corporate proceedings are necessary therefor; (iii) this Option Agreement has been duly and validly executed and delivered and represents a valid and legally binding obligation of Buyer, enforceable against Buyer in accordance with its terms; and (iv) any Seller Common Stock or other securities acquired by Buyer upon exercise of the Option will not be taken with a view to the public distribution thereof and will not be transferred or otherwise disposed of except in compliance with the Securities Act and applicable state law.

Authorization, Etc. (a) Seller hereby represents and warrants to Buyer that: (i) Seller The Practice has full corporate authority to execute power and deliver this Option Agreement andauthority, subject to Section 11(i)and the Sellers have full power and authority, to consummate enter into this Agreement and the transactions other agreements and documents contemplated hereby; hereby (iiincluding, without limitation, the Termination and Release Agreements, the Merger Agreement and the Employment Agreements) such and to perform their respective obligations hereunder and thereunder. The execution, delivery and consummation performance of this Agreement and all other agreements and transactions contemplated hereby have been duly authorized by the Board board of Directors directors and stockholders of Seller, the Practice and no other corporate proceedings on the part of the Practice are necessary therefor; (iii) to authorize, adopt and approve this Option Agreement has been duly or any other document or agreement contemplated hereby, or the transactions contemplated hereby and validly executed thereby. No other actions or proceeding on the part of the Sellers are necessary to authorize, adopt and delivered approve this Agreement or any other document or agreement contemplated hereby, or the transactions contemplated hereby and represents a valid and legally binding obligation of Seller, enforceable against Seller thereby. The Sellers are authorized to sell the Shares in accordance with its terms; and this Agreement. The Sellers are entering into this Agreement (iv) Seller has taken all necessary corporate action to authorize and reserve and, subject to Section 11(i), permit it to issue and, at all times from the date hereof through the date of the exercise in full or the expiration or termination of the Option, shall have reserved for issuance upon exercise of the Option, 424,470 shares of Seller Common Stock, all of which, upon issuance pursuant hereto, shall be duly authorized, validly issued, fully paid and nonassessable, and shall be delivered free and clear of all claims, liens, encumbrances, restrictions (any other than federal and state securities restrictions) and security interests and not subject to any preemptive rights. (b) Buyer hereby represents and warrants to Seller that: (i) Buyer has full corporate authority to execute and deliver this Option Agreement and, subject to Section 11(i), to consummate the transactions agreement contemplated hereby; (ii) such on their own volition, free from any undue influence or coercion. The execution, delivery and consummation performance of this Agreement and all other agreements and transactions contemplated hereby have been duly authorized by all requisite corporate action by Buyer, the trustees of the S▇▇▇▇▇▇▇ Trust and no other corporate proceedings on the part of the Stobach Trust are necessary therefor; to authorize, adopt and approve this Agreement or any other document or agreement contemplated hereby, or the transactions contemplated hereby and thereby to be executed or performed by the S▇▇▇▇▇▇▇ Trust. Upon execution and delivery of this Agreement (iiiand the other agreements and documents contemplated hereby) by the parties hereto, this Option Agreement has been duly and validly executed and delivered and represents a all other such agreements shall constitute the legal, valid and legally binding obligation obligations of Buyerthe Practice and the Sellers (to the extent each is a party to such other agreements), enforceable against Buyer each such party or parties in accordance with its their respective terms; and (iv) any Seller Common Stock , except as such enforceability may be qualified by equitable principles or other securities acquired by Buyer upon exercise pursuant to laws affecting the enforceability of the Option will not be taken with a view to the public distribution thereof and will not be transferred or otherwise disposed of except in compliance with the Securities Act and applicable state lawcreditor’s rights.

Authorization, Etc. (a) Seller hereby represents Acquiror and warrants to each other Buyer that: is a corporation or other legal entity duly organized, validly existing and in good standing (iin such jurisdictions where such concept is applicable) Seller under the laws of the jurisdiction of its incorporation or organization. Acquiror has full the corporate power and authority to execute and deliver this Option Agreement andand each Ancillary Agreement to which it will be a party, subject to Section 11(i)perform fully its obligations thereunder, and to consummate the transactions contemplated hereby; (ii) such executionthereby. Each Buyer has the corporate or other entity power and authority, delivery or applicable to execute and consummation have been authorized by the Board of Directors of Sellerdeliver each Ancillary Agreement to which it will be a party, to perform fully its obligations thereunder, and no other corporate proceedings are necessary therefor; (iii) this Option Agreement has been duly and validly executed and delivered and represents a valid and legally binding obligation of Seller, enforceable against Seller in accordance with its terms; and (iv) Seller has taken all necessary corporate action to authorize and reserve and, subject to Section 11(i), permit it to issue and, at all times from consummate the date hereof through the date of the exercise in full or the expiration or termination of the Option, shall have reserved for issuance upon exercise of the Option, 424,470 shares of Seller Common Stock, all of which, upon issuance pursuant hereto, shall be duly authorized, validly issued, fully paid and nonassessable, and shall be delivered free and clear of all claims, liens, encumbrances, restrictions (other than federal and state securities restrictions) and security interests and not subject to any preemptive rightstransactions contemplated thereby. (b) Buyer hereby represents The execution and warrants delivery by Acquiror of this Agreement and each Ancillary Agreement to Seller that: (i) Buyer has full corporate authority to execute which it will be a party and deliver this Option Agreement and, subject to Section 11(i), to consummate the consummation of the transactions contemplated hereby; (ii) such execution, delivery and consummation thereby have been duly authorized by all requisite corporate action by Buyer, and no other corporate proceedings are necessary therefor; (iii) this Option Agreement of Acquiror. Acquiror has been duly and validly executed and delivered this Agreement and represents each Ancillary Agreement to which it will be a party, and this Agreement and each Ancillary Agreement to which it will be a party is the legal, valid and legally binding obligation of Acquiror, enforceable against it in accordance with its respective terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization and similar laws affecting creditors generally and by the availability of equitable remedies. (c) On the Closing Date, the execution and delivery by each Buyer of each Ancillary Agreement to which it will be a party, and the consummation of the transactions contemplated thereby, will have been duly authorized by all requisite corporate or other entity action, or applicable of such Buyer. On the Closing Date, each Buyer will have duly executed and delivered each Ancillary Agreement to which it will be a party, and each such agreement will be the legal, valid and binding obligation of such Buyer, enforceable against such Buyer in accordance with its respective terms; and (iv) any Seller Common Stock or other securities acquired , except as such enforceability may be limited by Buyer upon exercise bankruptcy, insolvency, reorganization and similar laws, affecting creditors generally and by the availability of the Option will not be taken with a view to the public distribution thereof and will not be transferred or otherwise disposed of except in compliance with the Securities Act and applicable state lawequitable remedies.

Authorization, Etc. (a) Seller Issuer hereby represents and warrants to Buyer Grantee that: (i) Seller Issuer has full corporate authority to execute and deliver this Option Agreement and, subject to Section 11(i), and to consummate the transactions contemplated hereby; (ii) such execution, delivery and consummation have been authorized by the Board board of Directors directors of SellerIssuer, and no other corporate proceedings are necessary therefor; (iii) this Option Agreement has been duly and validly executed and delivered by Issuer and represents a valid and legally binding obligation of SellerIssuer, enforceable against Seller Issuer in accordance with its terms; and; (iv) Seller Issuer has taken all necessary corporate action to authorize and reserve and, subject to Section 11(i), and permit it to issue and, at all times from the date hereof through the date of the exercise in full or the expiration or termination of the Option, shall have reserved for issuance upon exercise of the Option, 424,470 5,188,913 shares of Seller Issuer Common StockStock (subject to adjustment as provided herein), all of which, upon issuance pursuant heretoin accordance with the terms of this Option Agreement, shall be duly authorized, validly issued, fully paid and nonassessable, and shall be delivered free and clear of all claims, liens, encumbrances, restrictions (other than federal and state securities restrictions) encumbrances and security interests and not subject to any preemptive rightsrights of any stockholder of Issuer; (v) Issuer's board of directors has taken all appropriate and necessary actions such that Section 203 of the Delaware General Corporation Law is inapplicable to the execution and delivery of this Option Agreement and to the consummation of the transactions contemplated hereby; (vi) no other "fair price," "moratorium," "control share acquisition" or other similar anti-takeover statute or regulation as in effect on the date hereof is applicable to the execution and delivery of this Option Agreement, the Issuer Common Stock issuable hereunder or to the other transactions contemplated by this Option Agreement; (vii) no anti-takeover provision contained in the Issuer's certificate of incorporation or its by-laws prohibits or restricts the execution and delivery of this Option Agreement or, at the time of any exercise of the Option, will prohibit or restrict the issuance of Issuer Common Stock hereunder or the consummation of the other transactions contemplated by this Option Agreement; (viii) the execution, delivery and performance by Issuer of and under this Option Agreement does not violate or breach or require any consent or approval under any law or any contract, instrument, agreement or arrangement to which Issuer is a party or by which Issuer is bound, except for any consent or approval under any applicable law required in order for Issuer to issue the Option Shares. (ix) none of Grantee or any of its affiliates shall become responsible or obligated, contingently or otherwise, for any obligations of any nature of Issuer or any of its affiliates by virtue of the grant of this Option. (b) Buyer Issuer hereby agrees that, prior to the termination of the Option pursuant to Section 2(b), Issuer shall not take, or allow to be taken, any action that could result in the representations and warranties set forth in Section 6(a) becoming false or inaccurate. (c) Grantee hereby represents and warrants to Seller Issuer that: (i) Buyer Grantee has full corporate authority to execute and deliver this Option Agreement and, subject to Section 11(i), and to consummate the transactions contemplated hereby; (ii) such execution, delivery and consummation have been authorized by all requisite corporate action by BuyerGrantee, and no other corporate proceedings are necessary therefor; (iii) this Option Agreement has been duly and validly executed and delivered by Grantee and represents a valid and legally binding obligation of BuyerGrantee, enforceable against Buyer Grantee in accordance with its terms; and (iv) any Seller Issuer Common Stock or other securities acquired by Buyer Grantee upon exercise of the Option will be acquired for its own account and not be taken with a view to the public distribution thereof and will not be transferred or otherwise disposed of except in compliance with the Securities Act Act. (d) Grantee hereby agrees that, prior to the termination of the Option pursuant to Section 2(b), Grantee shall not take, or allow to be taken, any action that could result in the representations and applicable state lawwarranties set forth in Section 6(c) becoming false or inaccurate.

Authorization, Etc. (a) Seller hereby represents and warrants to Buyer that: (i) Seller has full corporate authority to execute and deliver this Option Agreement and, subject to Section 11(i), to consummate the transactions contemplated hereby; (ii) such execution, delivery and consummation have been authorized by the Board of Directors of Seller, and no other corporate proceedings are necessary therefor; (iii) this Option Agreement has been duly and validly executed and delivered and represents a valid and legally binding obligation of Seller, enforceable against Seller in accordance with its terms; and (iv) Seller has taken all necessary corporate action to authorize and reserve and, subject to Section 11(i), permit it to issue and, at all times from the date hereof through the date of the exercise in full or the expiration or termination of the Option, shall have reserved for issuance upon exercise of the Option, 424,470 707,189 shares of Seller Common Stock, all of which, upon issuance pursuant hereto, shall be duly authorized, validly issued, fully paid and nonassessable, and shall be delivered free and clear of all claims, liens, encumbrances, restrictions (other than federal and state securities restrictions) and security interests and not subject to any preemptive rights. (b) Buyer hereby represents and warrants to Seller that: (i) Buyer has full corporate authority to execute and deliver this Option Agreement and, subject to Section 11(i), to consummate the transactions contemplated hereby; (ii) such execution, delivery and consummation have been authorized by all requisite corporate action by Buyer, and no other corporate proceedings are necessary therefor; (iii) this Option Agreement has been duly and validly executed and delivered and represents a valid and legally binding obligation of Buyer, enforceable against Buyer in accordance with its terms; and (iv) any Seller Common Stock or other securities acquired by Buyer upon exercise of the Option will not be taken with a view to the public distribution thereof and will not be transferred or otherwise disposed of except in compliance with the Securities Act and applicable state law.

Authorization, Etc. (a) Seller hereby represents Each of the Sellers has the corporate power and warrants to Buyer that: (i) Seller has full corporate authority to execute and deliver this Option Agreement, along with the Local Purchase Agreements and the Target Asset Purchase Agreement and(as defined in Section 4.10, subject together with the Local Purchase Agreements and any instruments of transfer and similar instruments contemplated herein required to Section 11(i), be executed and delivered by it pursuant to this Agreement in order to consummate the transactions contemplated hereby; (ii) such execution, delivery and consummation have been authorized by the Board of Directors of Seller, and no other corporate proceedings are necessary therefor; (iii) this Option Agreement has been duly and validly executed and delivered and represents a valid and legally binding obligation of Seller, enforceable against Seller in accordance with its terms; and (iv) Seller has taken all necessary corporate action to authorize and reserve and, subject to Section 11(i"ANCILLARY AGREEMENTS"), permit to which it is or will be a party, to issue and, at all times from the date hereof through the date of the exercise in full or the expiration or termination of the Option, shall have reserved for issuance upon exercise of the Option, 424,470 shares of Seller Common Stock, all of which, upon issuance pursuant hereto, shall be duly authorized, validly issued, fully paid perform its obligations hereunder and nonassessable, thereunder and shall be delivered free and clear of all claims, liens, encumbrances, restrictions (other than federal and state securities restrictions) and security interests and not subject to any preemptive rights. (b) Buyer hereby represents and warrants to Seller that: (i) Buyer has full corporate authority to execute and deliver this Option Agreement and, subject to Section 11(i), to consummate the transactions contemplated hereby; (ii) such hereby and thereby. The execution, delivery and performance of this Agreement and the Ancillary Agreements and the consummation of the transactions contemplated hereby and thereby have been duly authorized by the Sellers party hereto and thereto, which constitutes all requisite necessary corporate action by Buyeron the part of the Sellers for such authorization. This Agreement has been, and no other corporate proceedings are necessary therefor; (iii) this Option Agreement has been duly and validly each of the Ancillary Agreements when executed and delivered will be, duly executed and represents a delivered by the Sellers party hereto and thereto, and constitute the valid and legally binding obligation obligations of Buyerthe Sellers, enforceable against Buyer each of them in accordance with its their terms; and (iv) any Seller Common Stock , except as limited by laws affecting the enforcement of creditors' rights generally or other securities acquired by Buyer upon exercise general equitable principles. The Purchaser has previously been furnished with complete and correct copies of the Option certificate or articles of incorporation or association, memorandum of association, by-laws and other organizational documents (the "ORGANIZATIONAL DOCUMENTS") of each Target Company and its respective subsidiaries (collectively, the "TARGET COMPANY GROUP"). Such Organizational Documents are in full force and effect, and neither the Sellers nor any member of the Target Company Group are in violation of any of the provisions of their respective Organizational Documents. The stock certificate books, the stock record books and/or other statutory books of each member of the Target Company Group are correct and complete in all material respects, and all actions required to be approved by the directors and/or stockholders of each member of the Target Company Group under applicable law have been so approved, except where the failure to obtain such approval will not be taken with (I) adversely affect the ability of Purchaser to conduct the Business in all material respects as currently conducted or (II) result in a view liability to the public distribution thereof and will not be transferred or otherwise disposed of except in compliance with the Securities Act and applicable state lawsuch Target Company Group member.

Authorization, Etc. (a) Seller hereby represents and warrants to Buyer that: (i) Seller The Corporation has full corporate power and authority to execute enter into this Agreement and deliver this Option Agreement and, subject the agreements contemplated hereby to Section 11(i), which the Corporation is a party and to consummate the transactions contemplated hereby; (ii) such hereby and thereby. The execution, delivery and consummation performance of this Agreement and all other agreements and transactions contemplated hereby have been duly authorized by the Board of Directors and prior to the Closing will be authorized by the shareholders of Seller, the Corporation and no other corporate proceedings on their part are necessary therefor; (iii) to authorize this Option Agreement has been duly and validly executed the agreements contemplated hereby and delivered the transactions contemplated hereby and represents thereby. This Agreement and all other agreements contemplated hereby to be entered into by the Corporation each constitutes a legal, valid and legally binding obligation of Seller, the Corporation enforceable against the Corporation in accordance with its terms. (b) Each Seller is the sole owner of and has full right, power and authority to sell and vote the Shares set forth opposite the signature line for such Seller’s name below. Each Seller has full power and authority to enter into this Agreement and the agreements contemplated hereby and to deliver the Shares and the certificates evidencing such Shares to the Purchaser as provided for herein, free and clear of all Liens. This Agreement and all other agreements contemplated hereby to be entered into by the Sellers each constitute a legal, valid and binding obligation of the Seller who is a party thereto enforceable against such Seller in accordance with its terms; and (iv) Seller has taken all necessary corporate action to authorize and reserve and, subject to Section 11(i), permit it to issue and, at all times from the date hereof through the date of the exercise in full or the expiration or termination of the Option, shall have reserved for issuance upon exercise of the Option, 424,470 shares of Seller Common Stock, all of which, upon issuance pursuant hereto, shall be duly authorized, validly issued, fully paid and nonassessable, and shall be delivered free and clear of all claims, liens, encumbrances, restrictions (other than federal and state securities restrictions) and security interests and not subject to any preemptive rights. (bc) Buyer hereby represents and warrants to Seller that: (i) Buyer has full corporate authority to execute and deliver this Option Agreement andExcept as set forth in Schedule 2.6 attached hereto, subject to Section 11(i), to consummate the transactions contemplated hereby; (ii) such execution, delivery and consummation have been authorized performance by all requisite corporate action by Buyerthe Corporation and the Sellers of this Agreement, and no all other corporate proceedings are necessary therefor; (iii) this Option Agreement has been duly agreements contemplated hereby, and validly executed the fulfillment of and delivered compliance with the respective terms hereof and represents a valid thereof by the Corporation and legally binding obligation of Buyerthe Sellers, enforceable against Buyer in accordance with its terms; and (iv) any Seller Common Stock or other securities acquired by Buyer upon exercise of the Option will do not be taken with a view to the public distribution thereof and will not be transferred (a) conflict with or otherwise disposed result in a breach of except the terms, conditions or provisions of, (b) constitute a default or event of default under (whether with or without due notice, the passage of time or both), (c) result in compliance the creation of any Lien upon the Corporation’s capital stock or assets pursuant to, (d) give any third party the right to modify, terminate or accelerate any obligation under, (e) result in a violation of, or (f) require any authorization, consent, approval, exemption or other action by, notice to, or filing with any third party or Authority pursuant to, the charter or bylaws of the Corporation or any applicable Regulation, Order or Contract to which the Corporation, the Sellers or their respective properties or the Shares are subject. Each of the Sellers and the Corporation has complied with all applicable Regulations and Orders in connection with the Securities Act execution, delivery and applicable state lawperformance of this Agreement, the agreements contemplated hereby and the transactions contemplated hereby and thereby.

Authorization, Etc. (a) Seller hereby represents Each of Parent and warrants to Buyer that: (i) Seller has full all requisite authority and corporate authority power to execute and deliver this Option Agreement, the Supply Agreement, the Escrow Agreement and, subject to Section 11(i)and the Note, to consummate carry out the transactions contemplated hereby; (ii) such executionhereby and thereby and to own, lease and operate the IGC-Advanced Superconductor Division Assets and to conduct the Business. The execution and delivery of this Agreement, the Supply Agreement, the Escrow Agreement and the Note and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized by the Board of Directors of Seller, each of Parent and Buyer and no other corporate proceedings are necessary therefor; (iii) to authorize the execution and delivery of this Option Agreement, the Supply Agreement, the Escrow Agreement and the Note or the consummation of the transactions contemplated hereby and thereby. This Agreement has been been, and each of the Supply Agreement, the Escrow Agreement and the Note will be, duly and validly executed and delivered by Parent and represents Buyer and constitutes, or will constitute, a valid and legally binding obligation agreement of Seller, enforceable against Seller in accordance with its terms; and (iv) Seller has taken all necessary corporate action to authorize Parent and reserve and, subject to Section 11(i), permit it to issue and, at all times from the date hereof through the date of the exercise in full or the expiration or termination of the Option, shall have reserved for issuance upon exercise of the Option, 424,470 shares of Seller Common Stock, all of which, upon issuance pursuant hereto, shall be duly authorized, validly issued, fully paid and nonassessable, and shall be delivered free and clear of all claims, liens, encumbrances, restrictions (other than federal and state securities restrictions) and security interests and not subject to any preemptive rights. (b) Buyer hereby represents and warrants to Seller that: (i) Buyer has full corporate authority to execute and deliver this Option Agreement and, subject to Section 11(i), to consummate the transactions contemplated hereby; (ii) such execution, delivery and consummation have been authorized by all requisite corporate action by Buyer, and no other corporate proceedings are necessary therefor; (iii) this Option Agreement has been duly and validly executed and delivered and represents a valid and legally binding obligation of Buyer, enforceable against Parent and Buyer in accordance with its terms; and , except that (iva) any Seller Common Stock rights to indemnification may be limited by law (including rules and regulations promulgated thereunder) or (***) The omitted information has been filed separately with the Commission and is the subject of a confidential treatment request. public policy, (b) such enforcement may be subject to bankruptcy, insolvency, reorganization, moratorium (whether general or specific) or other securities acquired by Buyer upon exercise similar laws now or hereafter in effect relating to creditors' rights generally and (c) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the Option will not court before which any proceeding therefor may be taken with a view to the public distribution thereof and will not be transferred or otherwise disposed of except in compliance with the Securities Act and applicable state lawbrought.

Authorization, Etc. (a) Seller hereby represents Such Purchaser has all corporate or other entity power and warrants to Buyer that: (i) Seller has full corporate authority to execute and deliver this Option Agreement andAgreement, subject to Section 11(i), to carryout its obligations hereunder and consummate the transactions contemplated hereby; (ii) such . The execution, delivery and performance by such Purchaser of this Agreement, and the consummation of the transactions contemplated hereby, have been duly authorized by all necessary corporate or other entity action on the Board part of Directors of Sellersuch Purchaser, and no other corporate proceedings are necessary therefor; further approval or authorization is required on the part of such Purchaser. The authorization, execution, delivery and performance by such Purchaser of this Agreement and the consummation by such Purchaser of the transactions contemplated hereby do not: (iiia) violate, conflict with, or result in the breach of any term, condition or provision of the certificate of incorporation and bylaws (or similar organizational document) of such Purchaser; and (b) with such exceptions that have not had, and would not reasonably expected to have, individually or in the aggregate, a material adverse effect on its ability to perform its obligations under this Option Agreement do not (whether with or without notice or lapse of time or both) (i) violate any provision of any judgment, ruling, order, writ, injunction or decree applicable to such Purchaser; or (ii) violate any provision of any state, federal or local law, rule or regulation applicable to such Purchaser. This Agreement has been duly and validly executed and delivered by such Purchaser. Assuming due execution and represents delivery thereof by the other parties hereto, this Agreement is a valid and legally binding obligation of Seller, such Purchaser enforceable against Seller such Purchaser in accordance with its terms; and (iv) Seller has taken all necessary corporate action , except as such enforceability may be limited by applicable laws relating to authorize bankruptcy, insolvency, reorganization, moratorium or other similar legal requirement relating to or affecting creditors’ rights generally and reserve and, except as such enforceability is subject to Section 11(igeneral principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law), permit it to issue and, at all times from the date hereof through the date of the exercise in full or the expiration or termination of the Option, shall have reserved for issuance upon exercise of the Option, 424,470 shares of Seller Common Stock, all of which, upon issuance pursuant hereto, shall be duly authorized, validly issued, fully paid and nonassessable, and shall be delivered free and clear of all claims, liens, encumbrances, restrictions (other than federal and state securities restrictions) and security interests and not subject to any preemptive rights. (b) Buyer hereby represents and warrants to Seller that: (i) Buyer has full corporate authority to execute and deliver this Option Agreement and, subject to Section 11(i), to consummate the transactions contemplated hereby; (ii) such execution, delivery and consummation have been authorized by all requisite corporate action by Buyer, and no other corporate proceedings are necessary therefor; (iii) this Option Agreement has been duly and validly executed and delivered and represents a valid and legally binding obligation of Buyer, enforceable against Buyer in accordance with its terms; and (iv) any Seller Common Stock or other securities acquired by Buyer upon exercise of the Option will not be taken with a view to the public distribution thereof and will not be transferred or otherwise disposed of except in compliance with the Securities Act and applicable state law.

Authorization, Etc. (a) Seller hereby represents Each of Paging Partners and warrants to Buyer that: (i) Seller Newco has full the necessary corporate power and authority to execute and deliver enter into this Option Agreement and, subject to Section 11(ithe extent required by the Financing, the BAP Debt Agreements and to carry out its obligations hereunder and thereunder (except for the approval and adoption of this Agreement by the stockholders of Paging Partners). The execution and delivery of this Agreement and, to consummate the extent required by the Financing, the BAP Debt Agreements, by Paging Partners and Newco, the performance by Paging Partners and Newco of their obligations hereunder and thereunder, and the consummation by Paging Partners and Newco 25 of 122 of the transactions contemplated hereby; (ii) such execution, delivery hereby and consummation thereby have been duly and validly authorized by the Board board of Directors directors of Sellereach of Paging Partners and Newco, and no other corporate proceedings on the part of Paging Partners and Newco are necessary therefor;to authorize and approve this Agreement and the BAP Debt Agreements and the consummation of the transactions contemplated hereby and thereby (except for the approval and adoption of this Agreement by the stockholders of Paging Partners). As of the date hereof, there are no agreements, arrangements or other requirements that require that the transactions contemplated by this Agreement, considered together in a single vote, be approved by more than a majority of the outstanding shares of Paging Partners Common Stock. (iiib) this Option This Agreement has been duly and validly executed and delivered by each of Paging Partners and represents Newco, and assuming the due authorization, execution and delivery hereof by BAP, is a legal, valid and legally binding obligation of Seller, each of Paging Partners and Newco enforceable against Seller each of Paging Partners and Newco in accordance with its terms; and , except as enforceability thereof may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar laws now or hereafter in effect relating to creditors' rights generally or by general principles of equity (iv) Seller has taken all necessary corporate action to authorize and reserve and, subject to Section 11(iregardless of whether enforceability is considered in a proceeding at law or in equity), permit it to issue and, at all times from the date hereof through the date of the exercise in full or the expiration or termination of the Option, shall have reserved for issuance upon exercise of the Option, 424,470 shares of Seller Common Stock, all of which, upon issuance pursuant hereto, shall be duly authorized, validly issued, fully paid and nonassessable, and shall be delivered free and clear of all claims, liens, encumbrances, restrictions (other than federal and state securities restrictions) and security interests and not subject to any preemptive rights. (bc) Buyer hereby represents The respective Boards of Directors of Paging Partners and warrants Newco have taken all appropriate and necessary action such that the provisions of Section 203 of the DGCL will not apply to Seller that: (i) Buyer has full corporate authority to execute and deliver this Option Agreement and, subject to Section 11(i), to consummate any of the transactions contemplated hereby; (ii) such executionby this Agreement, delivery and consummation have been authorized by all requisite corporate action by Buyer, and no other corporate proceedings are necessary therefor; (iii) this Option Agreement has been duly and validly executed and delivered and represents a valid and legally binding obligation including without limitation the voting of Buyer, enforceable against Buyer in accordance with its terms; and (iv) any Seller the shares of Paging Partners Common Stock or other securities acquired by Buyer upon exercise of the Option will not be taken with a view pursuant to the public distribution thereof Voting 26 of 122 Agreement and will not be transferred the Merger. No other anti-takeover or otherwise disposed of except in compliance with similar statute or regulation applies or purports to apply to the Securities Act and applicable state lawtransactions contemplated by this Agreement.

Authorization, Etc. (a) Seller hereby represents Such Purchaser has all necessary limited partnership or other entity power and warrants to Buyer that: (i) Seller has full corporate authority to execute and deliver this Option Agreement andand the Related Agreements to which it is a party, subject to Section 11(i), to carryout its obligations hereunder and thereunder and consummate the transactions contemplated hereby; (ii) such hereby and thereby. The execution, delivery and performance by such Purchaser of this Agreement and the Related Agreements to which it is a party, and the consummation of the transactions contemplated hereby and thereby, have been duly authorized by all necessary limited partnership or other entity action on the Board part of Directors of Sellersuch Purchaser, and no other corporate proceedings are necessary therefor; further approval or authorization is required therefor on the part of such Purchaser. The authorization, execution, delivery and performance by such Purchaser of this Agreement, and the Related Agreements to which it is a party, and the consummation by such Purchaser of the transactions contemplated hereby and thereby do not and will not: (iiia) violate, conflict with, or result in the breach of any term, condition or provision of the certificate of limited partnership and limited partnership agreement (or similar organizational document) of such Purchaser; and (b) with such exceptions that have not had, and would not reasonably expected to have, individually or in the aggregate, a material adverse effect on its ability to perform its obligations under this Option Agreement has and the Related Agreements to which it is a party do not and will not (whether with or without notice or lapse of time or both) (i) violate any provision of any judgment, ruling, order, writ, injunction or decree applicable to such Purchaser; or (ii) violate any provision of any state, federal or local law, rule or regulation applicable to such Purchaser. This Agreement, and the Related Agreements to which such Purchaser is a party, have been duly and validly executed and delivered by such Purchaser. Assuming due execution and represents delivery thereof by the other parties hereto or thereto, this Agreement and the Related Agreements will each be a valid and legally binding obligation of Seller, such Purchaser enforceable against Seller such Purchaser in accordance with its terms; and (iv) Seller has taken all necessary corporate action , except as such enforceability may be limited by applicable laws relating to authorize bankruptcy, insolvency, reorganization, moratorium or other similar legal requirement relating to or affecting creditors’ rights generally and reserve and, except as such enforceability is subject to Section 11(igeneral principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law), permit it to issue and, at all times from the date hereof through the date of the exercise in full or the expiration or termination of the Option, shall have reserved for issuance upon exercise of the Option, 424,470 shares of Seller Common Stock, all of which, upon issuance pursuant hereto, shall be duly authorized, validly issued, fully paid and nonassessable, and shall be delivered free and clear of all claims, liens, encumbrances, restrictions (other than federal and state securities restrictions) and security interests and not subject to any preemptive rights. (b) Buyer hereby represents and warrants to Seller that: (i) Buyer has full corporate authority to execute and deliver this Option Agreement and, subject to Section 11(i), to consummate the transactions contemplated hereby; (ii) such execution, delivery and consummation have been authorized by all requisite corporate action by Buyer, and no other corporate proceedings are necessary therefor; (iii) this Option Agreement has been duly and validly executed and delivered and represents a valid and legally binding obligation of Buyer, enforceable against Buyer in accordance with its terms; and (iv) any Seller Common Stock or other securities acquired by Buyer upon exercise of the Option will not be taken with a view to the public distribution thereof and will not be transferred or otherwise disposed of except in compliance with the Securities Act and applicable state law.

Authorization, Etc. (a) Seller hereby represents and warrants to Buyer that: (i) The Seller has full corporate power and authority to execute enter into this Agreement and deliver this Option Agreement and, subject the agreements contemplated hereby to Section 11(i), which the Seller is a party and to consummate the transactions contemplated hereby; (ii) hereby and thereby and to deliver the Shares and the certificates evidencing such Shares to the Purchaser as provided for herein, free and clear of all Liens, Claims and Orders. The execution, delivery and consummation performance of this Agreement and all other agreements and transactions contemplated hereby have been duly authorized by the Board of Directors of Seller, and ▇▇. ▇▇▇▇▇ in accordance with all Regulations and no other corporate proceedings on their part are necessary therefor; (iii) to authorize this Option Agreement has been duly and validly executed the agreements contemplated hereby and delivered the transactions contemplated hereby and represents thereby. This Agreement and all other agreements contemplated hereby to be entered into by the Seller each constitutes a legal, valid and legally binding obligation of Seller, the Seller enforceable against the Seller in accordance with its terms; and (iv) Seller has taken all necessary corporate action to authorize and reserve and, terms subject to Section 11(i)limitations on enforcement imposed by bankruptcy, permit it to issue andinsolvency, at all times from reorganization or other laws affecting the date hereof through the date enforcement of the exercise rights of creditors and others and to the extent that equitable remedies such as specific performance and injunctions are only available in full or the expiration or termination discretion of the Option, shall have reserved for issuance upon exercise of the Option, 424,470 shares of Seller Common Stock, all of which, upon issuance pursuant hereto, shall be duly authorized, validly issued, fully paid and nonassessable, and shall be delivered free and clear of all claims, liens, encumbrances, restrictions (other than federal and state securities restrictions) and security interests and not subject to any preemptive rightscourt from which they are sought. (b) Buyer ▇▇. ▇▇▇▇▇ has full power and authority to enter into this Agreement and the agreements contemplated hereby. This Agreement and all other agreements contemplated hereby represents to be entered into by ▇▇. ▇▇▇▇▇ each constitute a legal, valid and warrants binding obligation of ▇▇. ▇▇▇▇▇ enforceable against ▇▇. ▇▇▇▇▇ in accordance with its terms subject to Seller that:limitations on enforcement imposed by bankruptcy, insolvency, reorganization or other laws affecting the enforcement of the rights of creditors and others and to the extent that equitable remedies such as specific performance and injunctions are only available in the discretion of the court from which they are sought. (ic) Buyer has full corporate authority to execute and deliver this Option Agreement andExcept as set forth in Schedule 2.6(c) hereto, subject to Section 11(i), to consummate the transactions contemplated hereby; (ii) such execution, delivery and consummation have been authorized performance by all requisite corporate action by Buyerthe Seller and ▇▇. ▇▇▇▇▇ of this Agreement, and no all other corporate proceedings are necessary therefor; (iii) this Option Agreement has been duly agreements contemplated hereby, and validly executed the fulfillment of and delivered compliance with the respective terms hereof and represents a valid thereof by the Seller and legally binding obligation of Buyer▇▇. ▇▇▇▇▇, enforceable against Buyer in accordance with its terms; and (iv) any Seller Common Stock or other securities acquired by Buyer upon exercise of the Option will do not be taken with a view to the public distribution thereof and will not be transferred (a) conflict with or otherwise disposed result in a breach of except the terms, conditions or provisions of, (b) constitute a default or event of default under (whether with or without due notice, the passage of time or both), (c) result in compliance the creation of any Lien upon the Corporations’ shares or assets pursuant to, (d) give any third party the right to modify, terminate or accelerate any obligation under, (e) result in a violation of, or (f) require any authorization, consent, approval, exemption or other action by, written notice to, or filing with any third party or Authority pursuant to, the constating documents of the Corporations or any applicable Regulation, Order or material Contract to which the Corporations, the Seller, ▇▇. ▇▇▇▇▇ or their respective properties or the Shares are subject. The Seller and ▇▇. ▇▇▇▇▇ have complied with all applicable Regulations and Orders in connection with the Securities Act execution, delivery and applicable state lawperformance of this Agreement, the agreements contemplated hereby and the transactions contemplated hereby and thereby.

Authorization, Etc. (a) Seller hereby represents VIA has the corporate power and warrants to Buyer that: (i) Seller has full corporate authority to execute and deliver this Option Agreement andthe JV Transaction Agreements to which it will be a party, subject to Section 11(i)perform fully its obligations thereunder, and to consummate the transactions contemplated hereby; (ii) such execution, thereby. The execution and delivery by VIA of this Agreement and the consummation have been authorized by the Board of Directors of Seller, and no other corporate proceedings are necessary therefor; (iii) this Option Agreement has been duly and validly executed and delivered and represents a valid and legally binding obligation of Seller, enforceable against Seller in accordance with its terms; and (iv) Seller has taken all necessary corporate action to authorize and reserve and, subject to Section 11(i), permit it to issue and, at all times from the date hereof through the date of the exercise in full or the expiration or termination of the Option, shall have reserved for issuance upon exercise of the Option, 424,470 shares of Seller Common Stock, all of which, upon issuance pursuant hereto, shall be duly authorized, validly issued, fully paid and nonassessable, and shall be delivered free and clear of all claims, liens, encumbrances, restrictions (other than federal and state securities restrictions) and security interests and not subject to any preemptive rights. (b) Buyer hereby represents and warrants to Seller that: (i) Buyer has full corporate authority to execute and deliver this Option Agreement and, subject to Section 11(i), to consummate the transactions contemplated hereby; (ii) such executionhereby have been, and on the Closing Date the execution and delivery by VIA of the JV Transaction Agreements to which it will be a party and the consummation of the transactions contemplated thereby will have been been, duly authorized by all requisite corporate action by Buyer, and no other corporate proceedings are necessary therefor; (iii) this Option Agreement of VIA. VIA has been duly and validly executed and delivered this Agreement and represents on the Closing Date will have duly executed and delivered the other JV Transaction Agreements to which it will be a party. This Agreement is, and on the Closing Date each JV Transaction Agreement to which VIA is a party will be, a legal, valid and legally binding obligation of Buyer, VIA enforceable against Buyer it in accordance with its respective terms; and, except as may be limited by bankruptcy, insolvency, reorganization and similar Applicable Laws affecting creditors generally and by the availability of equitable remedies. Neither the execution and delivery of this Agreement or the JV Transaction Agreements, nor the consummation of the transactions contemplated hereby or thereby, is required to be approved by the stockholders of S3. The factual assumptions recited by S3's counsel in the opinion attached hereto as Exhibit 13 are true and correct in all material respects. (ivb) any Seller Common Stock or other securities acquired by Buyer upon exercise VIA is a corporation duly organized, validly existing and in good standing under the laws of the Option will not be taken jurisdiction of its incorporation, with a view full corporate power and authority to the public distribution thereof and will not be transferred or otherwise disposed of except in compliance with the Securities Act and applicable state lawcarry on its businesses.

Authorization, Etc. (a) Seller Company hereby represents and warrants to Buyer Parent that: (i) Seller Company has full corporate authority to execute and deliver this Option Agreement and, subject to Section 11(i), and to consummate the transactions contemplated hereby; (ii) such execution, delivery and consummation have been authorized by the Board of Directors of SellerCompany, and no other corporate proceedings are necessary therefor; (iii) this Option Agreement has been duly and validly executed and delivered and represents a valid and legally 3 binding obligation of SellerCompany, enforceable against Seller Company in accordance with its terms; and, except that enforceability may be limited by the Bankruptcy Exception and is subject to the Equity Exception; (iv) Seller Company has taken all necessary corporate action to authorize and reserve and, subject to Section 11(i), and permit it to issue and, at all times from the date hereof through the date of the exercise in full or the expiration or termination of the Option, shall have reserved for issuance upon exercise of the Option, 424,470 a number of shares of Seller Common Stock, Stock equal to 19.9% of the outstanding shares of Common Stock on the date hereof (as such number may be adjusted pursuant to Section 6 hereof or because of any increase in the number of outstanding shares of Common Stock after the date hereof) all of which, upon issuance pursuant hereto, shall be duly authorized, validly issued, fully paid and nonassessable, and shall be delivered free and clear of all claims, liens, encumbrances, restrictions (other than federal and state securities restrictions) and , security interests and not subject to any preemptive rights; and (v) except as otherwise required by the Antitrust Laws and other than any filings required under applicable securities and blue sky laws, the execution and delivery of this Option Agreement by Company and the consummation by it of the transactions contemplated hereby do not require the consent, waiver, approval or authorization of or any filing with any person or public authority and will not violate, result in a breach of or the acceleration of any obligation under, or constitute a default under, any provision of any charter or bylaw, indenture, mortgage, lien, lease, agreement, contract, instrument, order, law, rule, regulation, judgment, ordinance, or decree, or restriction by which Company or any of its Subsidiaries or any of their respective properties or assets is bound. (b) Buyer Parent hereby represents and warrants to Seller Company that: (i) Buyer Parent has full corporate authority to execute and deliver this Option Agreement and, subject to Section 11(i), and to consummate the transactions contemplated hereby; (ii) such execution, delivery and consummation have been authorized by all requisite corporate action by BuyerParent, and no other corporate proceedings are necessary therefor; (iii) this Option Agreement has been duly and validly executed and delivered and represents a valid and legally binding obligation of BuyerParent, enforceable against Buyer Parent in accordance with its terms; and, except that enforcement may be limited by the Bankruptcy Exception and is subject to the Equity Exception; (iv) any Seller Common Stock or other securities acquired by Buyer Parent upon exercise of the Option will not be taken with a view to the public distribution thereof and will not be transferred be (v) except as otherwise required by the Antitrust Laws and other than any filings required under applicable securities and blue sky laws, the execution and delivery of this Option Agreement by Parent and the consummation by it of the transactions contemplated hereby do not require the consent, waiver, approval or otherwise disposed authorization of except or any filing with any person or public authority and will not violate, result in compliance with a breach of or the Securities Act and applicable state acceleration of any obligation under, or constitute a default under, any provision of any charter or by- law, indenture, mortgage, lien, lease, agreement, contract, instrument, order, law, rule, regulation, judgment, ordinance, or decree, or restriction by which Parent or any of its Subsidiaries or any of their respective properties or assets is bound.

Authorization, Etc. (a) Seller hereby represents The Owners are the record and warrants to Buyer that: (i) Seller beneficial owners of all of the outstanding shares of capital stock or membership interests, as the case may be, in the Companies as set forth on EXHIBIT B hereto. Each Owner has full corporate legal right, power and authority to execute and deliver this Option Agreement and, subject to Section 11(i), to consummate the transactions contemplated hereby; (ii) such execution, delivery and consummation have been authorized by the Board of Directors of Seller, and no other corporate proceedings are necessary therefor; (iii) this Option Agreement has been duly and validly executed and delivered and represents a valid and legally binding obligation of Seller, enforceable against Seller in accordance with its terms; and (iv) Seller has taken all necessary corporate action to authorize and reserve and, subject to Section 11(i), permit it to issue and, at all times from the date hereof through the date each of the exercise in full or the expiration or termination Acquisition Documents and to perform all of the Option, shall have reserved for issuance upon exercise obligations of such Owner hereunder and thereunder. Each of the Option, 424,470 shares of Seller Common Stock, all of which, upon issuance pursuant hereto, shall be duly authorized, validly issued, fully paid and nonassessable, and shall be delivered free and clear of all claims, liens, encumbrances, restrictions (other than federal and state securities restrictions) and security interests and not subject to any preemptive rights. (b) Buyer hereby represents and warrants to Seller that: (i) Buyer Companies has full corporate legal right, power and authority to execute and deliver this Option Agreement and the Acquisition Documents, to perform its obligations hereunder and thereunder, and, subject to Section 11(iobtaining the consents disclosed on SCHEDULES 3.11(a), 3.11(b) AND 3.23 attached hereto, to consummate sell, assign, transfer, convey and deliver its Assets and its Doctor's Assets pursuant hereto and thereto. The Managers or Board of Directors, as the transactions contemplated hereby; (ii) such executioncase may be, of each of the Companies has taken, or will take before the Closing Date, all actions required by law, its respective Articles of Organization, Articles of Incorporation, Operating Agreement, By-Laws or other similar governing documents or otherwise to authorize the execution and delivery of this Agreement and consummation have been authorized by all requisite corporate action by Buyerthe other Acquisition Documents, and no other corporate proceedings are necessary therefor; (iii) this Option the performance of its obligations hereunder and thereunder. This Agreement has been duly and validly executed and delivered by the Companies and represents the Owners and upon the execution and delivery of the remaining Acquisition Documents by a valid duly authorized officer of each of the Companies and legally the Owners (with respect to each such document to which it is a party), the remaining Acquisition Documents will have been duly executed and delivered by each of the Companies and the Owners (with respect to each such document to which it is a party), and this Agreement is and such other Acquisition Documents will be, upon due execution and delivery thereof, the legal, valid, and binding obligation obligations of Buyer, each of the Companies and the Owners (with respect to each such document to which it is a party) enforceable against Buyer in accordance with its each of them according to their terms; and (iv) any Seller Common Stock or other securities acquired by Buyer upon exercise of the Option will not be taken with a view to the public distribution thereof and will not be transferred or otherwise disposed of except in compliance with the Securities Act and applicable state law.