Common use of Non-Contravention Clause in Contracts

Non-Contravention. Except as disclosed in Section 4.5 of FMFK Disclosure Schedule, the execution, delivery and performance by FMFK and MERGER SUB of this Agreement and its obligations hereunder and the consummation by FMFK of the transactions contemplated hereby do not and will not (a) violate, contravene or conflict with the certificate of incorporation or bylaws of FMFK or MERGER SUB, (b) violate, contravene or conflict with or constitute a violation of any provision of any law, regulation, judgment, injunction, order or decree binding upon or applicable to FMFK or any of its Subsidiaries, including MERGER SUB, (c) constitute a default under or give rise to a right of termination, cancellation or acceleration of any right or obligation of FMFK or any of its Subsidiaries, including MERGER SUB, or to a loss of any benefit to which FMFK or any of its Subsidiaries is entitled under any provision of any agreement, contract or other instrument binding upon FMFK or any of its Subsidiaries (the "FMFK Agreements") or any license, franchise, lease, permit or other similar authorization held by FMFK or any of its Subsidiaries, or (d) result in the creation or imposition of any Lien on any asset of FMFK or any of its Subsidiaries. For purposes of this Agreement, "Lien" means any mortgage, lien, pledge, hypothecate, charge, security interest or encumbrance of any kind in respect of such asset other than any such mortgage, lien, pledge, charge, security interest or encumbrance (i) for Taxes (as defined in Section 4.13 hereof) not yet due or being contested in good faith (and for which adequate accruals or reserves have been established on FMFK Balance Sheet (as such term is defined in Section 4.9 hereof), as the case may be); (ii) which is a carriers', warehousemen's, mechanics', materialmen's, repairmen's or other like lien arising in the ordinary course of business; (iii) statutory or common law liens to secure obligations to landlords, lessors or renters under leases or rental agreements confined to the premises rented or (iv) deposits or pledges made in connection with, or to secure payment of, workers' compensation, unemployment insurance, or other social security programs mandated under laws applicable to FMFK. Except as disclosed in Section 4.5 of FMFK Disclosure Schedule, neither FMFK nor any Subsidiary of FMFK is a party to any agreement that expressly limits the ability of FMFK or any Subsidiary of FMFK, or would limit OLYMPIC or any Subsidiary of OLYMPIC after the Effective Time, to compete in or conduct any line of business or compete with any Person or in any geographic area or during any period of time.

Non-Contravention. Except as disclosed in Section 4.5 of FMFK Disclosure Schedule, the execution, The execution and delivery and performance by FMFK and MERGER SUB of this Agreement and its obligations hereunder by the Company does not, and the consummation by FMFK of the transactions contemplated hereby do not and will not (a) violatenot, contravene violate or conflict with the certificate of incorporation or bylaws of FMFK or MERGER SUB, (b) violate, contravene or conflict with or constitute result in a violation breach of any provision of any lawof, regulation, judgment, injunction, order or decree binding upon or applicable to FMFK or any of its Subsidiaries, including MERGER SUB, (c) constitute a material default under (with or give rise to without notice or lapse of time or both) under, result in the termination or modification of, accelerate the performance required by, result in a right of termination, cancellation or acceleration of any right obligation or obligation the loss of FMFK or any of its Subsidiaries, including MERGER SUBa benefit under, or to a loss of any benefit to which FMFK or any of its Subsidiaries is entitled under any provision of any agreement, contract or other instrument binding upon FMFK or any of its Subsidiaries (the "FMFK Agreements") or any license, franchise, lease, permit or other similar authorization held by FMFK or any of its Subsidiaries, or (d) result in the creation or imposition of any Lien on upon any asset of FMFK the properties or assets of the Company or any of its Subsidiaries. For purposes of this Agreement, "Lien" means any mortgage, lien, pledge, hypothecate, charge, security interest the Company Subsidiaries or encumbrance of any kind in respect of such asset other than Company Joint Ventures (any such mortgageviolation, lienbreach, pledgedefault, chargeright of termination, security interest modification, cancellation or encumbrance acceleration, loss or creation is referred to herein as a “Violation” with respect to the Company and such term when used in Article V has a correlative meaning with respect to the Parent) pursuant to any provisions of (i) any debt instruments relating to outstanding indebtedness for Taxes borrowed money in amounts in excess of $25 million, the articles of incorporation, by-laws or similar governing documents of the Company or any of the Company Subsidiaries or Company Joint Ventures, (ii) preferred stock and preference stock of any Company Subsidiary or Company Joint Venture, (iii) subject to obtaining the Company Required Statutory Approvals and the receipt of the Company Shareholders’ Approval, any order, judgment, injunction, award, decree or writ handed down, adopted or imposed by, including any consent decree, settlement agreement or similar written agreement with, any Governmental Authority (as defined in Section 4.13 hereof4.4(c)) not yet due or being contested in good faith (and for which adequate accruals or reserves have been established on FMFK Balance Sheet (as such term is defined in Section 4.9 hereofeach, an “Order”), as the case may be); (ii) which is a carriers'authorization, warehousemen'slicense, mechanics'consent, materialmen'scertificate, repairmen's registration, approval or other like lien arising in the ordinary course permit of business; any Governmental Authority (iiieach, a “Permit”) statutory or common law liens to secure obligations to landlords, lessors or renters under leases or rental agreements confined Law applicable to the premises rented Company or any of the Company Subsidiaries or Company Joint Ventures or any of their respective properties or assets or (iv) deposits subject to obtaining the third-party consents set forth in Section 4.4(b)(iv) of the Company Disclosure Letter (the “Company Required Consents”), any Material Contract (as defined in Section 4.16(b)) or pledges made in connection withmaterial note, or to secure payment ofbond, workers' compensationmortgage, unemployment insuranceindenture, deed of trust, license, franchise, permit, concession, contract, lease or other social security programs mandated under laws applicable instrument, obligation or agreement of any kind (collectively, “Contracts”) to FMFK. Except as disclosed in Section 4.5 which the Company or any of FMFK Disclosure Schedule, neither FMFK nor any Subsidiary of FMFK the Company Subsidiaries or Company Joint Ventures is a party to any agreement that expressly limits the ability of FMFK or by which they or any Subsidiary of FMFKtheir respective properties or assets may be bound or affected, except in the case of clauses (iii) or would limit OLYMPIC or (iv) for any Subsidiary of OLYMPIC after the Effective Timesuch Violation which, to compete in or conduct any line of business or compete with any Person individually or in any geographic area the aggregate, would not reasonably be expected to result in a Company Material Adverse Effect or during any period to prevent, materially delay or materially impair the consummation of timethe transactions contemplated by this Agreement.

Non-Contravention. Except as disclosed in Section 4.5 The execution, delivery and performance by AstraZeneca of FMFK Disclosure Schedule, this Agreement and each Ancillary Agreement to which it is a party and the execution, delivery and performance by FMFK and MERGER SUB each Affiliate of this AstraZeneca of each Ancillary Agreement and its obligations hereunder and the consummation by FMFK of the transactions contemplated hereby to which such Affiliate is a party do not and will not (a) violate, contravene or conflict with violate the certificate of incorporation or bylaws or comparable organizational documents of FMFK AstraZeneca or MERGER SUBsuch Affiliate, as applicable, (b) violate, contravene or conflict with or constitute a violation of violate any provision of any law, regulation, judgment, injunction, order or decree binding upon or Law applicable to FMFK AstraZeneca or any of its Subsidiariessuch Affiliate, including MERGER SUBas applicable, the Product Business, the Purchased Assets, the APA Licensed Intellectual Property or the Licensed Regulatory Documentation or (c) subject to obtaining the consents referred to in Section 3.1.5(d), (i) violate, breach or constitute a default under or give rise result in the termination of any Contract to which AstraZeneca or such Affiliate is a party or to which the Purchased Assets, the APA Licensed Intellectual Property or the Licensed Regulatory Documentation is subject, including any no shop or exclusivity agreement or any option, right of terminationfirst refusal, cancellation right of first offer, right of first negotiation or acceleration of any right or obligation of FMFK or any of its Subsidiariessimilar right, including MERGER SUB, or to a loss of any benefit to which FMFK or any of its Subsidiaries is entitled under any provision of any agreement, contract or other instrument binding upon FMFK or any of its Subsidiaries (the "FMFK Agreements") or any license, franchise, lease, permit or other similar authorization held by FMFK or any of its Subsidiaries, or (dii) result in the creation of any Encumbrance upon any Purchased Asset other than Permitted Encumbrances or the imposition of any Lien other contractual restrictions on the use of the Purchased Assets or the conduct of the Product Business or (iii) terminate, amend or modify or give any asset Person the right to terminate, accelerate, amend or modify, abandon or refuse to perform any Purchased Contract (except to the extent that the assignment of FMFK a Purchased Contract to Horizon itself constitutes an amendment or modification), or (iv) violate any order or judgment of a Governmental Authority to which AstraZeneca or any of its Subsidiaries. For purposes Affiliates is subject relating to the Product Business, the Purchased Assets, the APA Licensed Intellectual Property or the Licensed Regulatory Documentation, except, in the case of this Agreement, "Lien" means any mortgage, lien, pledge, hypothecate, charge, security interest or encumbrance of any kind in respect of such asset other than any such mortgage, lien, pledge, charge, security interest or encumbrance the foregoing clauses (ib) for Taxes and (as defined in Section 4.13 hereof) not yet due or being contested in good faith (and for which adequate accruals or reserves have been established on FMFK Balance Sheet (as such term is defined in Section 4.9 hereofc), for such violations, breaches, defaults, terminations, amendments, modifications, losses of rights, abandonments or refusals to perform that would not reasonably be expected to materially affect the Product Business, taken as the case may be); (ii) which is a carriers', warehousemen's, mechanics', materialmen's, repairmen's or other like lien arising in the ordinary course of business; (iii) statutory or common law liens to secure obligations to landlords, lessors or renters under leases or rental agreements confined to the premises rented or (iv) deposits or pledges made in connection with, or to secure payment of, workers' compensation, unemployment insurance, or other social security programs mandated under laws applicable to FMFK. Except as disclosed in Section 4.5 of FMFK Disclosure Schedule, neither FMFK nor any Subsidiary of FMFK is a party to any agreement that expressly limits the ability of FMFK or any Subsidiary of FMFK, or would limit OLYMPIC or any Subsidiary of OLYMPIC after the Effective Time, to compete in or conduct any line of business or compete with any Person or in any geographic area or during any period of timewhole.

Non-Contravention. Except The execution and delivery by the Company (or any other LLP Company, as disclosed in Section 4.5 of FMFK Disclosure Schedule, the execution, delivery and performance by FMFK and MERGER SUB applicable) of this Agreement and its obligations hereunder each Ancillary Document to which any LLP Company is or is required to be a party or otherwise bound, and the consummation by FMFK any LLP Company of the transactions contemplated hereby do not Transactions and compliance by any LLP Company with any of the provisions hereof and thereof, will not (a) violate, contravene or conflict with the certificate or violate any provision of incorporation or bylaws of FMFK or MERGER SUBany LLP Company’s Organizational Documents, (b) violatesubject to obtaining the Consents from Governmental Authorities referred to in Section 4.5 hereof, contravene the waiting periods referred to therein having expired, and any condition precedent to such Consent or waiver having been satisfied, conflict with or constitute a violation of violate any provision of any lawLaw, regulation, judgment, injunction, order Order or decree binding upon or Consent applicable to FMFK any LLP Company or any of its Subsidiariesproperties or assets, including MERGER SUBor (c) (i) violate, conflict with or result in a breach of, (cii) constitute a default under (or an event which, with notice or lapse of time or both, would constitute a default) under, (iii) result in the termination, withdrawal, suspension, cancellation or modification of, (iv) accelerate the performance required by any LLP Company under, (v) result in a right of termination or acceleration under, (vi) give rise to a right of terminationany obligation to make payments or provide compensation under, cancellation or acceleration of any right or obligation of FMFK or any of its Subsidiaries, including MERGER SUB, or to a loss of any benefit to which FMFK or any of its Subsidiaries is entitled under any provision of any agreement, contract or other instrument binding upon FMFK or any of its Subsidiaries (the "FMFK Agreements") or any license, franchise, lease, permit or other similar authorization held by FMFK or any of its Subsidiaries, or (dvii) result in the creation or imposition of any Lien on any asset of FMFK or upon any of its Subsidiaries. For purposes of this Agreement, "Lien" means any mortgage, lien, pledge, hypothecate, charge, security interest the properties or encumbrance assets of any kind LLP Company under, (viii) give rise to any obligation to obtain any third party Consent or provide any notice to any Person or (ix) give any Person the right to declare a default, exercise any remedy, claim a rebate, chargeback, penalty or change in respect delivery schedule, accelerate the maturity or performance, cancel, terminate or modify any right, benefit, obligation or other term under, any of such asset other than the terms, conditions or provisions of any such mortgageCompany Material Contract, lien, pledge, charge, security interest or encumbrance except in cases of clauses (ib) for Taxes and (as defined in Section 4.13 hereof) not yet due or being contested in good faith (and for which adequate accruals or reserves have been established on FMFK Balance Sheet (as such term is defined in Section 4.9 hereofc), as the case may be); (ii) which is a carriers', warehousemen's, mechanics', materialmen's, repairmen's would not individually or other like lien arising in the ordinary course of business; (iii) statutory or common law liens aggregate reasonably be expected to secure obligations to landlords, lessors or renters under leases or rental agreements confined be material to the premises rented or (iv) deposits or pledges made in connection withLLP Companies, taken as a whole, or to secure payment of, workers' compensation, unemployment insurance, or other social security programs mandated under laws applicable to FMFK. Except as disclosed in Section 4.5 of FMFK Disclosure Schedule, neither FMFK nor any Subsidiary of FMFK is a party to any agreement that expressly limits the ability of FMFK the Company to perform its obligations under this Agreement or any Subsidiary of FMFK, the Ancillary Documents to which it is or would limit OLYMPIC required to be a party or any Subsidiary of OLYMPIC after the Effective Time, to compete in or conduct any line of business or compete with any Person or in any geographic area or during any period of timeotherwise bound.

Non-Contravention. Except as disclosed in Section 4.5 The execution and delivery by each of FMFK Disclosure Schedule, the execution, delivery Pubco and performance by FMFK and MERGER SUB Merger Sub of this Agreement and its obligations hereunder and each Ancillary Document to which it is a party, the consummation by FMFK each of Pubco and Merger Sub of the transactions contemplated hereby do not and thereby, and compliance by each of Pubco and Merger Sub with any of the provisions hereof and thereof, will not (a) violatesubject to the filing of the Amended Purchaser Charter, contravene or conflict with or violate any provision of the certificate Organisational Documents of incorporation or bylaws each of FMFK or MERGER SUBPubco and Merger Sub, (b) violatesubject to obtaining the Consents from Governmental Authorities referred to in Section 5.3 hereof, contravene and the waiting periods referred to therein having expired, and any condition precedent to such Consent or waiver having been satisfied, conflict with or constitute a violation of violate any provision of any lawLaw, regulation, judgment, injunction, order Order or decree binding upon or Consent applicable to FMFK each of Pubco and Merger Sub or any of its SubsidiariesPubco’s or Merger Sub’s properties or assets, including MERGER SUBor (c) (i) violate, conflict with or result in a breach of, (cii) constitute a default under (or an event which, with notice or lapse of time or both, would constitute a default) under, (iii) result in the termination, withdrawal, suspension, cancellation or modification of, (iv) accelerate the performance required by each of Pubco and Merger Sub under, (v) result in a right of termination or acceleration under, (vi) give rise to a right of terminationany obligation to make payments or provide compensation under, cancellation or acceleration of any right or obligation of FMFK or any of its Subsidiaries, including MERGER SUB, or to a loss of any benefit to which FMFK or any of its Subsidiaries is entitled under any provision of any agreement, contract or other instrument binding upon FMFK or any of its Subsidiaries (the "FMFK Agreements") or any license, franchise, lease, permit or other similar authorization held by FMFK or any of its Subsidiaries, or (dvii) result in the creation or imposition of any Lien on any asset of FMFK or (other than a Permitted Lien) upon any of its Subsidiaries. For purposes the properties or assets of this Agreementeach of Pubco and Merger Sub under, "Lien" means (viii) give rise to any mortgageobligation to obtain any third party Consent or provide any notice to any Person, lienor (ix) give any Person the right to declare a default, pledgeexercise any remedy, hypothecateclaim a rebate, chargechargeback, security interest penalty or encumbrance change in delivery schedule, accelerate the maturity or performance, cancel, terminate or modify any right, benefit, obligation or other term under, any of the terms, conditions or provisions of, any kind in respect material Contract of such asset other than each of Pubco and Merger Sub, except for any such mortgage, lien, pledge, charge, security interest deviations from any of the foregoing clauses (b) or encumbrance (ic) for Taxes that would not reasonably be expected to have a Material Adverse Effect on each of Pubco and Merger Sub (as defined in Section 4.13 hereof) not yet due or being contested in good faith (and for which adequate accruals or reserves have been established on FMFK Balance Sheet (as such term is defined in Section 4.9 hereofapplicable), as the case may be); (ii) which is a carriers', warehousemen's, mechanics', materialmen's, repairmen's or other like lien arising in the ordinary course of business; (iii) statutory or common law liens to secure obligations to landlords, lessors or renters under leases or rental agreements confined to the premises rented or (iv) deposits or pledges made in connection with, or to secure payment of, workers' compensation, unemployment insurance, or other social security programs mandated under laws applicable to FMFK. Except as disclosed in Section 4.5 of FMFK Disclosure Schedule, neither FMFK nor any Subsidiary of FMFK is a party to any agreement that expressly limits the ability of FMFK or any Subsidiary of FMFK, or would limit OLYMPIC or any Subsidiary of OLYMPIC after the Effective Time, to compete in or conduct any line of business or compete with any Person or in any geographic area or during any period of time.

Non-Contravention. Except as disclosed in Section 4.5 of FMFK Disclosure Schedule, the The execution, delivery and performance by FMFK and MERGER SUB each of the Seller Parties of this Agreement and its obligations hereunder each of the Ancillary Agreements to which it is a party, and the consummation by FMFK the Seller Parties of the transactions contemplated hereby by this Agreement and each of the Ancillary Agreements to which it is a party, do not and will not not, with or without the giving of notice, the lapse of time or both, (a) violate, contravene or conflict with or violate any provision of the certificate Organizational Documents of incorporation or bylaws of FMFK or MERGER SUBany Transferred Entity, (b) violateassuming the receipt of all consents, contravene approvals, waivers and authorizations and the making of the notices and filings (i) referred to in Section 4.3 or (ii) required to be received or made by the Seller Parties, as contemplated by Section 3.5 and Section 3.6, conflict with with, or result in the breach of, or constitute a violation of any provision of any lawdefault under, regulation, judgment, injunction, order or decree binding upon or applicable to FMFK or any of its Subsidiaries, including MERGER SUB, (c) constitute a default under or give rise to a right of result in the termination, cancellation Encumbrance, vesting, cancellation, modification or acceleration of any right or obligation of FMFK or any of its Subsidiaries, including MERGER SUBTransferred Entity under, or to result in a loss of any benefit to which FMFK any Transferred Entity or the PCB Business is entitled under, any Contract, Benefit and Compensation Arrangement or other agreement or instrument binding upon any Transferred Entity or to which the property of any Transferred Entity is subject, or result in any penalty or other payment by any Transferred Entity, or (c) assuming the receipt of all consents, approvals, waivers and authorizations and the making of notices and filings (i) referred to in Section 4.3 or (ii) required to be received or made by the Seller Parties or by the Buyer Parties or any of its Subsidiaries is entitled their respective Affiliates, violate or result in a breach of or constitute a default under any provision Law to which any Transferred Entity is subject or under any Permit of any agreementTransferred Entity that is primarily related to the PCB Business, contract or other instrument binding upon FMFK or any of its Subsidiaries (the "FMFK Agreements") or any licensethan, franchise, lease, permit or other similar authorization held by FMFK or any of its Subsidiaries, or (d) result in the creation or imposition case of any Lien on any asset of FMFK or any of its Subsidiaries. For purposes of this Agreement, "Lien" means any mortgage, lien, pledge, hypothecate, charge, security interest or encumbrance of any kind in respect of such asset other than any such mortgage, lien, pledge, charge, security interest or encumbrance clauses (ib) for Taxes and (as defined in Section 4.13 hereof) not yet due or being contested in good faith (and for which adequate accruals or reserves have been established on FMFK Balance Sheet (as such term is defined in Section 4.9 hereofc), as the case may be); (ii) which is a carriers'any conflict, warehousemen'sbreach, mechanics'default, materialmen'stermination, repairmen's Encumbrance, vesting, cancellation, modification, acceleration or other like lien arising loss that would not, individually or in the ordinary course of business; (iii) statutory or common law liens to secure obligations to landlordsaggregate, lessors or renters under leases or rental agreements confined to the premises rented or (iv) deposits or pledges made in connection with, or to secure payment of, workers' compensation, unemployment insurance, or other social security programs mandated under laws applicable to FMFK. Except as disclosed in Section 4.5 of FMFK Disclosure Schedule, neither FMFK nor any Subsidiary of FMFK is have a party to any agreement that expressly limits the ability of FMFK or any Subsidiary of FMFK, or would limit OLYMPIC or any Subsidiary of OLYMPIC after the Effective Time, to compete in or conduct any line of business or compete with any Person or in any geographic area or during any period of timeMaterial Adverse Effect.

Non-Contravention. Except as disclosed in Section 4.5 of FMFK Disclosure Schedule, the execution, The execution and delivery and performance by FMFK and MERGER SUB of this Agreement by each of Trident, Fountain, AcquisitionCo and Merger Sub, the execution and delivery of the Separation Agreement by each of Trident and Fountain and the execution of each Ancillary Agreement by Trident and any of its obligations hereunder Subsidiaries contemplated to be a party thereto does not or will not (as applicable), and the consummation by FMFK of the transactions contemplated hereby do not Transactions by each of Trident, Fountain, AcquisitionCo and Merger Sub (assuming receipt of the Trident Shareholder Approval) will not (awith or without notice or lapse of time or both), (i) violate or conflict with any provision of the Organizational Documents of Trident, Fountain, AcquisitionCo or Merger Sub or any of Trident’s Subsidiaries contemplated to be a party to any Ancillary Agreement, (ii) subject to obtaining the Trident Regulatory Approvals, violate or conflict with any Laws or Orders applicable to Trident, Fountain, AcquisitionCo or Merger Sub or any of Trident’s Subsidiaries contemplated to be a party to any Ancillary Agreement or any of their respective Assets, rights or properties or (iii) violate, contravene or conflict with the certificate of incorporation or bylaws of FMFK or MERGER SUB, (b) violate, contravene or conflict with or constitute result in a violation breach of any provision of any lawof, regulation, judgment, injunction, order or decree binding upon or applicable to FMFK or any of its Subsidiaries, including MERGER SUB, (c) constitute a default under, or trigger any obligation to repurchase, redeem or otherwise retire indebtedness under, or result in the termination of, loss of a benefit under or give rise to accelerate the performance required by, or result in a right of termination, cancellation cancellation, guaranteed payment or acceleration of any right or obligation of FMFK or any of its Subsidiaries, including MERGER SUBunder, or to a loss of any benefit to which FMFK or any of its Subsidiaries is entitled under any provision of any agreement, contract or other instrument binding upon FMFK or any of its Subsidiaries (the "FMFK Agreements") or any license, franchise, lease, permit or other similar authorization held by FMFK or any of its Subsidiaries, or (d) result in the creation or imposition of any Lien on Security Interest upon any asset of FMFK the properties, rights or Assets of Trident, Fountain, AcquisitionCo or Merger Sub or any of its Subsidiaries. For purposes of this Agreement, "Lien" means any mortgage, lien, pledge, hypothecate, charge, security interest or encumbrance of any kind in respect of such asset other than any such mortgage, lien, pledge, charge, security interest or encumbrance (i) for Taxes (as defined in Section 4.13 hereof) not yet due or being contested in good faith (and for which adequate accruals or reserves have been established on FMFK Balance Sheet (as such term is defined in Section 4.9 hereof), as the case may be); (ii) which is a carriers', warehousemen's, mechanics', materialmen's, repairmen's or other like lien arising in the ordinary course of business; (iii) statutory or common law liens Trident’s Subsidiaries contemplated to secure obligations to landlords, lessors or renters under leases or rental agreements confined to the premises rented or (iv) deposits or pledges made in connection with, or to secure payment of, workers' compensation, unemployment insurance, or other social security programs mandated under laws applicable to FMFK. Except as disclosed in Section 4.5 of FMFK Disclosure Schedule, neither FMFK nor any Subsidiary of FMFK is be a party to any agreement that expressly limits Ancillary Agreement pursuant to any provisions of, any Permit or Contract (including the ability of FMFK Fountain Material Contracts) to which Trident, Fountain, AcquisitionCo or Merger Sub or any Subsidiary of FMFKTrident’s Subsidiaries contemplated to be a party to any Ancillary Agreement is now a party or by which they or any of their Assets, rights or properties may be bound or have any rights under, or trigger any buy-sell or similar agreements, except, in the case of clauses (ii) and (iii) above for any breach, violation, termination, loss, default, acceleration, change, conflict, triggering of obligation or Security Interest that would limit OLYMPIC or any Subsidiary of OLYMPIC after the Effective Timenot reasonably be expected to have, to compete in or conduct any line of business or compete with any Person individually or in any geographic area or during any period of timethe aggregate, a Fountain Business MAE.

Non-Contravention. Except as disclosed in Section 4.5 of FMFK Disclosure Schedule, the execution, The execution and delivery and performance by FMFK and MERGER SUB of this Agreement by Parent and its obligations hereunder Merger Sub do not, and the consummation by FMFK of the Offer, the Merger and the other transactions contemplated hereby do not and by this Agreement will not not, conflict with, or result in any violation or breach of, or default (a) violate, contravene or conflict with the certificate of incorporation or bylaws of FMFK or MERGER SUB, (b) violate, contravene or conflict with or constitute a violation without notice or lapse of any provision of any lawtime, regulationor both) under, judgment, injunction, order or decree binding upon or applicable to FMFK or any of its Subsidiaries, including MERGER SUB, (c) constitute a default under or give rise to a right of termination, cancellation or acceleration of any right obligation or obligation to the loss of FMFK or any of its Subsidiaries, including MERGER SUBa benefit under, or to a loss of any benefit to which FMFK or any of its Subsidiaries is entitled under any provision of any agreement, contract or other instrument binding upon FMFK or any of its Subsidiaries (the "FMFK Agreements") or any license, franchise, lease, permit or other similar authorization held by FMFK or any of its Subsidiaries, or (d) result in the creation or imposition of any Lien on upon any asset of FMFK the properties, rights or assets of Parent or Merger Sub under, any provision of (a) the certificate of incorporation or bylaws of Parent or the certificate of incorporation or bylaws of Merger Sub or (b) subject to the filings and other matters referred to in the immediately following sentence, (i) any Contract to which Parent or Merger Sub or any of its Subsidiariestheir respective Subsidiaries is a party or by which any of their respective properties, rights or assets is bound or (ii) any Law or Judgment, in each case applicable to Parent or Merger Sub or any of their respective Subsidiaries or any of their respective properties, rights or assets, other than, in the case of this clause (b), any such conflicts, violations, breaches, defaults, rights, obligations, losses or Liens, or any such consent, waiver or approval the failure of which to be obtained, have not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. For purposes No Governmental Authorization of, by or with (as applicable), or notice to, any Governmental Authority is required to be obtained or made by or with respect to Parent or Merger Sub or any of their respective Subsidiaries in connection with the execution and delivery of this Agreement by Parent and Merger Sub or the consummation by Parent and Merger Sub of the Offer, the Merger or the other transactions contemplated by this Agreement, "Lien" means any mortgageexcept for (w) the filing of a premerger notification and report form by Parent under the HSR Act, lienand the filings and receipt, pledgetermination or expiration, hypothecateas applicable, charge, security interest or encumbrance of any kind in respect of such asset other than approvals or waiting periods as may be required under any Foreign Merger Control Laws, (x) the filing with the SEC of the Offer Documents, (y) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware and (z) such mortgageother Governmental Authorizations and notices the failure of which to be obtained or made have not had and would not reasonably be expected to have, lien, pledge, charge, security interest individually or encumbrance (i) for Taxes (as defined in Section 4.13 hereof) not yet due or being contested in good faith (and for which adequate accruals or reserves have been established on FMFK Balance Sheet (as such term is defined in Section 4.9 hereof), as the case may be); (ii) which is a carriers', warehousemen's, mechanics', materialmen's, repairmen's or other like lien arising in the ordinary course of business; (iii) statutory or common law liens to secure obligations to landlordsaggregate, lessors or renters under leases or rental agreements confined to the premises rented or (iv) deposits or pledges made in connection with, or to secure payment of, workers' compensation, unemployment insurance, or other social security programs mandated under laws applicable to FMFK. Except as disclosed in Section 4.5 of FMFK Disclosure Schedule, neither FMFK nor any Subsidiary of FMFK is a party to any agreement that expressly limits the ability of FMFK or any Subsidiary of FMFK, or would limit OLYMPIC or any Subsidiary of OLYMPIC after the Effective Time, to compete in or conduct any line of business or compete with any Person or in any geographic area or during any period of timeParent Material Adverse Effect.

Non-Contravention. Except as disclosed in Section 4.5 of FMFK Disclosure Schedule, the execution, The execution and delivery and performance by FMFK and MERGER SUB Buyer of this Agreement and its obligations hereunder and Agreement, the consummation by FMFK Buyer of the transactions contemplated hereby do not hereby, and will not compliance by Buyer with any of the provisions hereof shall not: (a) violate, contravene or conflict with the certificate or violate any provision of incorporation or bylaws of FMFK or MERGER SUB, Buyer’s Organizational Documents; (b) violatesubject to obtaining the consents from Governmental Authorities referred to in Section 4.3 and any condition precedent to such consent or waiver having been satisfied, contravene or conflict with or constitute a violation of any provision of violate any law, regulation, judgment, injunction, order Governmental Order or decree binding upon or consent applicable to FMFK Buyer or any of its Subsidiariesproperties or assets; (c) as of the date of this Agreement (i) violate, including MERGER SUBconflict with or result in a breach of, (cii) constitute a default under (or an event which, with notice or lapse of time or both, would constitute a default) under, (iii) result in the termination, withdrawal, suspension, cancellation or modification of, (iv) accelerate the performance required by Buyer under, (v) result in a right of termination or acceleration under, (vi) give rise to a right of terminationany obligation to make payments or provide compensation under, cancellation or acceleration (vii) result in the creation of any right or obligation Lien (other than transfer restrictions under applicable securities laws and the applicable Organizational Documents of FMFK or Buyer) upon any of its Subsidiariesthe properties or assets of Buyer under, including MERGER SUB(viii) give rise to any obligation to obtain any third party consent or provide any notice to any Person or (ix) give any Person the right to declare a default, exercise any remedy, claim a rebate, chargeback, penalty or to a loss of change in delivery schedule, accelerate the maturity or performance, cancel, terminate or modify any benefit to which FMFK right, benefit, obligation or other term under, any of its Subsidiaries is entitled under the terms, conditions or provisions of, any provision Contract of any agreement, contract or other instrument binding upon FMFK or any of its Subsidiaries (the "FMFK Agreements") or any license, franchise, lease, permit or other similar authorization held by FMFK or any of its Subsidiaries, Buyer; or (d) result in the creation or imposition of any Lien on upon any asset properties or assets of FMFK or Buyer, except for any deviations from any of its Subsidiaries. For purposes of the foregoing clauses (b) or (c) that has not been and would not reasonably be expected to be, individually or in the aggregate material to Buyer or prevent Buyer to consummate the transactions contemplated by this Agreement, "Lien" means any mortgage, lien, pledge, hypothecate, charge, security interest or encumbrance of any kind in respect of such asset other than any such mortgage, lien, pledge, charge, security interest or encumbrance (i) for Taxes (as defined in Section 4.13 hereof) not yet due or being contested in good faith (and for which adequate accruals or reserves have been established on FMFK Balance Sheet (as such term is defined in Section 4.9 hereof), as the case may be); (ii) which is a carriers', warehousemen's, mechanics', materialmen's, repairmen's or other like lien arising in the ordinary course of business; (iii) statutory or common law liens to secure obligations to landlords, lessors or renters under leases or rental agreements confined to the premises rented or (iv) deposits or pledges made in connection with, or to secure payment of, workers' compensation, unemployment insurance, or other social security programs mandated under laws applicable to FMFK. Except as disclosed in Section 4.5 of FMFK Disclosure Schedule, neither FMFK nor any Subsidiary of FMFK is a party to any agreement that expressly limits the ability of FMFK or any Subsidiary of FMFK, or would limit OLYMPIC or any Subsidiary of OLYMPIC after the Effective Time, to compete in or conduct any line of business or compete with any Person or in any geographic area or during any period of time.

Non-Contravention. Except as disclosed in Section 4.5 of FMFK Disclosure Schedule, The execution and delivery by the execution, delivery and performance by FMFK and MERGER SUB Company of this Agreement or any of the Ancillary Agreements to which it is, or is specified to be, a party, the performance by the Company of its covenants and its obligations hereunder and thereunder and the consummation by FMFK the Company of the transactions contemplated hereby and thereby do not and will not (aA) violate(i) contravene, contravene violate or conflict with or result in the certificate breach of incorporation or bylaws constitute a default (or an event which with notice or lapse of FMFK time or MERGER SUBboth would become a default) under, (ii) result in the termination of, or accelerate the performance required by, or result in a right of termination or acceleration or a right to challenge the transactions contemplated hereby under, (iii) result in a loss of a material benefit under, (iv) give rise to increased, additional, accelerated or guaranteed rights or entitlements of any Person under, (a) the Charter Documents of the Company, (b) violatethe charter, contravene bylaws or conflict with or constitute a violation other constituent documents of any provision of the Company’s Subsidiaries, (c) subject to obtaining the Approvals in respect of the Contracts set forth in Section 3.4 of the Company Disclosure Letter, any Material Contract, or (d) assuming the Approvals in respect of the Contracts set forth in Section 3.4 of the Company Disclosure Letter and the Approvals referred to in Section 3.5 of this Agreement are obtained or made and subject to obtaining the Company Shareholder Approval (assuming the accuracy of the representations and warranties in Section 4.7 below), any Law or Order applicable to the Company or any of its Subsidiaries or by which any of their properties or assets are bound, or (B) subject to obtaining the Approvals in respect of the Contracts set forth in Section 3.4 of the Company Disclosure Letter, result in the creation of any law, regulation, judgment, injunction, order Lien (other than Permitted Liens) upon any of the properties or decree binding upon or applicable to FMFK assets of the Company or any of its Subsidiaries, including MERGER SUBexcept in the case of each of clauses (A)(b), (cA)(c), (A)(d) constitute a default under and (B) above, for such violations, conflicts, defaults, terminations, accelerations or give rise Liens which have not had and would not reasonably be expected to a right of terminationhave, cancellation individually or acceleration of any right or obligation of FMFK or any of its Subsidiaries, including MERGER SUB, or to a loss of any benefit to which FMFK or any of its Subsidiaries is entitled under any provision of any agreement, contract or other instrument binding upon FMFK or any of its Subsidiaries (the "FMFK Agreements") or any license, franchise, lease, permit or other similar authorization held by FMFK or any of its Subsidiaries, or (d) result in the creation or imposition of any Lien on any asset of FMFK or any of its Subsidiaries. For purposes of this Agreementaggregate, "Lien" means any mortgage, lien, pledge, hypothecate, charge, security interest or encumbrance of any kind in respect of such asset other than any such mortgage, lien, pledge, charge, security interest or encumbrance (i) for Taxes (as defined in Section 4.13 hereof) not yet due or being contested in good faith (and for which adequate accruals or reserves have been established on FMFK Balance Sheet (as such term is defined in Section 4.9 hereof), as the case may be); (ii) which is a carriers', warehousemen's, mechanics', materialmen's, repairmen's or other like lien arising in the ordinary course of business; (iii) statutory or common law liens to secure obligations to landlords, lessors or renters under leases or rental agreements confined to the premises rented or (iv) deposits or pledges made in connection with, or to secure payment of, workers' compensation, unemployment insurance, or other social security programs mandated under laws applicable to FMFK. Except as disclosed in Section 4.5 of FMFK Disclosure Schedule, neither FMFK nor any Subsidiary of FMFK is a party to any agreement that expressly limits the ability of FMFK or any Subsidiary of FMFK, or would limit OLYMPIC or any Subsidiary of OLYMPIC after the Effective Time, to compete in or conduct any line of business or compete with any Person or in any geographic area or during any period of timeCompany Material Adverse Effect.

Non-Contravention. Except as disclosed in Section 4.5 of FMFK Disclosure Schedule, the The execution, delivery and performance by FMFK Seller and MERGER SUB each Selling Subsidiary of this Agreement and its obligations hereunder the Ancillary Agreements to which it is (or will be) a party, and the consummation by FMFK of the transactions contemplated hereby and thereby, do not and will not (a) violateviolate any provision of the Organizational Documents of Seller or any Selling Subsidiary, contravene or conflict with the certificate of incorporation or bylaws of FMFK or MERGER SUBas applicable, (b) violateassuming the receipt of all Regulatory Approvals and the consents, contravene approvals, waivers and authorizations set forth on Schedule 3.5 (the “Seller Non-Governmental Consents”), conflict with, or conflict with result in the breach of, or constitute a violation of any provision of any lawdefault under, regulation, judgment, injunction, order or decree binding upon or applicable to FMFK or any of its Subsidiaries, including MERGER SUB, (c) constitute a default under or give rise to a right of result in the termination, cancellation cancellation, modification or acceleration (whether after the filing of notice or the lapse of time or both) of any right or obligation of FMFK Seller or any of its Subsidiaries, including MERGER SUBSelling Subsidiary under, or to result in a loss of any benefit to which FMFK Seller or any of its Subsidiaries Selling Subsidiary is entitled under under, any provision of any agreement, contract Transferred Contract required to be listed in Schedule 3.12 to which Seller or other instrument binding upon FMFK or any of its Subsidiaries (the "FMFK Agreements") or any license, franchise, lease, permit or other similar authorization held by FMFK or any of its Subsidiariessuch Selling Subsidiary is a party, or (d) result in the creation or imposition of any Lien on any asset of FMFK or upon any of its Subsidiaries. For purposes of this Agreementthe Purchased Assets, "Lien" means any mortgage, lien, pledge, hypothecate, charge, security interest or encumbrance of any kind in each case in respect of the Business or, (c) assuming the receipt of all Regulatory Approvals, violate or result in a breach of, or constitute a default under, any Law or Governmental Authorization to which Seller or such asset other than any such mortgageSelling Subsidiary is subject, lienin each case in respect of the Business, pledgeexcept, charge, security interest or encumbrance (i) for Taxes (as defined in Section 4.13 hereof) not yet due or being contested in good faith (and for which adequate accruals or reserves have been established on FMFK Balance Sheet (as such term is defined in Section 4.9 hereof), as the case may be); of clause (iib) which is a carriers'and clause (c) above, warehousemen'sfor such violations, mechanics'breaches, materialmen's, repairmen's defaults or other like lien arising in the ordinary course of business; (iii) statutory or common law liens to secure obligations to landlords, lessors or renters under leases or rental agreements confined matters that would not be material to the premises rented Business or (iv) deposits the Purchased Assets, or pledges made in connection withmaterially impede the ability of Seller or each Selling Subsidiary to perform its obligations under this Agreement or under the Ancillary Agreements, or to secure payment of, workers' compensation, unemployment insurance, or other social security programs mandated under laws applicable to FMFK. Except as disclosed in Section 4.5 of FMFK Disclosure Schedule, neither FMFK nor any Subsidiary of FMFK is a party to any agreement that expressly limits consummate the ability of FMFK or any Subsidiary of FMFK, or would limit OLYMPIC or any Subsidiary of OLYMPIC after the Effective Time, to compete in or conduct any line of business or compete with any Person or in any geographic area or during any period of timetransactions contemplated hereby and thereby.

Non-Contravention. Except as disclosed in Section 4.5 of FMFK Disclosure Schedule, the execution, The execution and delivery and performance by FMFK and MERGER SUB of this Agreement by NPS does not, and its obligations hereunder and the consummation performance of this Agreement by FMFK of the transactions contemplated hereby do not and NPS will not not: (ai) violate, contravene or conflict with or violate the NPS Charter Documents, the certificate of incorporation or bylaws of FMFK Holdco or MERGER SUBany other Subsidiary Charter Documents of any Subsidiary of NPS, (bii) violatesubject to adoption of this Agreement by NPS's stockholders as contemplated in Section 5.2 hereof and compliance with the requirements set forth in Section 3.3(c) hereof, contravene or conflict with or constitute a violation of violate any provision of any law, regulation, judgment, injunction, order or decree binding upon or material Legal Requirement applicable to FMFK or any of its Subsidiaries, including MERGER SUB, (c) constitute a default under or give rise to a right of termination, cancellation or acceleration of any right or obligation of FMFK or any of its Subsidiaries, including MERGER SUB, or to a loss of any benefit to which FMFK NPS or any of its Subsidiaries is entitled under any provision of any agreement, contract or other instrument binding upon FMFK by which NPS or any of its Subsidiaries (the "FMFK Agreements") or any licenseof their respective properties is bound or affected, franchiseor (iii) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a material default) under, leaseor impair NPS's rights or alter the rights or obligations of any third party under, permit or other similar authorization held by FMFK give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien on any of the properties or assets of NPS or any of its SubsidiariesSubsidiaries pursuant to, or (d) result in the creation or imposition of any Lien on any asset of FMFK or any of its Subsidiaries. For purposes of this Agreementmaterial note, "Lien" means any bond, mortgage, lienindenture, pledgecontract, hypothecateagreement, chargelease, security interest or encumbrance of any kind in respect of such asset other than any such mortgagelicense, lienpermit, pledgeauthorization, chargeconsent, security interest or encumbrance (i) for Taxes (as defined in Section 4.13 hereof) not yet due or being contested in good faith (and for which adequate accruals or reserves have been established on FMFK Balance Sheet (as such term is defined in Section 4.9 hereof)approval, as the case may be); (ii) which is a carriers', warehousemen's, mechanics', materialmen's, repairmen's franchise or other like lien arising in the ordinary course of business; (iii) statutory instrument or common law liens obligation to secure obligations to landlords, lessors or renters under leases or rental agreements confined to the premises rented or (iv) deposits or pledges made in connection with, or to secure payment of, workers' compensation, unemployment insurance, or other social security programs mandated under laws applicable to FMFK. Except as disclosed in Section 4.5 of FMFK Disclosure Schedule, neither FMFK nor any Subsidiary of FMFK is a party to any agreement that expressly limits the ability of FMFK which NPS or any Subsidiary of FMFK, NPS is a party or would limit OLYMPIC by which NPS or any Subsidiary of OLYMPIC after NPS or any of their respective properties are bound or affected. Section 3.3(b) of the Effective TimeNPS Disclosure Letter contains a complete and accurate list of all consents, waivers and approvals required to compete be obtained in or conduct any line connection with the consummation of business or compete with any Person or in any geographic area or during any period of timethe transactions contemplated hereby.

Non-Contravention. Except as disclosed in Section 4.5 of FMFK Disclosure Schedule, the The execution, delivery and performance by FMFK and MERGER SUB Seller of this Agreement and by Seller and its obligations hereunder Affiliates of each of the Ancillary Agreements to which Seller or any of its Affiliates is or will be a party, and the consummation by FMFK Seller and its Affiliates of the transactions contemplated hereby hereunder and thereunder, do not and will not (ai) violate, contravene or conflict with the certificate of incorporation or bylaws of FMFK or MERGER SUB, (b) violate, contravene or conflict with or constitute a violation of violate any provision of the Organizational Documents of Seller, any lawSubsidiary of Seller that owns Purchased Assets, regulationany Affiliate that is a party to an Ancillary Agreement, judgmentany Transferred Entity, injunction, order or decree binding upon or applicable to FMFK or any of its Subsidiaries, including MERGER SUBthe Funds, (cii) assuming the receipt of all consents, approvals, waivers and authorizations and the making of the notices and filings referred to in Section 3.05 or Section 7.05, conflict with, or result in the breach of, or constitute a default under under, or give rise to a right of result in the termination, cancellation Encumbrance, cancellation, modification or acceleration of any right or obligation of FMFK Seller, any Subsidiary of Seller that owns Purchased Assets, any Affiliate that is a party to an Ancillary Agreement, any Transferred Entity, any Fund or any of its Subsidiaries, including MERGER SUBthe Xxx Xxxxxx Business under, or give rise to any payment conditioned, in whole or in part, on a change of control of a Transferred Entity or Fund or approval or consummation of the transactions contemplated hereby, or result in a loss of any benefit to which FMFK Seller, any Subsidiary of Seller that owns Purchased Assets, any Affiliate that is a party to an Ancillary Agreement, any Transferred Entity, any Fund or the Xxx Xxxxxx Business is entitled, with or without the giving of notice, the lapse of time or both, under any Contract or other agreement or instrument binding upon Seller, any Subsidiary of Seller that owns Purchased Assets, any Affiliate that is a party to an Ancillary Agreement, any Transferred Entity, the Funds, the Xxx Xxxxxx Business or to which the property of Seller, any Subsidiary of Seller that owns Purchased Assets, any Affiliate that is a party to an Ancillary Agreement, any Transferred Entity, the Funds or the Xxx Xxxxxx Business is subject or (iii) assuming the receipt of all consents, approvals, waivers and authorizations and the making of notices and filings (A) referred to in Section 3.05 or Section 7.05 or (B) required to be received or made by Buyer or any of its Subsidiaries is entitled Affiliates, violate or result in a breach of or constitute a default under any provision of any agreementLaw to which Seller, contract or other instrument binding upon FMFK or any of its Subsidiaries (the "FMFK Agreements") or any license, franchise, lease, permit or other similar authorization held by FMFK or any of its Subsidiaries, or (d) result in the creation or imposition of any Lien on any asset of FMFK or any of its Subsidiaries. For purposes of this Agreement, "Lien" means any mortgage, lien, pledge, hypothecate, charge, security interest or encumbrance of any kind in respect of such asset other than any such mortgage, lien, pledge, charge, security interest or encumbrance (i) for Taxes (as defined in Section 4.13 hereof) not yet due or being contested in good faith (and for which adequate accruals or reserves have been established on FMFK Balance Sheet (as such term is defined in Section 4.9 hereof), as the case may be); (ii) which is a carriers', warehousemen's, mechanics', materialmen's, repairmen's or other like lien arising in the ordinary course of business; (iii) statutory or common law liens to secure obligations to landlords, lessors or renters under leases or rental agreements confined to the premises rented or (iv) deposits or pledges made in connection with, or to secure payment of, workers' compensation, unemployment insurance, or other social security programs mandated under laws applicable to FMFK. Except as disclosed in Section 4.5 of FMFK Disclosure Schedule, neither FMFK nor any Subsidiary of FMFK Seller that owns Purchased Assets, any Affiliate that is a party to an Ancillary Agreement, any agreement Transferred Entity, the Funds or the Xxx Xxxxxx Business is subject or under any Permit of Seller or its Subsidiaries that expressly limits is related to the ability Xxx Xxxxxx Business, other than, in the case of FMFK clauses (ii) and (iii), any conflict, breach, default, termination, Encumbrance, cancellation, modification, acceleration or any Subsidiary of FMFKloss that would not, or would limit OLYMPIC or any Subsidiary of OLYMPIC after the Effective Time, to compete in or conduct any line of business or compete with any Person individually or in any geographic area or during any period the aggregate, reasonably be expected to have a Xxx Xxxxxx Material Adverse Effect (excluding, for this purpose only, clause (H) of timethe definition of Material Adverse Effect).

Non-Contravention. Except as disclosed set forth in Section 4.5 3.6 ----------------- of FMFK the Company Disclosure ScheduleLetter, the execution, execution and delivery and performance by FMFK and MERGER SUB of this Agreement and its obligations hereunder does not, and the consummation by FMFK of the transactions contemplated hereby do not and will not (a) violate, contravene or conflict compliance with the certificate of incorporation provisions hereof will not, conflict with, or bylaws of FMFK result in any violation of, or MERGER SUB, default (b) violate, contravene or conflict with or constitute a violation without notice or lapse of any provision of any lawtime, regulationor both) under, judgment, injunction, order or decree binding upon or applicable to FMFK or any of its Subsidiaries, including MERGER SUB, (c) constitute a default under or give rise to a right of termination, cancellation or acceleration of any right obligation, or obligation result in the creation of FMFK any Lien upon any of the properties or assets of the Company or any of its Subsidiaries under, any provision of (i) the Restated Articles of Incorporation or Bylaws of the Company or any provision of the comparable charter or organization documents of any of its Subsidiaries, including MERGER SUB(ii) any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise or license applicable to a loss of any benefit to which FMFK the Company or any of its Subsidiaries is entitled under or (iii) any provision of any agreementjudgment, contract order, decree, statute, law, ordinance, rule or other instrument binding upon FMFK regulation applicable to the Company or any of its Subsidiaries or any of their respective properties or assets, other than, in the case of clause (the "FMFK Agreements"ii) or (iii), any licensesuch conflicts, franchiseviolations, leasedefaults, permit rights, or other similar authorization held Liens that, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on the Company, or prevent or materially delay the consummation of any of the transactions contemplated hereby. No filing or registration with, or authorization, consent or approval of, any Governmental Entity is required to be obtained or made by FMFK the Company or any of its Subsidiaries, or (d) result Subsidiaries in connection with the creation or imposition of any Lien on any asset of FMFK or any of its Subsidiaries. For purposes execution and delivery of this AgreementAgreement by the Company or the consummation by the Company of the transactions contemplated hereby, "Lien" means any mortgage, lien, pledge, hypothecate, charge, security interest or encumbrance of any kind in respect of such asset other than any such mortgage, lien, pledge, charge, security interest or encumbrance except for (i) for Taxes (as defined in Section 4.13 hereof) not yet due connection or being contested in good faith (and for which adequate accruals or reserves have been established on FMFK Balance Sheet (as such term is defined in Section 4.9 hereof)compliance with the provisions of the Exchange Act, as the case may be); (ii) the filing of the Articles of Merger with the Corporation Commission and appropriate documents with the relevant authorities of other states in which the Company is a carriers'qualified to do business, warehousemen's, mechanics', materialmen's, repairmen's or other like lien arising in the ordinary course of business; (iii) statutory or common law liens to secure obligations to landlords, lessors or renters such filings and approvals as may be required under leases or rental agreements confined to the premises rented or HSR Act and (iv) deposits such other consents, approvals, orders, authorizations, registrations, declarations and filings as may be required under the corporation, takeover or pledges made in connection with, blue sky laws of various states or to secure payment of, workers' compensation, unemployment insurance, or other social security programs mandated under laws applicable to FMFK. Except as disclosed in Section 4.5 of FMFK Disclosure Schedule, neither FMFK nor any Subsidiary of FMFK is a party to any agreement that expressly limits the ability of FMFK or any Subsidiary of FMFK, or would limit OLYMPIC or any Subsidiary of OLYMPIC after the Effective Time, to compete in or conduct any line of business or compete with any Person or in any geographic area or during any period of timeNasdaq National Market.

Non-Contravention. Except as disclosed in Section 4.5 of FMFK Disclosure Schedule, the The execution, delivery and performance by FMFK and MERGER SUB the Parent of this Agreement and its obligations hereunder the Ancillary Agreements to which it is or will be a party and the consummation of the transactions contemplated by FMFK this Agreement and the Ancillary Agreements to which it is or will be a party do not: (a) violate, conflict with, result in any material breach of, or constitute a default (or an event that, with notice or lapse of time or both, would constitute a default) under (i) any material Contract to which the Parent is a party, other than such consents, approvals or notices which have already been obtained or given; (ii) result in the creation of any Encumbrance on any of the Parent Shares other than as set forth in the Parent Shareholder Agreement and articles of association; (iii) the provisions of its articles of association or other Confidential Portions of this Exhibit marked as [***] have been omitted pursuant to a request for confidential treatment and have been filed separately with the Securities and Exchange Commission. Confidential Treatment Requested by MeiraGTx Holdings plc governing documents; or (iv) any order, writ, injunction or decree of any Governmental Authority entered against it or by which any of its property is bound that would adversely affect the Parent’s ability to consummate the transactions contemplated by this Agreement and the Ancillary Agreements to which it is or will be a party; or (b) violate any Applicable Laws. Except for the filing of a Form SH01 in respect of the Parent Shares with the U.K. Companies House, there is no consent, approval, order or authorization of or from, or registration, notification, declaration or filing to or with, any Governmental Authority that is required by the Parent in connection with the execution, delivery or performance by the Parent of this Agreement and the Ancillary Agreements to which it is or will be a party or the consummation of the transactions contemplated hereby do not and will not (a) violate, contravene or conflict with the certificate of incorporation or bylaws of FMFK or MERGER SUB, (b) violate, contravene or conflict with or constitute a violation of any provision of any law, regulation, judgment, injunction, order or decree binding upon or applicable to FMFK or any of its Subsidiaries, including MERGER SUB, (c) constitute a default under or give rise to a right of termination, cancellation or acceleration of any right or obligation of FMFK or any of its Subsidiaries, including MERGER SUB, or to a loss of any benefit to which FMFK or any of its Subsidiaries is entitled under any provision of any agreement, contract or other instrument binding upon FMFK or any of its Subsidiaries (the "FMFK Agreements") or any license, franchise, lease, permit or other similar authorization held by FMFK or any of its Subsidiaries, or (d) result in the creation or imposition of any Lien on any asset of FMFK or any of its Subsidiaries. For purposes of this Agreement, "Lien" means any mortgage, lien, pledge, hypothecate, charge, security interest or encumbrance of any kind in respect of such asset other than any such mortgage, lien, pledge, charge, security interest or encumbrance (i) for Taxes (as defined in Section 4.13 hereof) not yet due or being contested in good faith (and for which adequate accruals or reserves have been established on FMFK Balance Sheet (as such term is defined in Section 4.9 hereof), as the case may be); (ii) which is a carriers', warehousemen's, mechanics', materialmen's, repairmen's or other like lien arising in the ordinary course of business; (iii) statutory or common law liens to secure obligations to landlords, lessors or renters under leases or rental agreements confined to the premises rented or (iv) deposits or pledges made in connection with, or to secure payment of, workers' compensation, unemployment insurance, or other social security programs mandated under laws applicable to FMFK. Except as disclosed in Section 4.5 of FMFK Disclosure Schedule, neither FMFK nor any Subsidiary of FMFK is a party to any agreement that expressly limits the ability of FMFK or any Subsidiary of FMFK, or would limit OLYMPIC or any Subsidiary of OLYMPIC after the Effective Time, to compete in or conduct any line of business or compete with any Person or in any geographic area or during any period of timethereby.

Non-Contravention. Except as disclosed in Section 4.5 of FMFK Disclosure Schedule, the The execution, delivery and performance by FMFK Seller and MERGER SUB its Subsidiaries of this Agreement and its obligations hereunder the Ancillary Documents to which they are a party, and the consummation by FMFK of the transactions contemplated hereby and thereby, do not and will not (ai) violate, contravene violate any provision of Seller’s or conflict with the certificate of incorporation or bylaws of FMFK or MERGER SUBits Subsidiaries’ respective organizational documents, (bii) violateassuming the receipt of all consents, contravene approvals, waivers and authorizations and the making of the notices and filings listed in Section 4.4 or set forth on Seller Schedule 4.4, conflict with or constitute result in a violation of any provision of any lawor breach of, regulation, judgment, injunction, order or decree binding upon or applicable to FMFK or any of its Subsidiaries, including MERGER SUB, (c) constitute a default under under, or give rise to a right of result in the termination, cancellation cancellation, modification or acceleration (whether after the filing of notice or the lapse of time or both) of any right or obligation of FMFK Seller or any of its Subsidiaries, including MERGER SUBSubsidiaries under, or to result in any right of buy-out by any third party under, or result in a loss of any benefit to which FMFK Seller or any of its Subsidiaries is entitled under under, any provision of any agreement, contract Material Contract or other instrument binding upon FMFK or any of its Subsidiaries (the "FMFK Agreements") or any license, franchise, lease, permit or other similar authorization held by FMFK or any of its Subsidiaries, or (d) result in the creation or imposition of any Lien on any asset of FMFK or Encumbrance upon any of its Subsidiaries. For purposes of this Agreement, "Lien" means any mortgage, lien, pledge, hypothecate, charge, security interest or encumbrance of any kind in respect of such asset the Transferred Assets (other than any such mortgagePermitted Encumbrances), lienor (iii) assuming the receipt of all consents, pledgeapprovals, charge, security interest or encumbrance (i) for Taxes (as defined waivers and authorizations and the making of notices and filings listed in Section 4.13 hereof) not yet due 4.4 or being contested set forth on Seller Schedule 4.4 or required to be made or obtained by Buyer, conflict with or result in good faith (and for a violation or breach of, or constitute a default under, any Law to which adequate accruals the Transferred Business is subject, or reserves have been established on FMFK Balance Sheet (as such term is defined under any Governmental Authorizations, other than, in Section 4.9 hereof), as the case may be); of clauses (ii) which is a carriers'and (iii), warehousemen'sconflicts, mechanics'violations, materialmen'sbreaches, repairmen's defaults, terminations, cancellations, modifications, accelerations, losses or other like lien arising Encumbrances that would not, individually or in the ordinary course aggregate, reasonably be expected to have a Seller Material Adverse Effect (disregarding clauses (vi)-(viii) of business; (iiithe first proviso in the definition of Seller Material Adverse Effect) statutory or common law liens prevent or materially impair or delay Seller’s or its Subsidiaries’ ability to secure perform their respective obligations to landlords, lessors under this Agreement or renters under leases or rental agreements confined to the premises rented or (iv) deposits or pledges made in connection with, or to secure payment of, workers' compensation, unemployment insurance, or other social security programs mandated under laws applicable to FMFK. Except as disclosed in Section 4.5 of FMFK Disclosure Schedule, neither FMFK nor any Subsidiary of FMFK is a party to any agreement that expressly limits the ability of FMFK or any Subsidiary of FMFK, or would limit OLYMPIC or any Subsidiary of OLYMPIC after the Effective Time, to compete in or conduct any line of business or compete with any Person or in any geographic area or during any period of timeAncillary Documents.

Non-Contravention. Except as disclosed in Section 4.5 of FMFK Disclosure Schedule, the (a) The execution, delivery and performance by FMFK Parent and MERGER SUB Merger Subsidiary of this Agreement and its obligations hereunder and the consummation by FMFK Parent and Merger Subsidiary of the transactions contemplated hereby do not and will not (ai) violatecontravene, contravene conflict with, or conflict with result in any violation or breach of any provision of the certificate of incorporation or bylaws of FMFK Parent or MERGER SUBthe certificate of formation or limited liability company agreement of Merger Subsidiary, (bii)(A) violatecontravene, contravene conflict with, or result in any violation or breach of any provision of the comparable organizational documents of any of Parent’s Significant Subsidiaries (including the memorandum and the articles of association of any such Subsidiary registered in England and Wales or Scotland), or (B) contravene, conflict with, or result in any violation or breach of any provision of the comparable organizational documents of any of Parent’s Subsidiaries other than its Significant Subsidiaries or Merger Subsidiary (including the memorandum and the articles of association of any such Subsidiary registered in England and Wales or Scotland), (iii) assuming compliance with the matters referred to in Section 4.03, contravene, conflict with or constitute result in a violation or breach of any provision of any law, regulation, judgment, injunction, order or decree binding upon or applicable to FMFK or any of its Subsidiaries, including MERGER SUBApplicable Law, (civ) assuming compliance with the matters referred to in Section 4.03, require any consent or other action by any Person under, constitute a default under default, or give rise to an event that, with or without notice or lapse of time or both, would constitute a right of default, under, or cause or permit the termination, cancellation cancellation, acceleration or acceleration other change of any right or obligation of FMFK or any of its Subsidiaries, including MERGER SUB, or to a the loss of any benefit to which FMFK Parent or any of its Subsidiaries is entitled under (A) any provision of any agreement, contract agreement or other instrument binding upon FMFK or any of its Subsidiaries (the "FMFK Agreements") or any license, franchise, lease, permit or other similar authorization held by FMFK Parent or any of its Subsidiaries, or (dB) any Parent Communications License or other Governmental Authorization held by, affecting, or relating in any way to, the assets or business of Parent or any of its Subsidiaries, or (v) result in the creation or imposition of any Lien on any asset of FMFK Parent or any of its Subsidiaries. For , with only those exceptions in the case of clauses (ii)(B) and (iii)-(v) as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect (which term shall be interpreted, for purposes of this AgreementSection 4.04, "Lien" means any mortgage, lien, pledge, hypothecate, charge, security interest or encumbrance of any kind in respect of such asset other than any such mortgage, lien, pledge, charge, security interest or encumbrance (i) for Taxes (as defined in Section 4.13 hereof) not yet due or being contested in good faith (and for which adequate accruals or reserves have been established on FMFK Balance Sheet (as such term is defined in Section 4.9 hereof), as the case may be); (ii) which is a carriers', warehousemen's, mechanics', materialmen's, repairmen's or other like lien arising in the ordinary course of business; (iii) statutory or common law liens to secure obligations to landlords, lessors or renters under leases or rental agreements confined to the premises rented or without clauses (iv) deposits or pledges made and (vi) in connection with, or to secure payment of, workers' compensation, unemployment insurance, or other social security programs mandated under laws applicable to FMFK. Except as disclosed in Section 4.5 of FMFK Disclosure Schedule, neither FMFK nor any Subsidiary of FMFK is a party to any agreement that expressly limits the ability of FMFK or any Subsidiary of FMFK, or would limit OLYMPIC or any Subsidiary of OLYMPIC after the Effective Time, to compete in or conduct any line of business or compete with any Person or in any geographic area or during any period of timedefinition thereof).

Non-Contravention. Except as disclosed in Section 4.5 Subject to other applicable provisions of FMFK Disclosure Schedulethis Agreement, including Sections 2 and 6(h)(iv) hereof, the execution, delivery and performance by FMFK and MERGER SUB Sellers of this Agreement and its obligations hereunder do not, and the consummation by FMFK Sellers of the transactions contemplated hereby do not and will not not, (ai) violateconflict with, contravene or conflict with result in any violation of, any provision of the certificate articles of incorporation or bylaws by-laws (or similar organizational documents) of FMFK any Seller, or MERGER SUB(ii) conflict with, (b) violateresult in any violation of, contravene or conflict with or constitute a default under, or create a lien on any of the Assets under, or result in the acceleration or termination of, or result in a material increase in payment obligations under, any instrument, contract, commitment, agreement or arrangement to which any Seller is a party or by which any Seller or any of the Assets are bound, or any judgment, order, writ, injunction or decree to which any Seller has been specifically identified as subject, or (iii) result in any violation of any provision of any statute, law, regulationordinance, judgmentrule or regulation applicable to any Seller or the Assets (except where such conflict, injunctionviolation, default, lien, acceleration, termination or increased obligations would not materially impair the ability of Sellers to consummate the transactions contemplated hereby or have a Material Adverse Effect). No material consent, approval, license, permit, order or decree binding upon or applicable to FMFK or any of its Subsidiaries, including MERGER SUB, (c) constitute a default under or give rise to a right of termination, cancellation or acceleration of any right or obligation of FMFK or any of its Subsidiaries, including MERGER SUBauthorization of, or to a loss of registration, declaration or filing with, any benefit to which FMFK court, administrative agency or any of its Subsidiaries is entitled under any provision of any agreement, contract commission or other instrument binding upon FMFK governmental authority or instrumentality, domestic or foreign, is required to be obtained or made by or with respect to Sellers in connection with the execution, delivery and performance by Sellers of this Agreement or the consummation by Sellers of the transactions contemplated hereby other than compliance with and filings under the HSR Act; provided, however, that no representation is made as to whether any new governmental consents, approvals, licenses, permits, orders, authorizations, registrations, declarations or filings will be required as a result of its Subsidiaries (the "FMFK Agreements") or any license, franchise, lease, permit or other similar authorization held by FMFK or any sale of its Subsidiaries, or (d) result Assets to Buyer in order for Buyer to continue to conduct the Business and operate the Assets following the Cut-Off Date in the creation manner in which the Business was conducted and the Assets were operated on or imposition of any Lien on any asset of FMFK or any of its Subsidiaries. For purposes of this Agreement, "Lien" means any mortgage, lien, pledge, hypothecate, charge, security interest or encumbrance of any kind in respect of such asset other than any such mortgage, lien, pledge, charge, security interest or encumbrance (i) for Taxes (as defined in Section 4.13 hereof) not yet due or being contested in good faith (and for which adequate accruals or reserves have been established on FMFK Balance Sheet (as such term is defined in Section 4.9 hereof), as the case may be); (ii) which is a carriers', warehousemen's, mechanics', materialmen's, repairmen's or other like lien arising in the ordinary course of business; (iii) statutory or common law liens to secure obligations to landlords, lessors or renters under leases or rental agreements confined prior to the premises rented or (iv) deposits or pledges made in connection with, or to secure payment of, workers' compensation, unemployment insurance, or other social security programs mandated under laws applicable to FMFK. Except as disclosed in Section 4.5 of FMFK Disclosure Schedule, neither FMFK nor any Subsidiary of FMFK is a party to any agreement that expressly limits the ability of FMFK or any Subsidiary of FMFK, or would limit OLYMPIC or any Subsidiary of OLYMPIC after the Effective Time, to compete in or conduct any line of business or compete with any Person or in any geographic area or during any period of timeCut-Off Date.

Non-Contravention. Except as disclosed in Section 4.5 of FMFK Disclosure Schedule, The execution and delivery by the execution, delivery and performance by FMFK and MERGER SUB Company of this Agreement or any of the Company Ancillary Agreements to which it is, or is specified to be, a party, the performance by the Company of its covenants and its obligations hereunder and thereunder and the consummation by FMFK the Company of the transactions contemplated hereby and thereby do not and will not (ai) violatecontravene, contravene violate or conflict with or result in the certificate breach of incorporation or bylaws constitute a default (or an event which with notice or lapse of FMFK time or MERGER SUBboth would become a default) under, (ii) result in the termination of, or accelerate the performance required by, or result in a right of termination or acceleration or a right to challenge the transactions contemplated hereby under, (iii) result in a loss of a material benefit under, (iv) give rise to increased, additional, accelerated or guaranteed rights or entitlements of any Person under, (a) the Charter Documents of the Company, (b) violatethe charter, contravene bylaws or conflict with or constitute a violation other constituent documents of any provision of the Company’s Subsidiaries, (c) subject to obtaining the Approvals in respect of the Contracts set forth in ‎Section 3.4 of the Company Disclosure Letter, any Material Contract, or (d) assuming the Approvals in respect of the Contracts set forth in ‎Section 3.4 of the Company Disclosure Letter and the Approvals referred to in ‎Section 3.5 of this Agreement are obtained or made and subject to obtaining the Company Shareholder Approval (assuming the accuracy of the representations and warranties in ‎Section 4.7 below), any Law or Order applicable to the Company or any of its Subsidiaries or by which any of their properties or assets are bound, or (v) subject to obtaining the Approvals in respect of the Contracts set forth in ‎Section 3.4 of the Company Disclosure Letter, result in the creation of any law, regulation, judgment, injunction, order Lien (other than Permitted Liens) upon any of the properties or decree binding upon or applicable to FMFK assets of the Company or any of its Subsidiaries, including MERGER SUBexcept in each of the clauses above, (c) constitute a default under for such violations, conflicts, defaults, terminations, accelerations or give rise Liens which have not had and would not reasonably be expected to a right of terminationhave, cancellation individually or acceleration of any right or obligation of FMFK or any of its Subsidiaries, including MERGER SUB, or to a loss of any benefit to which FMFK or any of its Subsidiaries is entitled under any provision of any agreement, contract or other instrument binding upon FMFK or any of its Subsidiaries (the "FMFK Agreements") or any license, franchise, lease, permit or other similar authorization held by FMFK or any of its Subsidiaries, or (d) result in the creation or imposition of any Lien on any asset of FMFK or any of its Subsidiaries. For purposes of this Agreementaggregate, "Lien" means any mortgage, lien, pledge, hypothecate, charge, security interest or encumbrance of any kind in respect of such asset other than any such mortgage, lien, pledge, charge, security interest or encumbrance (i) for Taxes (as defined in Section 4.13 hereof) not yet due or being contested in good faith (and for which adequate accruals or reserves have been established on FMFK Balance Sheet (as such term is defined in Section 4.9 hereof), as the case may be); (ii) which is a carriers', warehousemen's, mechanics', materialmen's, repairmen's or other like lien arising in the ordinary course of business; (iii) statutory or common law liens to secure obligations to landlords, lessors or renters under leases or rental agreements confined to the premises rented or (iv) deposits or pledges made in connection with, or to secure payment of, workers' compensation, unemployment insurance, or other social security programs mandated under laws applicable to FMFK. Except as disclosed in Section 4.5 of FMFK Disclosure Schedule, neither FMFK nor any Subsidiary of FMFK is a party to any agreement that expressly limits the ability of FMFK or any Subsidiary of FMFK, or would limit OLYMPIC or any Subsidiary of OLYMPIC after the Effective Time, to compete in or conduct any line of business or compete with any Person or in any geographic area or during any period of timeCompany Material Adverse Effect.

Non-Contravention. Except as disclosed in Section 4.5 Subject to obtaining the approval of FMFK Disclosure Schedulethe stockholders of ROI by the Requisite Vote, the execution, delivery and performance by FMFK ROI and MERGER SUB its Subsidiaries of this Agreement and its obligations hereunder Agreement, and the consummation by FMFK of the transactions contemplated hereby and thereby, do not and will not (ai) violate, contravene or conflict with the certificate of incorporation or bylaws of FMFK or MERGER SUB, (b) violate, contravene or conflict with or constitute a violation of violate any provision of any lawthe Articles of Incorporation, regulationCertificate of Incorporation, judgment, injunction, order Bylaws or decree binding upon or applicable to FMFK other organizational documents of ROI or any of its Subsidiaries, including MERGER SUB(ii) assuming the receipt of all consents, (c) approvals, waivers and authorizations and the making of the notices and filings set forth on Schedule 3.3(b), conflict with, or result in the breach of, or constitute a default under under, or give rise to a right of result in the termination, cancellation cancellation, modification or acceleration (whether after the filing of notice or the lapse of time or both) of any right or obligation of FMFK ROI or any of its Subsidiaries, including MERGER SUBSubsidiaries under, or to result in a loss of any benefit to which FMFK ROI or any of its Subsidiaries is entitled under, any Contract, or result in the creation of any Encumbrance upon any of the Transferred Assets, (iii) assuming the receipt of all consents, approvals, waivers and authorizations and the making of notices and filings set forth on Schedule 3.3(a) or required to made or obtained by Buyer, violate or result in a breach of or constitute a default under any provision of any agreement, contract or other instrument binding upon FMFK Law to which ROI or any of its Subsidiaries is subject, or under any Governmental Authorization, other than, in the case of clause (the "FMFK Agreements") iii), conflicts, breaches, terminations, defaults, cancellations, accelerations, losses, violations or any license, franchise, lease, permit Encumbrances that would not have a Material Adverse Effect or other similar authorization held by FMFK materially impair or any of delay ROI's and its Subsidiaries, or (d) result in the creation or imposition of any Lien on any asset of FMFK or any of ' ability to perform its Subsidiaries. For purposes of this Agreement, "Lien" means any mortgage, lien, pledge, hypothecate, charge, security interest or encumbrance of any kind in respect of such asset other than any such mortgage, lien, pledge, charge, security interest or encumbrance (i) for Taxes (as defined in Section 4.13 hereof) not yet due or being contested in good faith (and for which adequate accruals or reserves have been established on FMFK Balance Sheet (as such term is defined in Section 4.9 hereof), as the case may be); (ii) which is a carriers', warehousemen's, mechanics', materialmen's, repairmen's or other like lien arising in the ordinary course of business; (iii) statutory or common law liens to secure obligations to landlords, lessors or renters under leases or rental agreements confined to the premises rented hereunder or (iv) deposits or pledges made violate, result in connection witha breach of, or to secure payment otherwise be inconsistent with the terms of, workers' compensationor the facts forming the basis for, unemployment insuranceany material Product Certification, or other social security programs mandated under laws applicable to FMFK. Except than as disclosed in Section 4.5 of FMFK Disclosure Schedule, neither FMFK nor any Subsidiary of FMFK is a party to any agreement that expressly limits the ability of FMFK or any Subsidiary of FMFK, or would limit OLYMPIC or any Subsidiary of OLYMPIC after the Effective Time, to compete in or conduct any line of business or compete with any Person or in any geographic area or during any period of timeset forth on Schedule 3.4.

Non-Contravention. Except as disclosed in Section 4.5 of FMFK Disclosure Schedule, the The execution, delivery and performance by FMFK Seller and MERGER SUB its Subsidiaries of this Agreement and its obligations hereunder the Ancillary Documents to which they are, or as of the Closing will be, a party, and the consummation by FMFK of the transactions contemplated hereby and thereby, do not and will not (ai) violate, contravene violate any provision of Seller’s or conflict with the certificate of incorporation or bylaws of FMFK or MERGER SUBits Subsidiaries’ respective organizational documents, (bii) violateassuming the receipt of all consents, contravene approvals, waivers, novations and authorizations and the making of the notices and filings listed in Section 4.4 or set forth on Seller Schedule 4.4, conflict with or constitute result in a violation of any provision of any lawor breach of, regulation, judgment, injunction, order or decree binding upon or applicable to FMFK or any of its Subsidiaries, including MERGER SUB, (c) constitute a default under under, or give rise to a right of result in the termination, cancellation cancellation, modification or acceleration (whether after the filing of notice or the lapse of time or both) of any right or obligation of FMFK Seller or any of its Subsidiaries, including MERGER SUBSubsidiaries under, or to result in any right of buy-out by any third party under, or result in a loss of any benefit to which FMFK Seller or any of its Subsidiaries is entitled under under, any provision of any agreement, contract Material Contract or other instrument binding upon FMFK or any of its Subsidiaries (the "FMFK Agreements") or any license, franchise, lease, permit or other similar authorization held by FMFK or any of its Subsidiaries, or (d) result in the creation or imposition of any Lien on any asset of FMFK or Encumbrance upon any of its Subsidiaries. For purposes of this Agreement, "Lien" means any mortgage, lien, pledge, hypothecate, charge, security interest or encumbrance of any kind in respect of such asset the Transferred Assets (other than any such mortgagePermitted Encumbrances), lienor (iii) assuming the receipt of all consents, pledgeapprovals, chargewaivers, security interest or encumbrance (i) for Taxes (as defined novations and authorizations and the making of notices and filings listed in Section 4.13 hereof) not yet due 4.4 or being contested set forth on Seller Schedule 4.4 or required to be made or obtained by Buyer, conflict with or result in good faith (and for a violation or breach of, or constitute a default under, any Law to which adequate accruals the Transferred Business is subject, or reserves have been established on FMFK Balance Sheet (as such term is defined under any Governmental Authorizations, other than, in Section 4.9 hereof), as the case may be); of clauses (ii) which is a carriers'and (iii), warehousemen'sconflicts, mechanics'violations, materialmen'sbreaches, repairmen's defaults, terminations, cancellations, modifications, accelerations, losses or other like lien arising Encumbrances that would not, individually or in the ordinary course aggregate, reasonably be expected to have a Seller Material Adverse Effect (disregarding clauses (vi) and (vii) of business; (iiithe first proviso in the definition of Seller Material Adverse Effect) statutory or common law liens prevent or materially impair or delay Seller’s or its Subsidiaries’ ability to secure perform their respective obligations to landlords, lessors under this Agreement or renters under leases or rental agreements confined to the premises rented or (iv) deposits or pledges made in connection with, or to secure payment of, workers' compensation, unemployment insurance, or other social security programs mandated under laws applicable to FMFK. Except as disclosed in Section 4.5 of FMFK Disclosure Schedule, neither FMFK nor any Subsidiary of FMFK is a party to any agreement that expressly limits the ability of FMFK or any Subsidiary of FMFK, or would limit OLYMPIC or any Subsidiary of OLYMPIC after the Effective Time, to compete in or conduct any line of business or compete with any Person or in any geographic area or during any period of timeAncillary Documents.

Non-Contravention. Except as disclosed in Section 4.5 of FMFK Disclosure Schedule, the execution, The execution and delivery and performance by FMFK and MERGER SUB of this Agreement and its obligations hereunder the CVR Agreement by the Company does not, and the consummation performance of this Agreement and the CVR Agreement by FMFK of the transactions contemplated hereby do not and Company will not not: (ai) violateassuming the Required Company Stockholders adopt this Agreement, contravene or conflict with the certificate of incorporation or bylaws of FMFK or MERGER SUB, (b) violate, contravene or conflict with or constitute a violation violate the Company Charter Documents or any Subsidiary Charter Documents of any provision Subsidiary of the Company, (ii) subject to obtaining the adoption of this Agreement by the Company’s stockholders as contemplated in Section 5.2 and compliance with the requirements set forth in Section 2.3(d), conflict with or violate any law, regulation, judgment, injunction, order or decree binding upon or material Legal Requirements applicable to FMFK or any of its Subsidiaries, including MERGER SUB, (c) constitute a default under or give rise to a right of termination, cancellation or acceleration of any right or obligation of FMFK or any of its Subsidiaries, including MERGER SUB, or to a loss of any benefit to which FMFK the Company or any of its Subsidiaries is entitled under any provision of any agreement, contract or other instrument binding upon FMFK by which the Company or any of its Subsidiaries (the "FMFK Agreements") or any licenseof their respective properties is bound or affected, franchiseor (iii) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, lease, permit or other similar authorization held by FMFK materially impair the Company’s or any of its SubsidiariesSubsidiaries rights or materially alter the rights or obligations of any third party under, or (d) give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation or imposition of any a Lien on any asset of FMFK the properties or assets of the Company or any of its Subsidiaries. For purposes of this AgreementSubsidiaries pursuant to, "Lien" means any mortgageCompany Scheduled Contract, lien, pledge, hypothecate, charge, security interest or encumbrance of any kind in respect of such asset other than any such mortgage, lien, pledge, charge, security interest or encumbrance (i) for Taxes (as defined in Section 4.13 hereof) not yet due or being contested in good faith (and for which adequate accruals or reserves have been established on FMFK Balance Sheet (as such term is defined in Section 4.9 hereof)except, as the case may be); to clauses (ii) which is a carriers'and (iii), warehousemen'srespectively, mechanics'for any such conflicts, materialmen'sviolations, repairmen's breaches, defaults or other like lien arising occurrences which would not be material to the Company and its Subsidiaries, taken as a whole. Section 2.3(b) of the Company Disclosure Letter lists all consents, waivers and approvals under any of the Company Scheduled Contracts required to be obtained in connection with the consummation of the transactions contemplated hereby, which, if individually or in the ordinary course aggregate not obtained, would result in a loss of business; (iii) statutory or common law liens to secure obligations to landlords, lessors or renters under leases or rental agreements confined benefits to the premises rented or (iv) deposits or pledges made in connection with, or to secure payment of, workers' compensation, unemployment insurance, or other social security programs mandated under laws applicable to FMFK. Except as disclosed in Section 4.5 of FMFK Disclosure Schedule, neither FMFK nor any Subsidiary of FMFK is a party to any agreement that expressly limits the ability of FMFK Company or any Subsidiary of FMFKits Subsidiaries that would be material to the Company and its Subsidiaries, or would limit OLYMPIC or any Subsidiary of OLYMPIC after the Effective Time, to compete in or conduct any line of business or compete with any Person or in any geographic area or during any period of timetaken as a whole.

Non-Contravention. Except as disclosed in Section 4.5 of FMFK Disclosure Schedule, the execution, The execution and delivery and performance by FMFK and MERGER SUB of this Agreement and the Related Documents by the Company and its obligations hereunder Subsidiaries do not, and the consummation by FMFK of the transactions contemplated hereby do not and thereby will not (a) not, violate, contravene conflict with, or conflict with the certificate result in a breach of incorporation or bylaws of FMFK or MERGER SUBany provision of, (b) violate, contravene or conflict with or constitute a violation default (with notice or lapse of time) under, or result in the termination or modification of, or accelerate the performance required by, or result in a right of termination, cancellation, or acceleration of any provision obligation or the loss of a benefit under, or result in the creation of any Lien upon any of the properties or assets of the Company or any of its Subsidiaries or any of its Joint Ventures (any such violation, conflict, breach, default, right of termination, modification, cancellation or acceleration, loss or creation, a "Violation" with respect to the Company, its Subsidiaries and Joint Ventures) pursuant to any provisions of (i) the articles of incorporation, by-laws or similar governing documents of the Company, subject to Section 4.4(b)(i) of the Company Disclosure Schedule, any of its Subsidiaries or any of its Joint Ventures, (ii) subject to obtaining the Company Required Statutory Approvals and the receipt of the Company Shareholders' Approval, any statute, law, ordinance, rule, regulation, judgment, decree, order, injunction, order writ, permit or decree binding upon or license of any Governmental Authority applicable to FMFK the Company, any of its Subsidiaries or any of its SubsidiariesJoint Ventures, including MERGER SUBor any of their respective properties or assets or (iii) subject to obtaining the third-party consents or other approvals set forth in Section 4.4(b)(iii) of the Company Disclosure Schedule (the "Company Required Consents"), (c) constitute a default under any note, bond, mortgage, indenture, deed of trust, license, franchise, permit, concession, contract, lease, commitment, security agreement, loan agreement, or give rise to a right of terminationother instrument, cancellation obligation, agreement or acceleration other Contract of any right or obligation kind to which the Company, any of FMFK its Subsidiaries or any of its Subsidiaries, including MERGER SUB, Joint Ventures is a party or to a loss by which any of any benefit to which FMFK such persons or any of its Subsidiaries is entitled under any provision of any agreementtheir properties or assets may be bound or affected, contract or other instrument binding upon FMFK or any of its Subsidiaries (excluding from the "FMFK Agreements") or any license, franchise, lease, permit or other similar authorization held by FMFK or any of its Subsidiaries, or (d) result in the creation or imposition of any Lien on any asset of FMFK or any of its Subsidiaries. For purposes of this Agreement, "Lien" means any mortgage, lien, pledge, hypothecate, charge, security interest or encumbrance of any kind in respect of such asset other than any such mortgage, lien, pledge, charge, security interest or encumbrance (i) for Taxes (as defined in Section 4.13 hereof) not yet due or being contested in good faith (and for which adequate accruals or reserves have been established on FMFK Balance Sheet (as such term is defined in Section 4.9 hereof), as the case may be); foregoing clauses (ii) which is a carriers', warehousemen's, mechanics', materialmen's, repairmen's or other like lien arising in the ordinary course of business; and (iii) statutory or common law liens to secure obligations to landlordssuch Violations as would not have, lessors or renters under leases or rental agreements confined to the premises rented or (iv) deposits or pledges made in connection with, or to secure payment of, workers' compensation, unemployment insurance, or other social security programs mandated under laws applicable to FMFK. Except as disclosed in Section 4.5 of FMFK Disclosure Schedule, neither FMFK nor any Subsidiary of FMFK is a party to any agreement that expressly limits the ability of FMFK or any Subsidiary of FMFK, or would limit OLYMPIC or any Subsidiary of OLYMPIC after the Effective Time, to compete in or conduct any line of business or compete with any Person individually or in any geographic area or during any period of timethe aggregate, a Company Material Adverse Effect.

Non-Contravention. Except as disclosed in Section 4.5 set forth on Schedule 6.3 of FMFK the Xxxxxx Disclosure ScheduleSchedules, the execution, delivery and performance of the Transaction Documents to which each Xxxxxx Party is, or will be, a party by FMFK and MERGER SUB of this Agreement and its obligations hereunder such Xxxxxx Party and the consummation by FMFK each Xxxxxx Party of the transactions contemplated hereby do thereby does not and will not (a) violate, contravene or not: § conflict with any of, or require the certificate consent of incorporation any Person under, or bylaws result in any breach of, any provision of FMFK or MERGER SUB, (b) violate, contravene or the Organizational Documents of any Xxxxxx Party; § conflict with any of, or require the consent of any Person under, or constitute a violation default (or an Event that with the giving of notice or passage of time or both would give rise to a default) or cause any provision of any lawobligation under, regulation, judgment, injunction, order or decree binding upon or applicable to FMFK or any of its Subsidiaries, including MERGER SUB, (c) constitute a default under or give rise to a any right of termination, cancellation cancellation, amendment, preferential purchase right or acceleration (with or without the giving of notice, or the passage of time or both) under any of the terms, conditions or provisions of any right Contract to which any Xxxxxx Entity is a party or obligation of FMFK by which any property or any of its Subsidiaries, including MERGER SUB, or to a loss asset of any benefit Xxxxxx Entity is bound or affected; § assuming compliance with the matters referred to in Section 6.4, conflict with or violate any Law to which FMFK any Xxxxxx Entity is subject or by which any of its Subsidiaries is entitled under any provision property or asset of any agreement, contract Xxxxxx Entity is bound; § constitute (with or other instrument binding upon FMFK without the giving of notice or any the passage of its Subsidiaries (the "FMFK Agreements"time or both) or any license, franchise, lease, permit or other similar authorization held by FMFK or any of its Subsidiaries, or (d) an Event which would result in the creation of, or imposition of afford any Person the right to obtain, any Lien (other than Permitted Liens) on any asset of FMFK any Xxxxxx Entity; or any of its Subsidiaries. For purposes of this Agreement§ result in the revocation, "Lien" means any mortgagecancellation, liensuspension, pledgeor material modification, hypothecateindividually or in the aggregate, charge, security interest or encumbrance of any kind Governmental Approval that is necessary or desirable for the ownership, lease or operation of any Xxxxxx Entity property and other assets utilized in respect carrying on its business as now conducted, including any Governmental Approvals under any applicable Environmental Law, except, in the cases of such asset other than any such mortgage, lien, pledge, charge, security interest or encumbrance clauses (i) for Taxes (as defined in Section 4.13 hereof) not yet due or being contested in good faith (and for which adequate accruals or reserves have been established on FMFK Balance Sheet (as such term is defined in Section 4.9 hereofb), (c), (d) and (e), for such defaults or rights of termination, cancellation, amendment, acceleration, violations or Liens as would not reasonably be expected to have a Xxxxxx Material Adverse Effect or to prevent or materially delay the case may be); (ii) consummation of the transactions contemplated by the Transaction Documents to which is a carriers', warehousemen's, mechanics', materialmen's, repairmen's or other like lien arising in the ordinary course of business; (iii) statutory or common law liens to secure obligations to landlords, lessors or renters under leases or rental agreements confined to the premises rented or (iv) deposits or pledges made in connection withany Xxxxxx Party is, or will be, a party or to secure payment of, workers' compensation, unemployment insurancematerially impair any Xxxxxx Party’s ability to perform its obligations under the Transaction Documents to which it is, or other social security programs mandated under laws applicable to FMFK. Except as disclosed in Section 4.5 of FMFK Disclosure Schedulewill be, neither FMFK nor any Subsidiary of FMFK is a party to any agreement that expressly limits the ability of FMFK or any Subsidiary of FMFK, or would limit OLYMPIC or any Subsidiary of OLYMPIC after the Effective Time, to compete in or conduct any line of business or compete with any Person or in any geographic area or during any period of timeparty.

Non-Contravention. Except as disclosed in Section 4.5 of FMFK Disclosure Schedule, the The execution, delivery and performance by FMFK and MERGER SUB each of the Seller Parties of this Agreement and its obligations hereunder each of the Ancillary Agreements to which it is a party, and the consummation by FMFK the Seller Parties of the transactions contemplated hereby hereunder and thereunder, do not and will not (a) violatenot, contravene with or conflict with without the certificate giving of incorporation notice, the lapse of time or bylaws of FMFK or MERGER SUBboth, (bi) violateassuming the receipt of all consents, contravene approvals, waivers and authorizations and the making of the notices and filings (x) referred to in Section 3.5 or (y) required to be received or made by any of the Transferred Entities, as contemplated by Section 4.3 and Section 4.4, conflict with or constitute a violation of violate any provision of any law, regulation, judgment, injunction, order or decree binding upon or applicable to FMFK or the Organizational Documents of any of its Subsidiaries, including MERGER SUBthe Seller Parties, (cii) assuming the receipt of all consents, approvals, waivers and authorizations and the making of the notices and filings (x) referred to in Section 3.5 or (y) required to be received or made by any of the Transferred Entities, as contemplated by Section 4.3 and Section 4.4, conflict with, or result in the breach of, or constitute a default under under, or give rise to a right of result in the termination, cancellation Encumbrance, vesting, cancellation, modification or acceleration of any right or obligation of FMFK or any of its Subsidiaries, including MERGER SUBthe Seller Parties under, or to result in a loss of any benefit to which FMFK any of the Seller Parties is entitled under, any Contract, Benefit and Compensation Arrangement or other agreement or instrument binding upon any of the Seller Parties or to which the property of any of the Seller Parties is subject (including, without limitation, the Transferred Equity Interests), or (iii) assuming the receipt of all consents, approvals, waivers and authorizations and the making of notices and filings (A) referred to in Section 3.5 or (B) required to be received or made by any of the Transferred Entities or by the Buyer Parties or any of its Subsidiaries is entitled their Affiliates, violate or result in a breach of or constitute a default under any provision of any agreement, contract or other instrument binding upon FMFK or Law to which any of its Subsidiaries (the "FMFK Agreements") Seller is subject or under any licensePermit of the Seller Parties that is related to the PCB Business, franchiseother than, lease, permit or other similar authorization held by FMFK or any of its Subsidiaries, or (d) result in the creation or imposition case of any Lien on any asset of FMFK or any of its Subsidiaries. For purposes of this Agreement, "Lien" means any mortgage, lien, pledge, hypothecate, charge, security interest or encumbrance of any kind in respect of such asset other than any such mortgage, lien, pledge, charge, security interest or encumbrance (i) for Taxes (as defined in Section 4.13 hereof) not yet due or being contested in good faith (and for which adequate accruals or reserves have been established on FMFK Balance Sheet (as such term is defined in Section 4.9 hereof), as the case may be); clauses (ii) which is a carriers'and (iii), warehousemen'sany conflict, mechanics'breach, materialmen'sdefault, repairmen's termination, Encumbrance, vesting, cancellation, modification, acceleration or other like lien arising loss that would not, individually or in the ordinary course of business; (iii) statutory or common law liens to secure obligations to landlordsaggregate, lessors or renters under leases or rental agreements confined to the premises rented or (iv) deposits or pledges made in connection with, or to secure payment of, workers' compensation, unemployment insurance, or other social security programs mandated under laws applicable to FMFK. Except as disclosed in Section 4.5 of FMFK Disclosure Schedule, neither FMFK nor any Subsidiary of FMFK is have a party to any agreement that expressly limits the ability of FMFK or any Subsidiary of FMFK, or would limit OLYMPIC or any Subsidiary of OLYMPIC after the Effective Time, to compete in or conduct any line of business or compete with any Person or in any geographic area or during any period of timeMaterial Adverse Effect.

Non-Contravention. Except as disclosed in Section 4.5 The execution, delivery and performance by Buyer of FMFK Disclosure Schedule, this Agreement and the execution, delivery and performance by FMFK each of Buyer and MERGER SUB Parent of this Agreement and its obligations hereunder each of the Ancillary Agreements to which it is a party, and the consummation by FMFK of the transactions contemplated hereby and thereby, do not and will not (a) violate, contravene or conflict with violate any provision of the certificate of incorporation incorporation, bylaws or bylaws other organizational documents of FMFK Buyer, Parent or MERGER SUBany of Parent’s Affiliates, (b) violateassuming the receipt of all consents, contravene approvals, waivers and authorizations and the making of notices and filings set forth on Schedule 4.6 of the Buyer Disclosure Schedule with respect to any 82 Person which is not a Government Entity or Self-Regulatory Organization, conflict with with, or result in the breach of, or constitute a violation of any provision of any lawdefault under, regulation, judgment, injunction, order or decree binding upon or applicable to FMFK or any of its Subsidiaries, including MERGER SUB, (c) constitute a default under or give rise to a right of result in the termination, cancellation cancellation, modification or acceleration (whether after the filing of notice or the lapse of time or both) of any right or obligation of FMFK Buyer, Parent or any of its SubsidiariesParent’s Affiliates, including MERGER SUBunder, or to result in a loss of any benefit to which FMFK Buyer, Parent or any of its Subsidiaries Parent’s Affiliates is entitled under under, any provision of any agreement, contract or other instrument binding upon FMFK or Contract to which any of its Subsidiaries (the "FMFK Agreements") them is a party or any license, franchise, lease, permit or other similar authorization held by FMFK or any of its Subsidiaries, or (d) result in the creation or imposition of any Lien Encumbrance upon any of their Assets or give rise to any Purchase Right or (c) assuming the receipt of all consents, approvals, waivers and authorizations and the making of notices and filings set forth on Schedule 4.6 of the Buyer Disclosure Schedule with respect to Government Entities or Self-Regulatory Organizations or required to be made or obtained by Seller, violate or result in a breach of or constitute a default under any asset of FMFK Law to which Buyer, Parent or any of its Subsidiaries. For purposes Parent’s Affiliates is subject, or under any Parent Governmental Authorization, other than, in the case of this Agreement, "Lien" means any mortgage, lien, pledge, hypothecate, charge, security interest or encumbrance of any kind in respect of such asset other than any such mortgage, lien, pledge, charge, security interest or encumbrance clauses (ib) for Taxes and (as defined in Section 4.13 hereof) not yet due or being contested in good faith (and for which adequate accruals or reserves have been established on FMFK Balance Sheet (as such term is defined in Section 4.9 hereofc), as the case may be); (ii) which is a carriers'conflicts, warehousemen'sbreaches, mechanics'terminations, materialmen'sdefaults, repairmen's cancellations, accelerations, losses, violations or other like lien arising Encumbrances that would not, individually or in the ordinary course of business; (iii) statutory or common law liens aggregate, reasonably be expected to secure obligations to landlords, lessors or renters under leases or rental agreements confined to the premises rented or (iv) deposits or pledges made in connection with, or to secure payment of, workers' compensation, unemployment insurance, or other social security programs mandated under laws applicable to FMFK. Except as disclosed in Section 4.5 of FMFK Disclosure Schedule, neither FMFK nor any Subsidiary of FMFK is have a party to any agreement that expressly limits the ability of FMFK or any Subsidiary of FMFK, or would limit OLYMPIC or any Subsidiary of OLYMPIC after the Effective Time, to compete in or conduct any line of business or compete with any Person or in any geographic area or during any period of timeParent Material Adverse Effect.

Non-Contravention. Except as disclosed in Section 4.5 of FMFK Disclosure Schedule, the execution, The execution and delivery by Parent and performance by FMFK and MERGER SUB Acquisition Sub of this Agreement and its all other agreements and documents contemplated hereby to which they are parties, the performance by Parent and Acquisition Sub of their respective covenants and obligations hereunder and thereunder and the consummation by FMFK Parent and Acquisition Sub of the transactions contemplated hereby and thereby, do not and will not (a) violate, contravene violate or conflict with any provision of the certificate certificates of incorporation incorporation, bylaws or bylaws other organizational documents of FMFK Parent or MERGER SUBAcquisition Sub, (b) violate, contravene conflict with, or conflict with result in the breach of or constitute a violation default (or an event which with notice or lapse of time or both would become a default) under, or result in the termination of, or accelerate the performance required by, or result in a right of purchase, amendment, payment, cancellation, termination or acceleration under, or impair Parent’s or Acquisition Sub’s rights under, or alter their respective obligations or alter the material rights or obligations of any provision third party under, any of the terms, conditions or provisions of any lawnote, regulationbond, judgmentmortgage, injunctionindenture, order lease, license, Contract, agreement or decree binding upon other instrument or applicable obligation to FMFK which Parent or Acquisition Sub is a party or by which Parent, Acquisition Sub or any of its Subsidiaries, including MERGER SUBtheir properties or assets may be bound, (c) constitute a default under assuming the Consents referred to in Section 4.4 are obtained or give rise made, violate or conflict with any Law, Order, or rule of the NASDAQ Global Select Market applicable to a right of termination, cancellation Parent or acceleration of any right Acquisition Sub or obligation of FMFK or by which any of its Subsidiaries, including MERGER SUB, their properties or to a loss of any benefit to which FMFK or any of its Subsidiaries is entitled under any provision of any agreement, contract or other instrument binding upon FMFK or any of its Subsidiaries (the "FMFK Agreements") or any license, franchise, lease, permit or other similar authorization held by FMFK or any of its Subsidiaries, assets are bound or (d) result in the creation or imposition of any Lien on any asset of FMFK or (other than Permitted Liens) upon any of its Subsidiaries. For purposes the properties or assets of this AgreementParent or Acquisition Sub, "Lien" means any mortgage, lien, pledge, hypothecate, charge, security interest or encumbrance except in the case of any kind in respect each of such asset other than any such mortgage, lien, pledge, charge, security interest or encumbrance clauses (i) for Taxes (as defined in Section 4.13 hereof) not yet due or being contested in good faith (and for which adequate accruals or reserves have been established on FMFK Balance Sheet (as such term is defined in Section 4.9 hereofb), as the case may be); (iic) and (d) above, for such violations, conflicts, defaults, terminations, accelerations or Liens which is a carriers'would not, warehousemen's, mechanics', materialmen's, repairmen's individually or other like lien arising in the ordinary course aggregate, prevent or materially delay the consummation by Parent or Acquisition Sub of business; (iii) statutory or common law liens to secure obligations to landlords, lessors or renters under leases or rental agreements confined to the premises rented or (iv) deposits or pledges made in connection withtransactions contemplated hereby, or to secure payment of, workers' compensation, unemployment insurance, the performance by Parent or other social security programs mandated under laws applicable to FMFK. Except as disclosed in Section 4.5 Acquisition Sub of FMFK Disclosure Schedule, neither FMFK nor any Subsidiary of FMFK is a party to any agreement that expressly limits the ability of FMFK or any Subsidiary of FMFK, or would limit OLYMPIC or any Subsidiary of OLYMPIC after the Effective Time, to compete in or conduct any line of business or compete with any Person or in any geographic area or during any period of timetheir respective covenants and obligations hereunder.

Non-Contravention. Except as disclosed in Section 4.5 The execution and delivery of FMFK Disclosure Schedule, the execution, delivery and performance by FMFK and MERGER SUB of this Agreement and its obligations hereunder Transaction Documents and the consummation by FMFK of the transactions contemplated hereby do not and thereby will not (aA) violate, contravene or conflict with the certificate of incorporation or bylaws of FMFK or MERGER SUB, (b) violate, contravene or conflict with or constitute a violation of, or default (with the passage of time or otherwise) under, (i) any provision contract, agreement or other instrument filed or incorporated by reference as an exhibit to any of the Exchange Act Documents (any such contract, agreement or instrument, an “Exchange Act Exhibit”) except for the Note Purchase Agreement by and among the Company, ComVest Venture Partners, L.P. and the Additional Note Purchasers dated as of March 1, 2002, as amended (the “ComVest Notes”), (ii) the charter, by-laws or other organizational documents of the Company or any Subsidiary, or (iii) any law, administrative regulation, judgmentordinance or order of any court or governmental agency, injunction, order arbitration panel or decree binding upon or authority applicable to FMFK the Company or any Subsidiary or their respective properties, except in the case of its Subsidiariesclauses (i) and (iii) for any such conflicts, including MERGER SUB, (c) constitute violations or defaults which are not reasonably likely to have a default under or give rise to a right of termination, cancellation or acceleration of any right or obligation of FMFK or any of its Subsidiaries, including MERGER SUB, or to a loss of any benefit to which FMFK or any of its Subsidiaries is entitled under any provision of any agreement, contract or other instrument binding upon FMFK or any of its Subsidiaries (the "FMFK Agreements") or any license, franchise, lease, permit or other similar authorization held by FMFK or any of its Subsidiaries, Material Adverse Effect or (dB) result in the creation or imposition of any Lien on any asset of FMFK or any of its Subsidiaries. For purposes of this Agreement, "Lien" means any mortgage, lien, pledgeencumbrance, hypothecate, chargeclaim, security interest or encumbrance restriction whatsoever upon any of the material properties or assets of the Company or any kind Subsidiary (except as contemplated hereby) or an acceleration of indebtedness pursuant to any obligation, agreement or condition contained in respect any Exchange Act Exhibit, except that the transactions contemplated by the Transaction Documents may result in an event of such asset other than any such mortgage, lien, pledge, charge, security interest or encumbrance default under the ComVest Notes. Except for (i) for Taxes (as defined the filing of a Form 8-K in Section 4.13 hereof) not yet due or being contested in good faith (connection with the transactions contemplated by the Transaction Documents and for which adequate accruals or reserves have been established on FMFK Balance Sheet (as such term is defined in Section 4.9 hereof), as the case may be); (ii) which is a carriers'the Registration Statement, warehousemen'sForm D and any related state “Blue Sky” filings required to be filed with respect to the Securities pursuant to Section 6 hereof, mechanics'no consent, materialmen'sapproval, repairmen's authorization or other like lien arising in the ordinary course of business; (iii) statutory order of, or common law liens to secure obligations to landlordsregistration, lessors qualification or renters under leases or rental agreements confined to the premises rented or (iv) deposits or pledges made in connection filing with, or to secure payment ofany regulatory body, workers' compensation, unemployment insuranceadministrative agency, or other social security programs mandated under laws applicable to FMFK. Except as disclosed governmental body in Section 4.5 of FMFK Disclosure Schedule, neither FMFK nor any Subsidiary of FMFK is a party to any agreement that expressly limits the ability of FMFK United States or any Subsidiary other person is required for the execution and delivery of FMFKthe Transaction Documents, and the valid issuance and sale of the Securities to be sold pursuant to this Agreement, and the valid issuance of the Conversion Shares in accordance with the Notes, other than such as have been made or would limit OLYMPIC obtained, and except for any post-closing securities filings or any Subsidiary of OLYMPIC after the Effective Time, notifications required to compete in be made under federal or conduct any line of business or compete with any Person or in any geographic area or during any period of timestate securities laws.

Non-Contravention. Except as disclosed in Section 4.5 of FMFK Disclosure Schedule, the The execution, delivery and performance by FMFK ----------------- Acquirer and MERGER SUB Merger Subsidiary of this Agreement and its obligations hereunder and the consummation by FMFK Acquirer and Merger Subsidiary of the transactions contemplated hereby do not and will not (a) violateassuming compliance with the matters referred to in Section 4.3, contravene or conflict with the certificate of incorporation or bylaws of FMFK Acquirer or MERGER SUBMerger Subsidiary, (b) violateassuming compliance with the matters referred to in Section 4.4, contravene or conflict with or constitute a violation of any provision of any law, regulation, judgment, injunction, order or decree binding upon or applicable to FMFK Acquirer or any of its Subsidiaries, including MERGER SUB, (c) constitute a default under or give rise to a right of termination, cancellation or acceleration of any right or obligation of FMFK Acquirer or any of its Subsidiaries, including MERGER SUB, Subsidiaries or to a loss of any benefit to which FMFK Acquirer or any of its Subsidiaries is entitled under any provision of any agreement, contract or other instrument binding upon FMFK Acquirer or any of its Subsidiaries (the "FMFK Agreements") or any license, franchise, lease, permit or other similar authorization held by FMFK Acquirer or any of its Subsidiaries, or (d) result in the creation or imposition of any Lien on any asset of FMFK Acquirer or any of its Subsidiaries. For purposes , except for such contraventions, conflicts or violations referred to in clause (b) or defaults, rights of this Agreementtermination, "Lien" means any mortgagecancellation or acceleration, lienor losses or Liens referred to in clause (c) or (d) that would not, pledge, hypothecate, charge, security interest individually or encumbrance of any kind in respect of such asset other than any such mortgage, lien, pledge, charge, security interest or encumbrance (i) for Taxes (as defined in Section 4.13 hereof) not yet due or being contested in good faith (and for which adequate accruals or reserves have been established on FMFK Balance Sheet (as such term is defined in Section 4.9 hereof), as the case may be); (ii) which is a carriers', warehousemen's, mechanics', materialmen's, repairmen's or other like lien arising in the ordinary course of business; (iii) statutory or common law liens to secure obligations to landlordsaggregate, lessors or renters under leases or rental agreements confined to the premises rented or (iv) deposits or pledges made in connection with, or to secure payment of, workers' compensation, unemployment insurance, or other social security programs mandated under laws applicable to FMFKhave a Material Adverse Effect on Acquirer. Except as disclosed in Section 4.5 of FMFK Disclosure ScheduleSchedule 4.5, ------------ neither FMFK Acquirer nor any Subsidiary of FMFK Acquirer is a party to any agreement that expressly limits the ability of FMFK Acquirer or any Subsidiary of FMFK, or would limit OLYMPIC or any Subsidiary of OLYMPIC after the Effective Time, Acquirer to compete in or conduct any line of business or compete with any Person or in any geographic area or during any period of timetime except to the extent that any such limitation, individually or in the aggregate, would not be reasonably likely to have a Material Adverse Effect on Acquirer after the Effective Time.

Non-Contravention. Except as disclosed in Section 4.5 of FMFK Disclosure Schedule, the execution, The execution and delivery and performance by FMFK and MERGER SUB Mxxxxx Sub of this Agreement and its obligations hereunder and each Ancillary Document to which it is, or is contemplated to be, a party, the consummation by FMFK Mxxxxx Sub of the transactions contemplated hereby do not and thereby, and compliance by Mxxxxx Sub with any of the provisions hereof and thereof, will not (a) violate, contravene or conflict with the certificate or violate any provision of incorporation or bylaws of FMFK or MERGER SUBMerger Sub’s Organizational Documents, (b) violatesubject to obtaining the Consents from Governmental Authorities referred to in Section 4.3 hereof, contravene and the waiting periods referred to therein having expired, including waiting periods, approvals, clearances, required antitrust filings or orders required under Antitrust Laws, and any condition precedent to such Consent or waiver having been satisfied, conflict with or constitute a violation of violate any provision of any lawLaw, regulation, judgment, injunction, order Order or decree binding upon or Consent applicable to FMFK Merger Sub or any of its Subsidiariesproperties or assets, including MERGER SUBor (c) (i) violate, conflict with or result in a breach of, (cii) constitute a default under (or an event which, with notice or lapse of time or both, would constitute a default) under, (iii) result in the termination, withdrawal, suspension, cancellation or modification of, (iv) accelerate the performance required by Merger Sub under, (v) result in a right of termination or acceleration under, (vi) give rise to a right of terminationany obligation to make payments or provide compensation under, cancellation or acceleration of any right or obligation of FMFK or any of its Subsidiaries, including MERGER SUB, or to a loss of any benefit to which FMFK or any of its Subsidiaries is entitled under any provision of any agreement, contract or other instrument binding upon FMFK or any of its Subsidiaries (the "FMFK Agreements") or any license, franchise, lease, permit or other similar authorization held by FMFK or any of its Subsidiaries, or (dvii) result in the creation or imposition of any Lien on any asset of FMFK or (other than a Permitted Lien) upon any of its Subsidiaries. For purposes the properties or assets of this AgreementMerger Sub under, "Lien" means any mortgage, lien, pledge, hypothecate, charge, security interest or encumbrance of any kind in respect of such asset other than any such mortgage, lien, pledge, charge, security interest or encumbrance (iviii) for Taxes (as defined in Section 4.13 hereof) not yet due or being contested in good faith (and for which adequate accruals or reserves have been established on FMFK Balance Sheet (as such term is defined in Section 4.9 hereof), as the case may be); (ii) which is a carriers', warehousemen's, mechanics', materialmen's, repairmen's or other like lien arising in the ordinary course of business; (iii) statutory or common law liens to secure obligations to landlords, lessors or renters under leases or rental agreements confined to the premises rented or (iv) deposits or pledges made in connection with, or to secure payment of, workers' compensation, unemployment insurance, or other social security programs mandated under laws applicable to FMFK. Except as disclosed in Section 4.5 of FMFK Disclosure Schedule, neither FMFK nor any Subsidiary of FMFK is a party give rise to any agreement that expressly limits the ability of FMFK obligation to obtain any third party Consent or provide any Subsidiary of FMFK, or would limit OLYMPIC or any Subsidiary of OLYMPIC after the Effective Time, notice to compete in or conduct any line of business or compete with any Person or (ix) give any Person the right to declare a default, exercise any remedy, claim a rebate, chargeback, penalty or change in delivery schedule, accelerate the maturity or performance, cancel, terminate or modify any geographic area right, benefit, obligation or during other term under, any period of timethe terms, conditions or provisions of, any Contract of Merger Sub, except for any deviations from any of the foregoing clauses (a), (b) or (c) that has not been and would not reasonably be expected to be, individually or in the aggregate, material to Merger Sub or prevent Merger Sub to consummate the transactions contemplated by this Agreement.

Non-Contravention. Except as disclosed set forth in Section 4.5 3.3 of FMFK the Purchaser Disclosure Schedule, the execution, execution and delivery and performance by FMFK and MERGER SUB of this Agreement and its obligations hereunder each of the Ancillary Agreements by Purchaser does not, and the consummation by FMFK of the transactions contemplated hereby do not and thereby (including the Financing) will not not: (ai) violate, contravene or conflict with the certificate of incorporation or bylaws of FMFK or MERGER SUB, (b) violate, contravene or conflict with or constitute a violation result in any breach of any provision of any law, regulation, judgment, injunction, order or decree binding upon or applicable to FMFK or any the Organizational Documents of its Subsidiaries, including MERGER SUBPurchaser, (cii) result in a violation or breach of any provision of, constitute (with or without due notice or lapse of time or both) a default under or under, give rise to a right of termination, cancellation or acceleration of any right obligation or obligation the loss of FMFK any benefit under, or require any consent under, any Contract of any kind to which Purchaser is a party or by which it or any of its Subsidiariesproperties or Assets may be bound or affected, including MERGER SUB(iii) except as set forth in Section 3.3 of the Purchaser Disclosure Schedule and pursuant to the Financing, or to a loss of any benefit to which FMFK or any of its Subsidiaries is entitled under any provision of any agreement, contract or other instrument binding upon FMFK or any of its Subsidiaries (the "FMFK Agreements") or any license, franchise, lease, permit or other similar authorization held by FMFK or any of its Subsidiaries, or (d) result in the creation or imposition of any Lien on upon any asset of FMFK the properties or assets of Purchaser, or (iv) subject to approval by Purchaser’s stockholders of the issuance of Purchaser Common Stock pursuant to this Agreement and the Governmental Approvals referred to in Section 3.5, violate any Laws applicable to Purchaser or any of its Subsidiaries. For purposes of this Agreementproperties or assets, "Lien" means any mortgageexcept, lienin each case, pledge, hypothecate, charge, security interest or encumbrance of any kind in respect of such asset other than any such mortgage, lien, pledge, charge, security interest or encumbrance excluding clause (i) for Taxes (as defined in of this Section 4.13 hereof) not yet due or being contested in good faith (and for which adequate accruals or reserves have been established on FMFK Balance Sheet (as such term is defined in Section 4.9 hereof)3.3, as would not reasonably be expected to have a material adverse effect on the case may be); business, financial condition, financial position, or results of operations of Purchaser and its Subsidiaries, taken as a whole, excluding any effects resulting from (iix) events or circumstances adversely affecting any principal markets served by the Purchaser and its Subsidiaries or the industry in which is a carriers'the Purchaser operates, warehousemen'sexcept any changes that affect the business of Purchaser materially disproportionately to its competitors, mechanics', materialmen's, repairmen's or other like lien arising in the ordinary course of business; (iiiy) statutory or common law liens to secure obligations to landlords, lessors or renters under leases or rental agreements confined to the premises rented general economic conditions or (ivz) deposits changes or pledges made in connection witheffects arising out of the execution, delivery, announcement or to secure payment of, workers' compensation, unemployment insurance, performance of this Agreement or other social security programs mandated under laws applicable to FMFK. Except as disclosed in Section 4.5 the consummation of FMFK Disclosure Schedule, neither FMFK nor any Subsidiary of FMFK is transaction contemplated hereby (a party to any agreement that expressly limits the ability of FMFK or any Subsidiary of FMFK, or would limit OLYMPIC or any Subsidiary of OLYMPIC after the Effective Time, to compete in or conduct any line of business or compete with any Person or in any geographic area or during any period of time“Purchaser Material Adverse Effect”).

Non-Contravention. Except as disclosed in Section 4.5 of FMFK Disclosure Schedule, the execution, The execution and delivery and performance by FMFK and MERGER SUB such Seller of this Agreement and its obligations hereunder each Ancillary Document to which it is a party or otherwise bound and the consummation by FMFK such Seller of the transactions contemplated hereby do not and thereby, and compliance by such Seller with any of the provisions hereof and thereof, will not not, (a) violateif such Seller is an entity, contravene or conflict with the certificate or violate any provision of incorporation or bylaws of FMFK or MERGER SUBsuch Seller’s Organizational Documents, (b) violate, contravene or conflict with or constitute a violation of violate any provision of any lawLaw, regulation, judgment, injunction, order Order or decree binding upon or Consent applicable to FMFK such Seller or any of its Subsidiariesproperties or assets or (c) (i) violate, including MERGER SUBconflict with or result in a breach of, (cii) constitute a default under (or an event which, with notice or lapse of time or both, would constitute a default) under, (iii) result in the termination, withdrawal, suspension, cancellation or modification of, (iv) accelerate the performance required by such Seller under, (v) result in a right of termination or acceleration under, (vi) give rise to a right of terminationany obligation to make payments or provide compensation under, cancellation or acceleration of any right or obligation of FMFK or any of its Subsidiaries, including MERGER SUB, or to a loss of any benefit to which FMFK or any of its Subsidiaries is entitled under any provision of any agreement, contract or other instrument binding upon FMFK or any of its Subsidiaries (the "FMFK Agreements") or any license, franchise, lease, permit or other similar authorization held by FMFK or any of its Subsidiaries, or (dvii) result in the creation or imposition of any Lien on any asset of FMFK or upon any of its Subsidiaries. For purposes of this Agreement, "Lien" means any mortgage, lien, pledge, hypothecate, charge, security interest the properties or encumbrance of any kind in respect assets of such asset other than Seller under, (viii) give rise to any such mortgageobligation to obtain any third party consent or (ix) give any Person the right to declare a default, lienexercise any remedy, pledgeclaim a rebate, chargechargeback, security interest penalty or encumbrance (i) for Taxes (as defined change in Section 4.13 hereof) not yet due delivery schedule, accelerate the maturity or being contested in good faith (and for which adequate accruals performance, cancel, terminate or reserves have been established on FMFK Balance Sheet (as such term is defined in Section 4.9 hereof)modify any right, as the case may be); (ii) which is a carriers'benefit, warehousemen's, mechanics', materialmen's, repairmen's obligation or other like lien arising in term under, any of the ordinary course of business; (iii) statutory terms, conditions or common law liens to secure obligations to landlords, lessors or renters under leases or rental agreements confined to the premises rented or (iv) deposits or pledges made in connection with, or to secure payment provisions of, workers' compensation, unemployment insurance, or other social security programs mandated under laws applicable any Contract to FMFK. Except as disclosed in Section 4.5 of FMFK Disclosure Schedule, neither FMFK nor any Subsidiary of FMFK which such Seller is a party or such Seller or its properties or assets are otherwise bound, except for any deviations from any of the foregoing clauses (a), (b) or (c) that has not had and would not reasonably be expected to any agreement that expressly limits materially impair or delay the ability of FMFK such Seller to consummate the Transactions. If such Seller is an entity, the governing or any Subsidiary managing body or persons of FMFK, or would limit OLYMPIC or any Subsidiary such Seller has authorized the execution and delivery of OLYMPIC after this Agreement by such Seller and has approved this Agreement and the Effective Time, to compete in or conduct any line of business or compete with any Person or in any geographic area or during any period of timeTransactions.

Non-Contravention. Except as disclosed in Section 4.5 3.4(b) of FMFK the Seller Disclosure Schedule, the execution, execution and delivery and performance by FMFK and MERGER SUB Seller of this Agreement and its obligations hereunder do not, and the consummation by FMFK of the transactions contemplated hereby do not and will not (a) not, violate, contravene or conflict with the certificate of incorporation or bylaws of FMFK or MERGER SUB, (b) violate, contravene or conflict with or constitute result in a violation breach of any provision of, or constitute a default (with or without notice or lapse of time or both) under, or result in the termination of, or accelerate the performance required by, or result in a right of payment, termination, cancellation, modification or acceleration of any lawobligation under, regulationor result in the creation of any lien, judgmentsecurity interest, injunction, order charge or decree binding encumbrance upon any of the properties or applicable to FMFK assets of PGE or PGH II or any of its Subsidiariestheir respective subsidiaries, including MERGER SUBor, to the knowledge of any of Seller, PGE, PGH II or any subsidiary of PGE or PGH II, any of PGE's or PGH II's joint ventures (c) constitute a default under or give rise to a any such violation, conflict, breach, default, right of termination, cancellation or acceleration acceleration, loss or creation, a "PGE Violation") under, any provisions of any right (i) the articles of incorporation, bylaws or obligation similar governing documents of FMFK Seller, PGE or PGH II or any of its Subsidiariestheir respective subsidiaries or joint ventures, including MERGER SUB(ii) subject to obtaining the Seller Required Statutory Approvals, any statute, law, ordinance, rule, regulation, judgment, decree, order, injunction, writ, permit or to a loss license of any benefit Governmental Authority applicable to which FMFK Seller, PGE, PGH II or any of its Subsidiaries is entitled under any provision their respective subsidiaries or, to the knowledge of any agreementof Seller, contract PGE, PGH II or other instrument binding upon FMFK any subsidiary of PGE or PGH II, any of their respective joint ventures or any of its Subsidiaries their respective properties or assets, or (iii) subject to obtaining the third-party consents or other approvals disclosed in Section 3.4(b) of the Seller Disclosure Schedule (the "FMFK AgreementsPGE Required Consents") or ), any note, bond, mortgage, indenture, deed of trust, license, franchise, leasepermit, permit concession, contract, lease or other similar authorization held by FMFK instrument, obligation or agreement of any kind to which Seller, PGE, PGH II or any of its Subsidiariestheir respective subsidiaries or, or (d) result in to the creation or imposition knowledge of any Lien on of Seller, PGE, PGH II or any asset subsidiary of FMFK PGE or PGH II, any of their respective joint ventures, is now a party or by which any of them or any of its Subsidiaries. For purposes of this Agreementtheir respective properties or assets may be bound or affected, "Lien" means any mortgage, lien, pledge, hypothecate, charge, security interest or encumbrance of any kind in respect of such asset other than any such mortgage, lien, pledge, charge, security interest or encumbrance (i) for Taxes (as defined in Section 4.13 hereof) not yet due or being contested in good faith (and for which adequate accruals or reserves have been established on FMFK Balance Sheet (as such term is defined in Section 4.9 hereof), as excluding from the case may be); foregoing clauses (ii) which is a carriers', warehousemen's, mechanics', materialmen's, repairmen's or other like lien arising in the ordinary course of business; and (iii) statutory or common law liens to secure obligations to landlordssuch PGE Violations as would not have, lessors or renters under leases or rental agreements confined to in the premises rented or (iv) deposits or pledges made in connection withaggregate, or to secure payment of, workers' compensation, unemployment insurance, or other social security programs mandated under laws applicable to FMFK. Except as disclosed in Section 4.5 of FMFK Disclosure Schedule, neither FMFK nor any Subsidiary of FMFK is a party to any agreement that expressly limits the ability of FMFK or any Subsidiary of FMFK, or would limit OLYMPIC or any Subsidiary of OLYMPIC after the Effective Time, to compete in or conduct any line of business or compete with any Person or in any geographic area or during any period of timePGE Material Adverse Effect.

Non-Contravention. Except as disclosed in Section 4.5 of FMFK Disclosure Schedule, the The execution, delivery and performance by FMFK Stockholder, the Stockholder Parties and MERGER SUB the Company of this Agreement Agreement, the Internal Reorganization Documents, the Ancillary Agreements and its obligations hereunder other Closing Documents to which it is a party, and the consummation by FMFK of the transactions contemplated hereby Transactions, do not not, in the case of this Agreement, have not, in the case of the Internal Reorganization Documents, and will not (a) violateas of the Closing, contravene or conflict with in the certificate case of incorporation or bylaws of FMFK or MERGER SUBthis Agreement, the Internal Reorganization Documents, the Ancillary Agreements and the other Closing Documents to which it is a party, (bi) violate, contravene or conflict with or constitute a violation of violate any provision of the Articles of Incorporation, Bylaws or other organizational documents of any lawof Stockholder, regulationthe Stockholder Parties or the Companies or any shareholders’ agreement to which Stockholder, judgmentthe Stockholder Parties, injunction, order or decree binding upon or applicable to FMFK the Company or any of its Subsidiaries, including MERGER SUBthe Companies is a party, (cii) assuming the receipt of all consents, approvals, waivers and authorizations and the making of the notices and filings set forth on Schedule 3.3(b) of the Stockholder Disclosure Schedule, and except as set forth on Schedule 3.4 of the Stockholder Disclosure Schedule, conflict with, or result in the breach of, or constitute a default under (or event which with the giving of notice or lapse of time, or both, would constitute a default), give rise to a the right of of, or result in, termination, cancellation cancellation, modification, suspension, revocation or acceleration (whether after the filing of notice or the lapse of time or both) of any right or obligation of FMFK or any of its Subsidiaries, including MERGER SUBStockholder or the Companies under, or to result in a loss of any benefit to which FMFK or any of its Subsidiaries Stockholder or the Companies is entitled under under, any provision of any agreement, contract or other instrument binding upon FMFK or any of its Subsidiaries (the "FMFK Agreements") or any license, franchise, lease, permit or other similar authorization held by FMFK or any of its SubsidiariesContract, or (d) result in the creation or imposition of any Lien on any asset of FMFK or Encumbrance upon any of the Business Assets or the Shares or (iii) assuming the receipt of all consents, approvals, waivers and authorizations and the making of notices and filings set forth on Schedule 3.3(a) of the Stockholder Disclosure Schedule, or required to be made or obtained by Parent, violate or result in a breach of or constitute a default under any Law to which any of Stockholder, the Stockholder Parties or the Companies is subject, or under any Governmental Authorization, other than in the cases of clauses (ii) and (iii), conflicts, breaches, modifications, suspensions, revocations, terminations, defaults, cancellations, accelerations, losses, violations or Encumbrances that would not, individually or in the aggregate, (x) reasonably be expected to have a Material Adverse Effect and (y) materially impair or delay the ability of any of Stockholder, the Stockholder Parties or the Company to perform its Subsidiaries. For purposes of respective obligations under this Agreement, "Lien" means any mortgage, lien, pledge, hypothecate, charge, security interest the Ancillary Agreements or encumbrance of any kind in respect of such asset the other than any such mortgage, lien, pledge, charge, security interest or encumbrance (i) for Taxes (as defined in Section 4.13 hereof) not yet due or being contested in good faith (and for Closing Documents to which adequate accruals or reserves have been established on FMFK Balance Sheet (as such term is defined in Section 4.9 hereof), as the case may be); (ii) which it is a carriers', warehousemen's, mechanics', materialmen's, repairmen's or other like lien arising in the ordinary course of business; (iii) statutory or common law liens to secure obligations to landlords, lessors or renters under leases or rental agreements confined to the premises rented or (iv) deposits or pledges made in connection with, or to secure payment of, workers' compensation, unemployment insurance, or other social security programs mandated under laws applicable to FMFK. Except as disclosed in Section 4.5 of FMFK Disclosure Schedule, neither FMFK nor any Subsidiary of FMFK is a party to any agreement that expressly limits the ability of FMFK or any Subsidiary of FMFK, or would limit OLYMPIC or any Subsidiary of OLYMPIC after the Effective Time, to compete in or conduct any line of business or compete with any Person or in any geographic area or during any period of timeparty.

Non-Contravention. Except as disclosed in Section 4.5 of FMFK Disclosure Schedule, the The execution, delivery and performance by FMFK and MERGER SUB Purchaser or any of this Agreement and its obligations hereunder Affiliates of the Transaction Agreements to which it is a party, and the consummation by FMFK of the transactions contemplated hereby and thereby, do not and will not (ai) violate, contravene violate or conflict with the certificate of incorporation or bylaws of FMFK or MERGER SUB, (b) violate, contravene or conflict with or constitute a violation of any provision of any law, regulation, judgment, injunction, order or decree binding upon or applicable to FMFK the Organizational Documents of Purchaser or any of its Subsidiaries, including MERGER SUBAffiliates, (cii) assuming the receipt of all consents, approvals, waivers and authorizations and the making of the notices and filings set forth on Schedule 4.4(b), conflict with, or result in the breach of, or constitute a default under (with or without notice, lapse of time or both) under, require any consent under, or give rise to a right others any rights of termination, cancellation cancellation, modification or acceleration (with or without notice, lapse of time or both) of any right or obligation of FMFK Purchaser or any of its Subsidiaries, including MERGER SUBAffiliates under, or to result in a loss of any benefit to which FMFK Purchaser or any of its Affiliates is entitled under any Contract to which Purchaser or any of its Affiliates is a party to, or result in the creation of any Lien upon any of the Assets of Purchaser or any of its Affiliates, (iii) assuming the receipt of all consents, approvals, waivers and authorizations and the making of the notices and filings set forth on Schedule 4.4(b), conflict with, or result in the breach of, or constitute a default (with or without notice, lapse of time or both) under, require any consent under, or give others any rights of termination, cancellation, modification or acceleration (with or without notice, lapse of time or both) of any right or obligation of GSI or any of its Subsidiaries under, or result in a loss of any benefit to which GSI or any of its Subsidiaries is entitled under under, any provision of any agreementContract, contract or other instrument binding upon FMFK to which GSI or any of its Subsidiaries (is a party to, or result in the "FMFK Agreements") or creation of any license, franchise, lease, permit or other similar authorization held by FMFK Lien upon any of the Assets of GSI or any of its Subsidiaries, or (div) assuming the receipt of all consents, approvals, waivers and authorizations and the making of notices and filings under the HSR Act, or required to be made or obtained by Purchaser, conflict with, violate or result in the creation a breach of or imposition of any Lien on any asset of FMFK constitute a default by Purchaser or any of its Subsidiaries. For purposes Affiliates under any Law or Governmental Order applicable to Purchaser or any of this Agreement, "Lien" means its Affiliates or by which they or any mortgage, lien, pledge, hypothecate, charge, security interest of their respective Assets is bound or encumbrance of any kind in respect of such asset other than any such mortgage, lien, pledge, charge, security interest or encumbrance (i) for Taxes (as defined in Section 4.13 hereof) not yet due or being contested in good faith (and for which adequate accruals or reserves have been established on FMFK Balance Sheet (as such term is defined in Section 4.9 hereof), as the case may be); (ii) which is a carriers', warehousemen's, mechanics', materialmen's, repairmen's or other like lien arising in the ordinary course of business; (iii) statutory or common law liens to secure obligations to landlords, lessors or renters under leases or rental agreements confined to the premises rented or (iv) deposits or pledges made in connection withotherwise affected, or to secure payment of, workers' compensation, unemployment insurance, or other social security programs mandated under laws applicable to FMFK. Except as disclosed in Section 4.5 any Governmental Authorization of FMFK Disclosure Schedule, neither FMFK nor any Subsidiary of FMFK is a party to any agreement that expressly limits the ability of FMFK Purchaser or any Subsidiary of FMFK, or would limit OLYMPIC or any Subsidiary of OLYMPIC after the Effective Time, to compete in or conduct any line of business or compete with any Person or in any geographic area or during any period of timeits Affiliates.

Non-Contravention. Except as disclosed in Section 4.5 of FMFK Disclosure Schedule, the The execution, delivery and performance by FMFK Seller and MERGER SUB its Affiliates of this Agreement and its obligations hereunder the Ancillary Agreements to which they are a party, and the consummation by FMFK of the transactions contemplated hereby and thereby (and assuming solely for this purpose that all Contracts Related to the Acquired Business shall constitute Assigned Contracts but, for purposes of Section 6.2(a) only, excluding any Contract that is not an Assigned Contract), do not and will not (a) violateviolate any provision of the articles of incorporation, contravene bylaws or conflict with the certificate other organizational documents of incorporation Seller or bylaws any of FMFK or MERGER SUBits Affiliates, (b) violateassuming (i) the entry of the Confirmation Order (or the entry of an order pursuant to section 365(f) of the Bankruptcy Code authorizing the assumption and, contravene if applicable, assignment of Assigned Contracts), and (ii) the receipt of all consents, approvals, waivers and authorizations and the making of the notices and filings set forth on Schedule 3.4 of the Seller Disclosure Schedule with respect to any Person which is not a Government Entity or Self-Regulatory Organization (which assumption shall not apply to Section 5.8 and Article VIII), conflict with with, or result in the breach of, or constitute a violation of any provision of any lawdefault under, regulation, judgment, injunction, order or decree binding upon or applicable to FMFK or any of its Subsidiaries, including MERGER SUB, (c) constitute a default under or give rise to a right of result in the termination, cancellation cancellation, modification or acceleration of any right or obligation of FMFK Seller or any of its Subsidiaries, including MERGER SUBAffiliates under, or to result in a loss of any benefit to which FMFK Seller or any of its Subsidiaries Affiliates is entitled under, any Contract, or result in the creation of any Encumbrance upon any of the Transferred Assets or give rise to any Purchase Right, in each case, whether after the filing of notice or the lapse of time or both, or (c) assuming the entry of the Confirmation Order and the receipt of all consents, approvals, waivers and authorizations and the making of notices and filings set forth on Schedule 3.4 of the Seller Disclosure Schedule with respect to Government Entities or Self-Regulatory Organizations or required to be made or obtained by Buyer (which assumption shall not apply to Section 5.8 and Article VIII), violate or result in a breach of or constitute a default under any provision of any agreement, contract or other instrument binding upon FMFK Law to which Seller or any of its Subsidiaries (the "FMFK Agreements") or any license, franchise, lease, permit or other similar authorization held by FMFK or any of its SubsidiariesAffiliates is subject, or under any Governmental Authorization, except for (d) result which exception shall not apply to Section 5.8 and Article VIII), in the creation or imposition cases of any Lien on any asset of FMFK or any of its Subsidiaries. For purposes of this Agreement, "Lien" means any mortgage, lien, pledge, hypothecate, charge, security interest or encumbrance of any kind in respect of such asset other than any such mortgage, lien, pledge, charge, security interest or encumbrance clauses (ib) for Taxes and (as defined in Section 4.13 hereof) not yet due or being contested in good faith (and for which adequate accruals or reserves have been established on FMFK Balance Sheet (as such term is defined in Section 4.9 hereofc), as the case may be); (ii) which is a carriers'conflicts, warehousemen'sbreaches, mechanics'terminations, materialmen'sdefaults, repairmen's cancellations, accelerations, losses, violations, Encumbrances or other like lien arising Purchase Rights that would not, individually or in the ordinary course of business; (iii) statutory or common law liens aggregate, reasonably be expected to secure obligations to landlords, lessors or renters under leases or rental agreements confined to the premises rented or (iv) deposits or pledges made in connection with, or to secure payment of, workers' compensation, unemployment insurance, or other social security programs mandated under laws applicable to FMFK. Except as disclosed in Section 4.5 of FMFK Disclosure Schedule, neither FMFK nor any Subsidiary of FMFK is have a party to any agreement that expressly limits the ability of FMFK or any Subsidiary of FMFK, or would limit OLYMPIC or any Subsidiary of OLYMPIC after the Effective Time, to compete in or conduct any line of business or compete with any Person or in any geographic area or during any period of timeMaterial Adverse Effect.

Non-Contravention. Except as disclosed in Section 4.5 of FMFK Disclosure Schedule, the The execution, delivery and performance by FMFK and MERGER SUB of this Agreement and its obligations hereunder and the consummation by FMFK of the transactions contemplated hereby do not and will not (a) violateresult in a breach of any of the terms and provisions of, contravene or conflict with the certificate of incorporation or bylaws of FMFK or MERGER SUB, (b) violate, contravene or conflict with or constitute a violation of any provision of any law, regulation, judgment, injunction, order or decree binding upon or applicable to FMFK default under: (i) the Company’s or any of its Subsidiariesthe Subsidiaries charter, including MERGER SUB, (c) constitute a default under or give rise to a right of termination, cancellation or acceleration of any right or obligation of FMFK or any of its Subsidiaries, including MERGER SUB, or to a loss of any benefit to which FMFK or any of its Subsidiaries is entitled under any provision of any agreement, contract bylaws or other instrument binding upon FMFK or any of its Subsidiaries (the "FMFK Agreements") or any license, franchise, lease, permit or other similar authorization held by FMFK or any of its Subsidiaries, or (d) result in the creation or imposition of any Lien on any asset of FMFK or any of its Subsidiaries. For purposes of this Agreement, "Lien" means any mortgage, lien, pledge, hypothecate, charge, security interest or encumbrance of any kind in respect of such asset other than any such mortgage, lien, pledge, charge, security interest or encumbrance (i) for Taxes (as defined in Section 4.13 hereof) not yet due or being contested in good faith (and for which adequate accruals or reserves have been established on FMFK Balance Sheet (as such term is defined in Section 4.9 hereof)organizational documents, as the case may be); (ii) any statute, indenture, mortgage, deed of trust, voting trust agreement, note, lease or other agreement or instrument to which the Company or any Subsidiary (as defined below) is a carriers'party or by which the Company, warehousemen's, mechanics', materialmen's, repairmen's any subsidiary or other like lien arising in the ordinary course any of businesstheir respective properties is bound; (iii) statutory any rule or common law liens regulation or order of any court or other governmental agency or body with jurisdiction over the Company, any Subsidiary or any of their respective properties, except for such conflicts, breaches or defaults that do not result in and could not reasonably be expected to secure obligations result in, individually or in the aggregate, a Company MAE (as defined below); and no consent, approval, authorization or order of any court or governmental agency or body has been or is required for the performance of this Agreement or for the consummation of the transactions contemplated herein except as have been obtained or will be obtained under the Securities Act, from the Financial Industry Regulatory Authority, Inc. (“FINRA”) or as may be required under the applicable “blue sky” or other state securities laws in connection with the offer and sale of the Shares or under the laws of states in which the Company or any of the Subsidiaries may own real properties in connection with its qualification to landlordstransact business in those states or as may be required by subsequent events which may occur. As used in this Agreement, lessors “Company MAE” means any event, circumstance, occurrence, fact, condition, change or renters under leases effect, individually or rental agreements confined in the aggregate, that is, or could reasonably be expected to be, materially adverse to (A) the premises rented condition, financial or otherwise, earnings, business, affairs or prospects of the Company and the Subsidiaries considered as a whole, or (ivB) deposits or pledges made in connection with, or to secure payment of, workers' compensation, unemployment insurance, or other social security programs mandated under laws applicable to FMFK. Except as disclosed in Section 4.5 of FMFK Disclosure Schedule, neither FMFK nor any Subsidiary of FMFK is a party to any agreement that expressly limits the ability of FMFK the Company to perform its obligations under this Agreement or any Subsidiary the validity or enforceability of FMFK, or would limit OLYMPIC or any Subsidiary of OLYMPIC after the Effective Time, to compete in or conduct any line of business or compete with any Person or in any geographic area or during any period of timethis Agreement.

Non-Contravention. Except as disclosed set forth in Section 4.5 of FMFK the U S WEST Merger Disclosure Schedule, the execution, delivery and performance by FMFK each of U S WEST, Media, NV and MERGER SUB PCS Holdings (and the NV/PCS Transferee) of this Agreement and its obligations hereunder each other Transaction Agreement to which it is a party, and the consummation by FMFK U S WEST, Media, NV and PCS Holdings (and the NV/PCS Transferee) of the transactions contemplated hereby and thereby, do not and will not (a) violateviolate any provision of the Certificates of Incorporation or Bylaws of U S WEST, contravene Media (or conflict with the NV/PCS Transferee) or PCS Holdings, the Articles of Incorporation or Bylaws of NV or, subject to obtaining the U S WEST Consents, the certificate of incorporation or bylaws or comparable organizational document of FMFK any of the Domestic Wireless Subsidiaries or MERGER SUB, Domestic Wireless Investments; (b) violatesubject to obtaining the U S WEST Consents, contravene conflict with, or conflict with result in the breach of, or constitute a violation default or an event of any provision of any lawwithdrawal or dissolution under, regulationor result in the termination, judgment, injunction, order or decree binding upon or applicable to FMFK or any of its Subsidiaries, including MERGER SUB, (c) constitute a default under or give rise to a right of terminationmodification, cancellation or acceleration (whether after the filing of notice or the lapse of time or both) of any right or obligation of FMFK U S WEST, Media, NV, PCS Holdings or any of its Subsidiariesthe Domestic Wireless Subsidiaries (or the NV/PCS Transferee) under, including MERGER SUBany note, mortgage, indenture, lease, Material Contract, agreement or to a loss other obligation or instrument of any benefit to which FMFK U S WEST, Media, PCS Holdings or any of its the Domestic Wireless Subsidiaries is entitled under (or the NV/PCS Transferee); (c) subject to obtaining the U S WEST Consents, give rise to any provision option, right of first refusal or similar right of any agreement, contract Third Party with respect to any interest in any Domestic Wireless Subsidiary or other instrument binding upon FMFK or any of its Subsidiaries (the "FMFK Agreements") or any license, franchise, lease, permit or other similar authorization held by FMFK or any of its Subsidiaries, Domestic Wireless Investment; or (d) subject to obtaining the U S WEST Consents, violate, or result in a breach of or constitute a default under any Applicable Law in relation to the creation or imposition operation of any Lien on any asset the Domestic Wireless Business, other than, in the case of FMFK or any of its Subsidiaries. For purposes of this Agreement, "Lien" means any mortgage, lien, pledge, hypothecate, charge, security interest or encumbrance of any kind in respect of such asset other than any such mortgage, lien, pledge, charge, security interest or encumbrance clauses (ib) for Taxes and (as defined in Section 4.13 hereof) not yet due or being contested in good faith (and for which adequate accruals or reserves have been established on FMFK Balance Sheet (as such term is defined in Section 4.9 hereofd), as the case may be); (ii) which is a carriers'any conflict, warehousemen'sbreach, mechanics'termination, materialmen'smodification, repairmen's default, cancellation, acceleration, loss or other like lien arising violation that, individually or in the ordinary course of business; (iii) statutory or common law liens aggregate, would not reasonably be expected to secure obligations to landlords, lessors or renters under leases or rental agreements confined have a Material Adverse Effect with respect to the premises rented Domestic Wireless Business or (iv) deposits materially impair or pledges made in connection with, or to secure payment of, workers' compensation, unemployment insurance, or other social security programs mandated under laws applicable to FMFK. Except as disclosed in Section 4.5 of FMFK Disclosure Schedule, neither FMFK nor any Subsidiary of FMFK is a party to any agreement that expressly limits delay the ability of FMFK U S WEST, Media, NV or any Subsidiary of FMFK, PCS Holdings (or would limit OLYMPIC the NV/PCS Transferee) to perform its obligations under this Agreement and the other Transaction Agreements or any Subsidiary of OLYMPIC after consummate the Effective Time, to compete in or conduct any line of business or compete with any Person or in any geographic area or during any period of timetransactions contemplated hereby and thereby.

Non-Contravention. Except as disclosed in Section 4.5 The execution and delivery by each of FMFK Disclosure SchedulePubco, the execution, delivery Merger Sub I and performance by FMFK and MERGER SUB Merger Sub II of this Agreement and its obligations hereunder and each Ancillary Document to which it is a party, the consummation by FMFK each of Pubco, Merger Sub I and Merger Sub II of the transactions contemplated hereby do not Transactions, and compliance by each of Pubco, Merger Sub I and Merger Sub II with any of the provisions hereof and thereof, will not (a) violatesubject to the filing of the Amended SPAC Charter, contravene or conflict with or violate any provision of the certificate Organizational Documents of incorporation or bylaws each of FMFK or MERGER SUBPubco, Merger Sub I and Merger Sub II; (b) violatesubject to obtaining the Consents from Governmental Authorities referred to in Section 6.3, contravene and the waiting periods referred to therein having expired, and any condition precedent to such Consent or waiver having been satisfied, conflict with or constitute a violation of violate any provision of any lawLaw, regulation, judgment, injunction, order Order or decree binding upon or Consent applicable to FMFK each of Pubco, Merger Sub I and Merger Sub II or any of its SubsidiariesPubco’s, including MERGER SUBMerger Sub I’s and Merger Sub II’s properties or assets; or (c) (i) violate, conflict with or result in a breach of, (cii) constitute a default under (or an event which, with notice or lapse of time or both, would constitute a default) under, (iii) result in the termination, withdrawal, suspension, cancellation or modification of, (iv) accelerate the performance required by each of Pubco, Merger Sub I and Merger Sub II under, (v) result in a right of termination or acceleration under, (vi) give rise to a right of terminationany obligation to make payments or provide compensation under, cancellation or acceleration of any right or obligation of FMFK or any of its Subsidiaries, including MERGER SUB, or to a loss of any benefit to which FMFK or any of its Subsidiaries is entitled under any provision of any agreement, contract or other instrument binding upon FMFK or any of its Subsidiaries (the "FMFK Agreements") or any license, franchise, lease, permit or other similar authorization held by FMFK or any of its Subsidiaries, or (dvii) result in the creation or imposition of any Lien on any asset of FMFK or (other than a Permitted Lien) upon any of its Subsidiaries. For purposes the properties or assets of this Agreementeach of Pubco, "Lien" means Merger Sub I and Merger Sub II under, (viii) give rise to any mortgageobligation to obtain any third party Consent or provide any notice to any Person, lienor (ix) give any Person the right to declare a default, pledgeexercise any remedy, hypothecateclaim a rebate, chargechargeback, security interest penalty or encumbrance change in delivery schedule, accelerate the maturity or performance, cancel, terminate or modify any right, benefit, obligation or other term under, any of the terms, conditions or provisions of, any kind in respect material Contract of such asset other than each of Pubco, Merger Sub I and Merger Sub II, except for any such mortgagedeviations from any of the foregoing clauses (b) or (c) that would not reasonably be expected to have a material adverse effect on each of Pubco, lien, pledge, charge, security interest or encumbrance (i) for Taxes Merger Sub I and Merger Sub II (as defined in Section 4.13 hereof) not yet due or being contested in good faith (and for which adequate accruals or reserves have been established on FMFK Balance Sheet (as such term is defined in Section 4.9 hereofapplicable), as the case may be); (ii) which is a carriers', warehousemen's, mechanics', materialmen's, repairmen's or other like lien arising in the ordinary course of business; (iii) statutory or common law liens to secure obligations to landlords, lessors or renters under leases or rental agreements confined to the premises rented or (iv) deposits or pledges made in connection with, or to secure payment of, workers' compensation, unemployment insurance, or other social security programs mandated under laws applicable to FMFK. Except as disclosed in Section 4.5 of FMFK Disclosure Schedule, neither FMFK nor any Subsidiary of FMFK is a party to any agreement that expressly limits the ability of FMFK or any Subsidiary of FMFK, or would limit OLYMPIC or any Subsidiary of OLYMPIC after the Effective Time, to compete in or conduct any line of business or compete with any Person or in any geographic area or during any period of time.

Non-Contravention. Except as disclosed in Section 4.5 The execution, delivery and performance of FMFK Disclosure Schedulethis Agreement by Seller, the execution, delivery and performance of the Seller Documents by FMFK Seller, the execution, delivery and MERGER SUB performance of this Agreement and its obligations hereunder the Selling Subsidiary Documents by the Selling Subsidiaries and the consummation by FMFK of the transactions contemplated hereby and thereby (including the Key Carve-Out Operations) by Seller, the Selling Subsidiaries and the Transferred Subsidiaries, do not and will not not: (a) violate, contravene or conflict with violate any provision of the certificate of incorporation incorporation, bylaws or bylaws other comparable organizational document of FMFK Seller, any Selling Subsidiary, or MERGER SUB, any Transferred Subsidiary as applicable; (b) violatesubject to obtaining the consents referred to on Section 3.5 and Section 3.6 of the Seller Disclosure Letter, contravene or conflict with or constitute with, result in a violation of any provision of any lawbreach of, regulation, judgment, injunction, order or decree binding upon or applicable to FMFK or any of its Subsidiaries, including MERGER SUB, (c) constitute a default under or give rise to a result in the right of termination, cancellation cancellation, modification or acceleration (whether after the giving of notice or the lapse of time or both) of any right or obligation of FMFK Seller or any of its Subsidiaries, including MERGER SUBSelling Subsidiary or any Transferred Subsidiary under, or to a loss of any benefit of the Business to which FMFK Seller or any of its Subsidiaries Selling Subsidiary is entitled under, any Material Contract or Real Property Lease; (c) assuming all actions by or in respect of, or filing with, any Governmental Authority set forth on Section 3.5 of the Seller Disclosure Letter have been made or obtained, violate or result in a breach of or constitute a default under any provision Law or other restriction of any agreementGovernmental Authority to which Seller, contract or other instrument binding upon FMFK any Selling Subsidiary or any of its Subsidiaries (the "FMFK Agreements") or any license, franchise, lease, permit or other similar authorization held by FMFK or any of its Subsidiaries, Transferred Subsidiary is subject; or (d) result in the creation or imposition of any Lien on any asset of FMFK or any of its Subsidiaries. For purposes of this Agreement, "Lien" means any mortgage, lien, pledge, hypothecate, charge, security interest or encumbrance of any kind in respect of such asset material Encumbrances (other than any such mortgagePermitted Encumbrances) on the Purchased Assets, lienthe US Miraclon Shares or the Transferred Shares except, pledge, charge, security interest or encumbrance with respect to clauses (ib) for Taxes and (as defined in Section 4.13 hereof) not yet due or being contested in good faith (and for which adequate accruals or reserves have been established on FMFK Balance Sheet (as such term is defined in Section 4.9 hereofc), for any violations, breaches, conflicts, defaults, terminations, cancellations, impositions or accelerations as the case may be); (ii) which is a carriers'would not reasonably be expected to have, warehousemen's, mechanics', materialmen's, repairmen's individually or other like lien arising in the ordinary course of business; (iii) statutory or common law liens to secure obligations to landlordsaggregate, lessors or renters under leases or rental agreements confined to the premises rented or (iv) deposits or pledges made in connection with, or to secure payment of, workers' compensation, unemployment insurance, or other social security programs mandated under laws applicable to FMFK. Except as disclosed in Section 4.5 of FMFK Disclosure Schedule, neither FMFK nor any Subsidiary of FMFK is a party to any agreement that expressly limits the ability of FMFK or any Subsidiary of FMFK, or would limit OLYMPIC or any Subsidiary of OLYMPIC after the Effective Time, to compete in or conduct any line of business or compete with any Person or in any geographic area or during any period of timeMaterial Adverse Effect.

Non-Contravention. Except as disclosed otherwise described in Section 4.5 of FMFK Disclosure ScheduleSchedule 3.4, the execution, execution and delivery by the Purchaser and performance by FMFK and MERGER SUB Merger Sub of this Agreement and its obligations hereunder and each Ancillary Document to which each is a party, the consummation by FMFK the Purchaser and Merger Sub of the transactions contemplated hereby do not and thereby, and compliance by the Purchaser and Merger Sub with any of the provisions hereof and thereof, will not (a) violate, contravene or conflict with or violate any provision of the certificate of incorporation or bylaws of FMFK or MERGER SUBPurchaser’s and Merger Sub’s Organizational Documents, (b) violatesubject to obtaining the Consents from Governmental Authorities referred to in Section 3.3 hereof, contravene and the waiting periods referred to therein having expired, and any condition precedent to such Consent or waiver having been satisfied, conflict with or constitute a violation of violate any provision of any lawLaw, regulation, judgment, injunction, order Order or decree binding upon or Consent applicable to FMFK the Purchaser, Merger Sub or any of its Subsidiariestheir respective properties or assets, including MERGER SUBor (c) (i) violate, conflict with or result in a breach of, (cii) constitute a default under (or an event which, with notice or lapse of time or both, would constitute a default) under, (iii) result in the termination, withdrawal, suspension, cancellation or modification of, (iv) accelerate the performance required by the Purchaser or Merger Sub under, (v) result in a right of termination or acceleration under, (vi) give rise to a right of terminationany obligation to make payments or provide compensation under, cancellation or acceleration of any right or obligation of FMFK or any of its Subsidiaries, including MERGER SUB, or to a loss of any benefit to which FMFK or any of its Subsidiaries is entitled under any provision of any agreement, contract or other instrument binding upon FMFK or any of its Subsidiaries (the "FMFK Agreements") or any license, franchise, lease, permit or other similar authorization held by FMFK or any of its Subsidiaries, or (dvii) result in the creation or imposition of any Lien on any asset of FMFK or upon any of its Subsidiaries. For purposes the properties or assets of this Agreementthe Purchaser or Merger Sub under, "Lien" means any mortgage, lien, pledge, hypothecate, charge, security interest or encumbrance of any kind in respect of such asset other than any such mortgage, lien, pledge, charge, security interest or encumbrance (iviii) for Taxes (as defined in Section 4.13 hereof) not yet due or being contested in good faith (and for which adequate accruals or reserves have been established on FMFK Balance Sheet (as such term is defined in Section 4.9 hereof), as the case may be); (ii) which is a carriers', warehousemen's, mechanics', materialmen's, repairmen's or other like lien arising in the ordinary course of business; (iii) statutory or common law liens to secure obligations to landlords, lessors or renters under leases or rental agreements confined to the premises rented or (iv) deposits or pledges made in connection with, or to secure payment of, workers' compensation, unemployment insurance, or other social security programs mandated under laws applicable to FMFK. Except as disclosed in Section 4.5 of FMFK Disclosure Schedule, neither FMFK nor any Subsidiary of FMFK is a party give rise to any agreement that expressly limits the ability of FMFK obligation to obtain any third party Consent or provide any Subsidiary of FMFK, or would limit OLYMPIC or any Subsidiary of OLYMPIC after the Effective Time, notice to compete in or conduct any line of business or compete with any Person or (ix) give any Person the right to declare a default, exercise any remedy, claim a rebate, chargeback, penalty or change in delivery schedule, accelerate the maturity or performance, cancel, terminate or modify any geographic area right, benefit, obligation or during other term under, any period of timethe terms, conditions or provisions of, any Purchaser Material Contract, except for any deviations from any of the foregoing clauses (a), (b) or (c) that would not reasonably be expected to have a Material Adverse Effect on the Purchaser.

Non-Contravention. Except as disclosed in Section 4.5 of FMFK Disclosure Schedule, the The execution, delivery and performance by FMFK and MERGER SUB Lafite of this Agreement and its obligations hereunder and the consummation by FMFK Lafite of the transactions contemplated hereby Transactions do not and will not (ai) violatecontravene, contravene or conflict with the certificate of incorporation or bylaws of FMFK or MERGER SUB, (b) violate, contravene or conflict with or constitute result in any violation or breach of any provision of the Organizational Documents of Lafite, (ii) assuming compliance with the matters referred to in Section 4.04, contravene, conflict with or result in a violation or breach of any provision of any lawApplicable Law or Order, regulation(iii) require any consent or approval under, judgmentviolate, injunctionconflict with, order result in any breach of or decree binding upon any loss of any benefit under, constitute a change of control or applicable default under, or result in the termination or cancellation of, or give to FMFK others any right to receive any payment, right to purchase (including any right of first refusal or right of first offer or the like) or any right of termination, vesting, amendment, modification, acceleration or guaranteeing of rights or entitlements (including any acceleration payments or rights of a holder of a security of Lafite or any of its Subsidiaries, including MERGER SUB, (c) constitute a default under or give rise Subsidiaries to a right of termination, cancellation or acceleration of any right or obligation of FMFK require Lafite or any of its SubsidiariesSubsidiaries to acquire such security) or cancellation (in each case, including MERGER SUB, with or to a loss without notice or lapse of time or both) under any benefit Specified Lafite Contract or Lafite Lease Agreement to which FMFK Lafite or any of its Subsidiaries is entitled under a party, or by which they or any provision of their respective properties or assets may be bound or affected or any agreementPermits affecting, contract or other instrument binding upon FMFK relating in any way to, the property, assets or business of Lafite or any of its Subsidiaries (the "FMFK Agreements") or any license, franchise, lease, permit or other similar authorization held by FMFK or any of its Subsidiaries, or (div) result in the creation or imposition of any Lien (other than Permitted Lafite Liens) on any rights, property or asset of FMFK Lafite or any of its Subsidiaries. For purposes , with such exceptions, in the case of this Agreementeach of clauses (ii), "Lien" means any mortgage, lien, pledge, hypothecate, charge, security interest or encumbrance of any kind in respect of such asset other than any such mortgage, lien, pledge, charge, security interest or encumbrance (iiii) for Taxes and (as defined in Section 4.13 hereof) not yet due or being contested in good faith (and for which adequate accruals or reserves have been established on FMFK Balance Sheet (as such term is defined in Section 4.9 hereofiv), as the case may be); (ii) which is a carriers'have not had, warehousemen'sand would not reasonably be expected to have, mechanics', materialmen's, repairmen's individually or other like lien arising in the ordinary course of business; (iii) statutory or common law liens to secure obligations to landlordsaggregate, lessors or renters under leases or rental agreements confined to the premises rented or (iv) deposits or pledges made in connection with, or to secure payment of, workers' compensation, unemployment insurance, or other social security programs mandated under laws applicable to FMFK. Except as disclosed in Section 4.5 of FMFK Disclosure Schedule, neither FMFK nor any Subsidiary of FMFK is a party to any agreement that expressly limits the ability of FMFK or any Subsidiary of FMFK, or would limit OLYMPIC or any Subsidiary of OLYMPIC after the Effective Time, to compete in or conduct any line of business or compete with any Person or in any geographic area or during any period of timeLafite Material Adverse Effect.

Non-Contravention. Except as disclosed set forth in Section 4.5 4.4(b) of FMFK the BUG Disclosure Schedule, the execution, execution and delivery and performance by FMFK and MERGER SUB of this Agreement and its obligations hereunder the BUG Stock Option Agreement by BUG do not, and the consummation by FMFK of the transactions contemplated hereby do not and or thereby will not (a) not, in any material respect, violate, contravene conflict with, or conflict result in a material breach of any provision of, or constitute a material default (with or without notice or lapse of time or both) under, or result in the termination or modification of, or accelerate the performance required by, or result in a right of termination, cancellation, or acceleration of any obligation or the loss of a material benefit under, or result in the creation of any material lien, security interest, charge or encumbrance upon any of the properties or assets of BUG or any of the BUG Subsidiaries or BUG Joint Ventures (any such violation, conflict, breach, default, right of termination, modification, cancellation or acceleration, loss or creation, a "VIOLATION" with respect to BUG, such term when used in ARTICLE V having a correlative meaning with respect to LILCO) pursuant to any provisions of (i) the certificate of incorporation incorporation, by-laws or bylaws similar governing documents of FMFK BUG or MERGER SUBany of the BUG Subsidiaries or the BUG Joint Ventures, (bii) violatesubject to obtaining the BUG Required Statutory Approvals and the receipt of the BUG Shareholders' Approval, contravene or conflict with or constitute a violation of any provision of any statute, law, ordinance, rule, regulation, judgment, decree, order, injunction, order writ, permit or decree binding upon or license of any Governmental Authority (as defined in SECTION 4.4(c)) applicable to FMFK BUG or any of the BUG Subsidiaries or the BUG Joint Ventures or any of their respective properties or assets or (iii) subject to obtaining the third-party consents set forth in Section 4.4(b) of the BUG Disclosure Schedule (the "BUG REQUIRED CONSENTS"), any material note, bond, mortgage, indenture, deed of trust, license, franchise, permit, concession, contract, lease or other instrument, obligation or agreement of any kind to which BUG or any of the BUG Subsidiaries or the BUG Joint Ventures is a party or by which it or any of its Subsidiaries, including MERGER SUB, (c) constitute a default under properties or give rise to a right of termination, cancellation assets may be bound or acceleration of any right or obligation of FMFK or any of its Subsidiaries, including MERGER SUB, or to a loss of any benefit to which FMFK or any of its Subsidiaries is entitled under any provision of any agreement, contract or other instrument binding upon FMFK or any of its Subsidiaries (the "FMFK Agreements") or any license, franchise, lease, permit or other similar authorization held by FMFK or any of its Subsidiaries, or (d) result in the creation or imposition of any Lien on any asset of FMFK or any of its Subsidiaries. For purposes of this Agreement, "Lien" means any mortgage, lien, pledge, hypothecate, charge, security interest or encumbrance of any kind in respect of such asset other than any such mortgage, lien, pledge, charge, security interest or encumbrance (i) for Taxes (as defined in Section 4.13 hereof) not yet due or being contested in good faith (and for which adequate accruals or reserves have been established on FMFK Balance Sheet (as such term is defined in Section 4.9 hereof), as the case may be); (ii) which is a carriers', warehousemen's, mechanics', materialmen's, repairmen's or other like lien arising in the ordinary course of business; (iii) statutory or common law liens to secure obligations to landlords, lessors or renters under leases or rental agreements confined to the premises rented or (iv) deposits or pledges made in connection with, or to secure payment of, workers' compensation, unemployment insurance, or other social security programs mandated under laws applicable to FMFK. Except as disclosed in Section 4.5 of FMFK Disclosure Schedule, neither FMFK nor any Subsidiary of FMFK is a party to any agreement that expressly limits the ability of FMFK or any Subsidiary of FMFK, or would limit OLYMPIC or any Subsidiary of OLYMPIC after the Effective Time, to compete in or conduct any line of business or compete with any Person or in any geographic area or during any period of timeaffected.

Non-Contravention. Except as disclosed in Section 4.5 of FMFK Disclosure Schedule, The execution and delivery by the execution, delivery and performance by FMFK and MERGER SUB Company of this Agreement and all other agreements and documents contemplated hereby to which it is a party, the performance by the Company of its covenants and obligations hereunder and thereunder and the consummation by FMFK the Company of the transactions contemplated hereby and thereby do not and will not (a) violate, contravene violate or conflict with any provision of the certificate of incorporation or bylaws of FMFK the Company or MERGER SUB, any equivalent organization or governing documents of any of its Subsidiaries; (b) subject to obtaining such Consents set forth in Section 3.5 of the Company Disclosure Letter, violate, contravene conflict with, or conflict with result in the breach of or constitute a violation default (or an event which with notice or lapse of any provision time or both would become a default) under, or result in the termination of, or accelerate the performance required by, or result in a right of any lawpurchase, regulationamendment, judgmentpayment, injunctioncancellation, order termination or decree binding upon acceleration under, or applicable to FMFK impair the Company’s or any of its Subsidiaries’ rights under, including MERGER SUB, (c) constitute a default under or give rise to a right of termination, cancellation alter their respective obligations or acceleration alter the material rights or obligations of any right or obligation of FMFK or third party under, any of its Subsidiaries, including MERGER SUB, or to a loss of any benefit Contract to which FMFK the Company or any of its Subsidiaries is entitled a party or under any provision Permit of the Company or any agreementof its Subsidiaries; (c) assuming the Consents referred to in Section 3.5 are obtained or made and, contract in the case of the consummation of the Merger, subject to obtaining the Requisite Stockholder Approval, violate or other instrument binding upon FMFK conflict with any Law, Order, or rule of the NYSE applicable to the Company or any of its Subsidiaries (the "FMFK Agreements") or any license, franchise, lease, permit or other similar authorization held by FMFK or which any of its Subsidiaries, their properties or assets are bound; or (d) result in the creation or imposition of any Lien on (other than Permitted Liens) upon any asset of FMFK the properties or assets of the Company or any of its Subsidiaries, except in the case of each of clauses (b), (c) and (d) above, for such violations, conflicts, defaults, terminations, accelerations or Liens which would not reasonably be expected to result in a liability material to the Company and its Subsidiaries, taken as a whole, or prevent or materially delay the consummation by the Company of the transactions contemplated hereby or the performance by the Company of its covenants and obligations hereunder. For purposes The Company has made available to Parent correct and complete copies of the minutes (or, in the case of minutes that have not yet been finalized, drafts thereof) of all meetings of stockholders, the Company Board, and each committee of the Company Board and the governing body of each of its Subsidiaries held since December 31, 2015, other than the minutes of those meetings of the Company Board and committees thereof at which the negotiation and execution of this Agreement, "Lien" means Agreement or any mortgage, lien, pledge, hypothecate, charge, security interest or encumbrance of prior negotiations with any kind third parties in respect of any similar transactions were discussed, and such asset minutes contain a complete (except as redacted) and correct, in all material respects, record of the meetings and other than any such mortgage, lien, pledge, charge, security interest corporate actions held or encumbrance (i) for Taxes (as defined in Section 4.13 hereof) not yet due or being contested in good faith (and for which adequate accruals or reserves have been established on FMFK Balance Sheet (as such term is defined in Section 4.9 hereof), as the case may be); (ii) which is a carriers', warehousemen's, mechanics', materialmen's, repairmen's or other like lien arising in the ordinary course of business; (iii) statutory or common law liens to secure obligations to landlords, lessors or renters under leases or rental agreements confined to the premises rented or (iv) deposits or pledges made in connection with, or to secure payment of, workers' compensation, unemployment insurance, or other social security programs mandated under laws applicable to FMFK. Except as disclosed in Section 4.5 of FMFK Disclosure Schedule, neither FMFK nor any Subsidiary of FMFK is a party to any agreement that expressly limits the ability of FMFK or any Subsidiary of FMFK, or would limit OLYMPIC or any Subsidiary of OLYMPIC after the Effective Time, to compete in or conduct any line of business or compete with any Person or in any geographic area or during any period of timetaken.

Non-Contravention. Except as disclosed in set forth on Section 4.5 3.04 of FMFK the Company Disclosure Schedule, the execution, delivery and performance by FMFK and MERGER SUB Company of this Agreement and its obligations hereunder do not, and the consummation by FMFK Company of the transactions contemplated hereby do not and will not not: (a) violateassuming receipt of the approval of shareholders referred to in Section 3.02, contravene or conflict with the certificate articles of incorporation incorporation, bylaws or bylaws similar organizational documents of FMFK Company or MERGER SUB, any of its Significant Subsidiaries; (b) violateassuming compliance with the matters referred to in Section 3.03, contravene or conflict with or constitute a violation of any provision of any law, regulation, judgment, injunction, order or decree binding upon or applicable to FMFK Company or any of its Subsidiaries, including MERGER SUB, ; (c) constitute a default (or an event which with notice, the lapse of time or both would become a default) under or give rise to a right of termination, cancellation or acceleration of any right or obligation of FMFK Company or any of its Subsidiaries, including MERGER SUB, Subsidiaries or to a loss of any benefit to which FMFK Company or any of its Subsidiaries is entitled under any provision of any agreement, contract or other instrument binding upon FMFK Company or any of its Subsidiaries and which either has a term of more than one year or involves the payment or receipt of money in excess of $1,000,000 (the a "FMFK AgreementsCompany Agreement") or any license, franchise, lease, permit or other similar authorization held by FMFK Company or any of its Subsidiaries, ; or (d) result in the creation or imposition of any Lien on any asset of FMFK Company or any of its Subsidiaries, except for such contraventions, conflicts or violations referred to in clause (b) or defaults, rights of termination, cancellation or acceleration, losses or Liens referred to in clause (c) or (d) that would not, individually or in the aggregate, have a Material Adverse Effect on Company. For purposes of this Agreement, "Lien" means means, with respect to any asset, any mortgage, lien, pledge, hypothecate, charge, security interest or encumbrance of any kind in respect of such asset other than any such mortgage, lien, pledge, charge, security interest or encumbrance (i) for Taxes (as defined in Section 4.13 hereof) not yet due or being contested in good faith (and for which adequate accruals or reserves have been established on FMFK Balance Sheet (as such term is defined in Section 4.9 hereof), as the case may be); (ii) which is a carriers', warehousemen's, mechanics', materialmen's, repairmen's or other like lien arising in the ordinary course of business; (iii) statutory or common law liens to secure obligations to landlords, lessors or renters under leases or rental agreements confined to the premises rented or (iv) deposits or pledges made in connection with, or to secure payment of, workers' compensation, unemployment insurance, or other social security programs mandated under laws applicable to FMFK. Except as disclosed in Section 4.5 of FMFK Disclosure Schedule, neither FMFK nor any Subsidiary of FMFK is a party to any agreement that expressly limits the ability of FMFK or any Subsidiary of FMFK, or would limit OLYMPIC or any Subsidiary of OLYMPIC after the Effective Time, to compete in or conduct any line of business or compete with any Person or in any geographic area or during any period of timeasset.

Non-Contravention. Except as disclosed in Section 4.5 of FMFK Disclosure Schedule, the The execution, delivery and performance by FMFK Seller and MERGER SUB its Affiliates of this Agreement and its obligations hereunder the Ancillary Agreements to which they are a party, and the consummation by FMFK of the transactions contemplated hereby and thereby (and assuming solely for this purpose that all Contracts Related to the Acquired Business shall constitute Assigned Contracts but, for purposes of Section 6.2(a) only, excluding any Contract that is not an Assigned Contract), do not and will not (a) violateviolate any provision of the articles of incorporation, contravene bylaws or conflict with the certificate other organizational documents of incorporation Seller or bylaws any of FMFK or MERGER SUBits Affiliates, (b) violateassuming (i) the entry of the [Confirmation]Transaction Order (or the entry of an order pursuant to section 365[(f)] of the Bankruptcy Code authorizing the assumption and, contravene if applicable, assignment of Assigned Contracts), and (ii) the receipt of all consents, approvals, waivers and authorizations and the making of the notices and filings set forth on Schedule 3.4 of the Seller Disclosure Schedule with respect to any Person which is not a Government Entity or Self-Regulatory Organization (which assumption shall not apply to Section 5.10 and Article VIII), conflict with with, or result in the breach of, or constitute a violation of any provision of any lawdefault under, regulation, judgment, injunction, order or decree binding upon or applicable to FMFK or any of its Subsidiaries, including MERGER SUB, (c) constitute a default under or give rise to a right of 63 result in the termination, cancellation cancellation, modification or acceleration of any right or obligation of FMFK Seller or any of its Subsidiaries, including MERGER SUBAffiliates under, or to result in a loss of any benefit to which FMFK Seller or any of its Subsidiaries Affiliates is entitled under, any Contract, or result in the creation of any Encumbrance upon any of the Transferred Assets or give rise to any Purchase Right, in each case, whether after the filing of notice or the lapse of time or both, or (c) assuming the entry of the [Confirmation]Transaction Order and the receipt of all consents, approvals, waivers and authorizations and the making of notices and filings set forth on Schedule 3.4 of the Seller Disclosure Schedule with respect to Government Entities or Self-Regulatory Organizations or required to be made or obtained by Buyer (which assumption shall not apply to Section 5.10 and Article VIII), violate or result in a breach of or constitute a default under any provision of any agreement, contract or other instrument binding upon FMFK Law to which Seller or any of its Subsidiaries (the "FMFK Agreements") or any license, franchise, lease, permit or other similar authorization held by FMFK or any of its SubsidiariesAffiliates is subject, or under any Governmental Authorization, except for (d) result which exception shall not apply to Section 5.10 and Article VIII), in the creation or imposition cases of any Lien on any asset of FMFK or any of its Subsidiaries. For purposes of this Agreement, "Lien" means any mortgage, lien, pledge, hypothecate, charge, security interest or encumbrance of any kind in respect of such asset other than any such mortgage, lien, pledge, charge, security interest or encumbrance clauses (ib) for Taxes and (as defined in Section 4.13 hereof) not yet due or being contested in good faith (and for which adequate accruals or reserves have been established on FMFK Balance Sheet (as such term is defined in Section 4.9 hereofc), as the case may be); (ii) which is a carriers'conflicts, warehousemen'sbreaches, mechanics'terminations, materialmen'sdefaults, repairmen's cancellations, accelerations, losses, violations, Encumbrances or other like lien arising Purchase Rights that would not, individually or in the ordinary course of business; (iii) statutory or common law liens aggregate, reasonably be expected to secure obligations to landlords, lessors or renters under leases or rental agreements confined to the premises rented or (iv) deposits or pledges made in connection with, or to secure payment of, workers' compensation, unemployment insurance, or other social security programs mandated under laws applicable to FMFK. Except as disclosed in Section 4.5 of FMFK Disclosure Schedule, neither FMFK nor any Subsidiary of FMFK is have a party to any agreement that expressly limits the ability of FMFK or any Subsidiary of FMFK, or would limit OLYMPIC or any Subsidiary of OLYMPIC after the Effective Time, to compete in or conduct any line of business or compete with any Person or in any geographic area or during any period of timeMaterial Adverse Effect.

Non-Contravention. Except as disclosed in Section 4.5 The execution and delivery by each of FMFK Disclosure ScheduleParent, the execution, delivery Merger Subsidiary and performance by FMFK and MERGER SUB Merger Subsidiary Two of this Agreement do not, and the performance by each of Parent, Merger Subsidiary and Merger Subsidiary Two of its obligations hereunder and the consummation by FMFK each of Parent, Merger Subsidiary and Merger Subsidiary Two of the transactions contemplated hereby do not and will not not, (a) violate, contravene or conflict with or violate any provision of the certificate Articles of incorporation Incorporation or bylaws Bylaws of FMFK Parent as in effect on the date hereof, or MERGER SUBany equivalent organizational or governing documents of any Subsidiaries of Parent, as in effect on the date hereof, (b) violateassuming that all consents, contravene approvals, authorizations and other actions described in Section 5.03 have been obtained prior to the Effective Time and all filings and notifications described in Section 5.03 have been made and any waiting periods thereunder have terminated or expired prior to the Effective Time, conflict with or violate any Applicable Law applicable to Parent, Merger Subsidiary or Merger Subsidiary Two or by which any of their properties or assets are bound or (c) require any consent or approval under, result in any breach of or any loss of any benefit under, or constitute a violation default (or an event which with notice or lapse of time or both would become a default) under, or give to others any right of termination, amendment, acceleration or cancellation of, or result in the creation of any provision Liens on any property or asset of any law, regulation, judgment, injunction, order or decree binding upon or applicable to FMFK 41 Parent or any of its SubsidiariesSubsidiaries pursuant to, including MERGER SUB, (c) constitute a default under or give rise to a right of termination, cancellation or acceleration of any right or obligation of FMFK or any of its Subsidiaries, including MERGER SUB, or to a loss of any benefit Contract to which FMFK Parent or any of its Subsidiaries is entitled under a party or by which any provision of any agreementtheir respective properties or assets are bound, contract except, with respect to clauses (b) and (c), for such conflicts, violations, breaches, defaults or other instrument binding upon FMFK or any of its Subsidiaries (the "FMFK Agreements") or any license, franchise, lease, permit or other similar authorization held by FMFK or any of its Subsidiaries, or (d) result in the creation or imposition of any Lien on any asset of FMFK or any of its Subsidiaries. For purposes of this Agreement, "Lien" means any mortgage, lien, pledge, hypothecate, charge, security interest or encumbrance of any kind in respect of such asset other than any such mortgage, lien, pledge, charge, security interest or encumbrance (i) for Taxes (as defined in Section 4.13 hereof) occurrences that would not yet due or being contested in good faith (and for which adequate accruals or reserves have been established on FMFK Balance Sheet (as such term is defined in Section 4.9 hereof), as the case may be); (ii) which is a carriers', warehousemen's, mechanics', materialmen's, repairmen's or other like lien arising in the ordinary course of business; (iii) statutory or common law liens to secure obligations to landlords, lessors or renters under leases or rental agreements confined to the premises rented or (iv) deposits or pledges made in connection with, or to secure payment of, workers' compensation, unemployment insurance, or other social security programs mandated under laws applicable to FMFK. Except as disclosed in Section 4.5 of FMFK Disclosure Schedule, neither FMFK nor any Subsidiary of FMFK is a party to any agreement that expressly limits the ability of FMFK or any Subsidiary of FMFK, or would limit OLYMPIC or any Subsidiary of OLYMPIC after the Effective Time, to compete in or conduct any line of business or compete with any Person or in any geographic area or during any period of timeParent Material Adverse Effect.

Non-Contravention. Except as disclosed in Section 4.5 of FMFK Disclosure Schedule, the The execution, delivery and performance by FMFK and MERGER SUB of this Agreement by Parent and its obligations hereunder Merger Sub and the consummation by FMFK Parent and Merger Sub of the transactions contemplated hereby by this Agreement do not and will not (ai) violate, contravene or conflict with with, or result in any violation or breach of, any provision of the certificate organizational documents of incorporation either Parent or bylaws of FMFK or MERGER SUB, Merger Sub; (bii) violate, contravene or conflict with with, or constitute a result in any violation of or breach of, any provision of any law, regulation, judgment, injunction, order Laws or decree binding upon or Orders applicable to FMFK Parent or any of its Subsidiaries, including MERGER SUB, (c) constitute a default under or give rise to a right of termination, cancellation or acceleration of any right or obligation of FMFK or any of its Subsidiaries, including MERGER SUB, or to a loss of any benefit to which FMFK Merger Sub or any of its Subsidiaries is entitled under or by which any provision assets of any agreement, contract Parent or other instrument binding upon FMFK Merger Sub or any of its their respective Subsidiaries (the "FMFK Agreements"“Parent Assets”) are bound (assuming that all consents, approvals, authorizations, filings and notifications described in this Section 4.5 have been obtained or any license, franchise, lease, permit or other similar authorization held by FMFK or any of its Subsidiaries, or made); (diii) result in the creation any violation or imposition breach of or loss of a benefit under, or constitute a default (with or without notice or lapse of time or both) under, any Lien on any asset of FMFK or any of its Subsidiaries. For purposes of this AgreementContract, "Lien" means any arrangement, commitment, agreement, license, permit, bond, mortgage, lien, pledge, hypothecate, charge, security interest indenture or encumbrance of any kind in respect of such asset other than any such mortgage, lien, pledge, charge, security interest understanding (whether written or encumbrance (ioral) for Taxes (as defined in Section 4.13 hereof) not yet due or being contested in good faith (and for which adequate accruals or reserves have been established on FMFK Balance Sheet is a “material contract” (as such term is defined in Section 4.9 hereofItem 601(b)(10) of Regulation S-K of the SEC) to be performed after the date of this Agreement (a “Parent Contract”); (iv) require any consent, approval or other authorization of, or filing with or notification to, any Person under any Parent Contract; (v) give rise to any termination, cancellation, amendment, modification or acceleration of any rights or obligations under any Parent Contracts, including any obligation to purchase, license or sell assets or securities; or (vi) cause the creation or imposition of any Liens on any Parent Assets, except, in the cases of clauses (ii) through (vi), as the case may be); (ii) which is a carriers'would not, warehousemen's, mechanics', materialmen's, repairmen's individually or other like lien arising in the ordinary course of business; (iii) statutory or common law liens aggregate, reasonably be expected to secure obligations to landlords, lessors or renters under leases or rental agreements confined to the premises rented or (iv) deposits or pledges made in connection with, or to secure payment of, workers' compensation, unemployment insurance, or other social security programs mandated under laws applicable to FMFK. Except as disclosed in Section 4.5 of FMFK Disclosure Schedule, neither FMFK nor any Subsidiary of FMFK is a party to any agreement that expressly limits the ability of FMFK or any Subsidiary of FMFK, or would limit OLYMPIC or any Subsidiary of OLYMPIC after the Effective Time, to compete in or conduct any line of business or compete with any Person or in any geographic area or during any period of timehave an Acquiror Material Adverse Effect.

Non-Contravention. Except as disclosed in Section 4.5 The execution and delivery by the Company of FMFK Disclosure Schedulethis Agreement, the execution, delivery and performance by FMFK the Company of its covenants and MERGER SUB of this Agreement and its obligations hereunder and the consummation by FMFK the Company of the transactions contemplated hereby do not and will not (a) violate, contravene violate or conflict with any provision of the certificate of incorporation or bylaws of FMFK or MERGER SUB, (b) violate, contravene or conflict with or constitute a violation of any provision of any law, regulation, judgment, injunction, order or decree binding upon or applicable to FMFK the Company or any of its Subsidiaries; (b) subject to obtaining such Consents set forth in Section 3.4 of the Company Disclosure Letter, including MERGER SUBviolate, (c) conflict with, or result in the breach of or constitute a default under (or give rise to an event which with notice or lapse of time or both would become a default) under, or result in the termination of, or accelerate the performance required by, or result in a right of termination, cancellation termination or acceleration of under, any right or obligation of FMFK or any of its Subsidiaries, including MERGER SUB, or to a loss of any benefit Contract to which FMFK the Company or any of its Subsidiaries is entitled under a party; (c) assuming the Consents referred to in Section 3.5 are obtained or made and, in the case of the consummation of the Merger, subject to obtaining the Requisite Stockholder Approval, violate or conflict with any provision of any agreement, contract Law or other instrument binding upon FMFK Order applicable to the Company or any of its Subsidiaries (the "FMFK Agreements") or any license, franchise, lease, permit or other similar authorization held by FMFK or which any of its Subsidiaries, their properties or assets are bound; or (d) result in the creation or imposition of any Lien on (other than Permitted Liens) upon any asset of FMFK the properties or assets of the Company or any of its Subsidiaries, except in the case of each of clauses (b), (c) and (d) above, for such violations, conflicts, defaults, terminations, accelerations or Liens which would not have, individually or in the aggregate, a Company Material Adverse Effect or prevent or materially delay the consummation by the Company of the transactions contemplated hereby or the performance by the Company of its covenants and obligations hereunder. For purposes of this AgreementThe Company has terminated the Uphill Merger Agreement in accordance with Section 8.1(e) thereof, "Lien" means any mortgage, lien, pledge, hypothecate, charge, security interest or encumbrance of any kind in respect of such asset other than any such mortgage, lien, pledge, charge, security interest or encumbrance (i) for Taxes and instructed the Company Escrow Agent (as defined in Section 4.13 hereofthe Uphill Merger Agreement) to release the Company Escrow Amount (as defined in the Uphill Merger Agreement) to Uphill. Each of the Company Escrow Agreement (as defined in the Uphill Merger Agreement), the DB Escrow Agreement (as defined in the Uphill Merger Agreement) and the CMB Escrow Agreement (as defined in the Uphill Merger Agreement) has been terminated. The Company has made available to Parent correct and complete copies of the minutes (or, in the case of minutes that have not yet due or being contested in good faith (been finalized, drafts thereof) of all meetings of stockholders, the Board of Directors and for each committee of the Board of Directors of the Company and each of its Subsidiaries held since January 1, 2013, other than the minutes of those meetings of the Board of Directors and committees thereof at which adequate accruals or reserves have been established on FMFK Balance Sheet (as such term is defined in Section 4.9 hereof), as the case may be); (ii) which is a carriers', warehousemen's, mechanics', materialmen's, repairmen's or other like lien arising in the ordinary course negotiation and execution of business; (iii) statutory or common law liens to secure obligations to landlords, lessors or renters under leases or rental agreements confined to the premises rented or (iv) deposits or pledges made in connection with, or to secure payment of, workers' compensation, unemployment insurance, or other social security programs mandated under laws applicable to FMFK. Except as disclosed in Section 4.5 of FMFK Disclosure Schedule, neither FMFK nor any Subsidiary of FMFK is a party to any agreement that expressly limits the ability of FMFK this Agreement or any Subsidiary of FMFK, or would limit OLYMPIC or any Subsidiary of OLYMPIC after the Effective Time, to compete in or conduct any line of business or compete prior negotiations with any Person or third parties in respect of any geographic area or during any period of timesimilar transactions were discussed.

Non-Contravention. Except as disclosed in Section 4.5 of FMFK Disclosure Schedule, the The execution, delivery and performance by FMFK and MERGER SUB of this Agreement and its obligations hereunder the other Transaction Documents by Seller, the other Seller Entities and the Conveyed Companies party thereto, as applicable, and the consummation by FMFK of the transactions contemplated hereby and thereby, do not and will not (with or without notice or lapse of time or both): (a) violate, contravene conflict with, or conflict with the certificate of incorporation or bylaws of FMFK or MERGER SUB, (b) violate, contravene or conflict with or constitute a violation result in any breach of any provision of any law, regulation, judgment, injunction, order or decree binding upon or applicable to FMFK the Constituent Documents of Seller or any of its Subsidiariesthe Equity Selling Entities, including MERGER SUBthe Asset Selling Entities or the Conveyed Companies party thereto, as applicable; (cb) subject to obtaining the consents referred to on Schedule 3.4 and Schedule 3.5 of the Seller Disclosure Letter, conflict with, result in a breach of, constitute a default under under, require any waiver, approval or give rise to a right of consent under, or result in the termination, cancellation or acceleration (whether after the giving of notice or the lapse of time or both) of any right or obligation of FMFK the Seller Entities or any of its Subsidiaries, including MERGER SUBthe Conveyed Companies under, or to a loss of any benefit of the Business to which FMFK the Seller Entities or the Conveyed Companies are entitled under, any Material Contract or Real Property Lease, (c) assuming all actions by or in respect of, or filing with, any Governmental Authority set forth on Schedule 3.4 of its Subsidiaries is entitled the Seller Disclosure Letter have been made or obtained, violate or result in a breach or violation of or constitute a default under any provision Law or other restriction of any agreementGovernmental Authority to which the Purchased Assets, contract any Seller Entity or other instrument binding upon FMFK or any of its Subsidiaries (the "FMFK Agreements") or any license, franchise, lease, permit or other similar authorization held by FMFK or any of its Subsidiaries, Conveyed Company is subject or (d) result in the imposition or creation or imposition of any Lien on upon the Equity Interests, any asset of FMFK Purchased Assets or any assets of its Subsidiaries. For purposes of this Agreementthe Conveyed Companies, "Lien" means any mortgage, lien, pledge, hypothecate, charge, security interest or encumbrance of any kind in respect of such asset other than a Permitted Lien upon any such mortgagePurchased Assets or any assets of the Conveyed Companies; except, lien, pledge, charge, security interest or encumbrance with respect to clauses (i) for Taxes (as defined in Section 4.13 hereof) not yet due or being contested in good faith (and for which adequate accruals or reserves have been established on FMFK Balance Sheet (as such term is defined in Section 4.9 hereofb), (c) and (d), for any violations, breaches, conflicts, defaults, terminations, cancellations or accelerations as the case may be); (ii) which is a carriers'would not reasonably be expected to have, warehousemen's, mechanics', materialmen's, repairmen's individually or other like lien arising in the ordinary course of business; (iii) statutory or common law liens to secure obligations to landlordsaggregate, lessors or renters under leases or rental agreements confined to the premises rented or (iv) deposits or pledges made in connection with, or to secure payment of, workers' compensation, unemployment insurance, or other social security programs mandated under laws applicable to FMFK. Except as disclosed in Section 4.5 of FMFK Disclosure Schedule, neither FMFK nor any Subsidiary of FMFK is a party to any agreement that expressly limits the ability of FMFK or any Subsidiary of FMFK, or would limit OLYMPIC or any Subsidiary of OLYMPIC after the Effective Time, to compete in or conduct any line of business or compete with any Person or in any geographic area or during any period of timeMaterial Adverse Effect.

Non-Contravention. Except as disclosed in Section 4.5 of FMFK Disclosure Schedule, the execution, The execution and delivery and performance by FMFK and MERGER SUB of this Agreement and its obligations hereunder by DRI do not and the consummation by FMFK of the transactions contemplated hereby do not and will not (a) not, violate, contravene or conflict with the certificate of incorporation or bylaws of FMFK or MERGER SUB, (b) violate, contravene or conflict with or constitute result in a violation breach of any provision of any lawof, regulation, judgment, injunction, order or decree binding upon or applicable to FMFK or any of its Subsidiaries, including MERGER SUB, (c) constitute a default under (with or give rise to without notice or lapse of time or both) under, or result in the termination of, or accelerate the performance required by, or result in a right of termination, cancellation or acceleration of any material obligation under or the loss of a material benefit under, or result in the creation of any Lien upon any of the properties or assets (any such violation, conflict, breach, default, right of termination, cancellation or obligation of FMFK acceleration, loss or creation being hereinafter referred to as a "Violation") by DRI or any of its SubsidiariesSignificant Subsidiaries under any provisions of (i) the articles of incorporation, including MERGER SUB, bylaws or to a loss similar governing documents of any benefit to which FMFK DRI or any of its Subsidiaries is entitled under Significant Subsidiaries, (ii) subject to obtaining the DRI Required Statutory Approvals and the receipt of the DRI Shareholders' Approval, any provision statute, law, ordinance, rule, regulation, judgment, decree, order, injunction, writ, permit or license of any agreementcourt, contract governmental or regulatory body (including a stock exchange or other instrument binding upon FMFK self-regulatory body) or authority, domestic or foreign (each, a "Governmental Authority") applicable to DRI or any of its Significant Subsidiaries or any of their respective properties or assets, or (iii) subject to obtaining the third-party consents or other approvals set forth in Section 4.4(b) of the DRI Disclosure Schedule (the "FMFK AgreementsDRI Required Consents") or ), any note, bond, mortgage, indenture, deed of trust, license, franchise, leasepermit, permit concession, contract, lease or other similar authorization held by FMFK instrument, obligation or agreement of any kind to which DRI or any of its Subsidiaries, Significant Subsidiaries is now a party or (d) result in the creation or imposition by which any of any Lien on any asset of FMFK them or any of its Subsidiaries. For purposes of this Agreementtheir respective properties or assets may be bound or affected, "Lien" means any mortgage, lien, pledge, hypothecate, charge, security interest or encumbrance of any kind in respect of such asset other than any such mortgage, lien, pledge, charge, security interest or encumbrance (i) for Taxes (as defined in Section 4.13 hereof) not yet due or being contested in good faith (and for which adequate accruals or reserves have been established on FMFK Balance Sheet (as such term is defined in Section 4.9 hereof), as excluding from the case may be); foregoing clauses (ii) which is a carriers', warehousemen's, mechanics', materialmen's, repairmen's or other like lien arising in the ordinary course of business; and (iii) statutory or common law liens to secure obligations to landlordssuch Violations as would not have, lessors or renters under leases or rental agreements confined to the premises rented or (iv) deposits or pledges made in connection with, or to secure payment of, workers' compensation, unemployment insurance, or other social security programs mandated under laws applicable to FMFK. Except as disclosed in Section 4.5 of FMFK Disclosure Schedule, neither FMFK nor any Subsidiary of FMFK is a party to any agreement that expressly limits the ability of FMFK or any Subsidiary of FMFK, or would limit OLYMPIC or any Subsidiary of OLYMPIC after the Effective Time, to compete in or conduct any line of business or compete with any Person individually or in any geographic area or during any period of timethe aggregate, a DRI Material Adverse Effect.

Non-Contravention. Except as disclosed in Section 4.5 of FMFK Disclosure Schedule, the The execution, delivery and performance by FMFK and MERGER SUB the Company of this Agreement and its obligations hereunder and the consummation by FMFK the Company of the transactions contemplated hereby do not and will not not, assuming compliance with the matters referred to in Sections 3.2 and 3.3, (a) violate, contravene or conflict with the certificate Company Charter or the Company By-Laws or the organizational documents of incorporation or bylaws of FMFK or MERGER SUBany Company Subsidiary, (b) violate, contravene or conflict with or constitute a violation of any provision of any law, regulation, judgment, injunction, order or decree binding upon or applicable to FMFK the Company or any of its Subsidiaries, including MERGER SUB, (c) constitute a default under (or an event which with notice or the passage of time would become a default) under, or give rise to a any right of termination, cancellation or acceleration of any right or obligation of FMFK the Company or any of its Subsidiaries, including MERGER SUB, Subsidiaries or to a loss of any benefit to which FMFK the Company or any of its Subsidiaries is entitled under any provision of of, any agreement, contract or other instrument binding upon FMFK the Company or any of its Subsidiaries (the "FMFK Agreements") or any license, franchise, lease, permit or other similar authorization held by FMFK the Company or any of its Subsidiaries, Subsidiaries or (d) result in the creation or imposition of any Lien on any asset of FMFK the Company or any of its Subsidiaries, except for such contraventions, conflicts or violations referred to in clause (b) or defaults, rights of termination, cancellation or acceleration, losses or Liens referred to in clause (c) or (d) that would not, individually or in the aggregate, be reasonably likely to have a Company Material Adverse Effect. For purposes of this Agreement, "“Lien" means ” means, with respect to any asset, any mortgage, lien, pledge, hypothecate, charge, security interest or encumbrance of any kind in respect of such asset other than any such mortgage, lien, pledge, charge, security interest or encumbrance (i) for Taxes (as defined in Section 4.13 hereof3.14) not yet due or being contested in good faith (and for which adequate accruals or reserves have been established on FMFK the Parent Balance Sheet (as such term is defined in Section 4.9 hereof)or the Company Balance Sheet, as the case may be); ) or (ii) which is a carriers'’, warehousemen's’s, mechanics'’, materialmen's’s, repairmen's ’s or other like lien arising in the ordinary course of business; (iii) statutory . To the Company’s knowledge as of the date of this Agreement, there is no Effect that would reasonably be expected to prevent, materially impede or common law liens to secure obligations to landlords, lessors or renters under leases or rental agreements confined to materially interfere with the premises rented or (iv) deposits or pledges made in connection with, or to secure payment of, workers' compensation, unemployment insurance, or other social security programs mandated under laws applicable to FMFK. Except as disclosed in Section 4.5 consummation by the Company of FMFK Disclosure Schedule, neither FMFK nor any Subsidiary of FMFK is a party to any agreement that expressly limits the ability of FMFK or any Subsidiary of FMFK, or would limit OLYMPIC or any Subsidiary of OLYMPIC after Merger and the Effective Time, to compete in or conduct any line of business or compete with any Person or in any geographic area or during any period of timeTransactions.

Non-Contravention. Except as disclosed in Section 4.5 of FMFK Disclosure Schedule, the execution, The execution and delivery and performance by FMFK and MERGER SUB of this Agreement by Parent and its obligations hereunder Sub do not, and the consummation of the Offer, the Merger and the other transactions contemplated by FMFK of this Agreement, including any financing obtained in connection with the transactions contemplated hereby do not by this Agreement, and will not (a) violate, contravene or conflict compliance with the certificate provisions of incorporation this Agreement will not, conflict with, or bylaws of FMFK result in any violation or MERGER SUBbreach of, or default (b) violate, contravene or conflict with or constitute a violation without notice or lapse of any provision of any lawtime, regulationor both) under, judgment, injunction, order or decree binding upon or applicable to FMFK or any of its Subsidiaries, including MERGER SUB, (c) constitute a default under or give rise to a right of termination, cancellation or acceleration of any right obligation or obligation to the loss of FMFK or any of its Subsidiaries, including MERGER SUBa benefit under, or to a loss of any benefit to which FMFK or any of its Subsidiaries is entitled under any provision of any agreement, contract or other instrument binding upon FMFK or any of its Subsidiaries (the "FMFK Agreements") or any license, franchise, lease, permit or other similar authorization held by FMFK or any of its Subsidiaries, or (d) result in the creation or imposition of any Lien on upon any asset of FMFK the properties or assets of Parent or Sub under, any provision of (a) the articles of continuance, as amended, or bylaws of Parent or the articles of incorporation or bylaws of Sub or (b) subject to the filings and other matters referred to in the immediately following sentence, (i) any Contract to which Parent or Sub or any of its Subsidiariestheir respective Subsidiaries is a party or by which any of their respective properties or assets are bound or (ii) any Law or Judgment, in each case applicable to Parent or Sub or any of their respective Subsidiaries or any of their respective properties or assets, other than, in the case of clause (b) above, any such conflicts, violations, breaches, defaults, rights, losses or Liens that would not, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect. For purposes No consent, approval, order, waiver or authorization of, action or nonaction by, registration, declaration or filing with, or notice to, any Governmental Authority is required to be obtained or made by or with respect to Parent or Sub or any of their respective Subsidiaries in connection with the execution and delivery of this Agreement by Parent and Sub or the consummation by Parent and Sub of the Offer, the Merger or the other transactions contemplated by this Agreement, "Lien" means including any mortgagefinancing obtained in connection with the transactions contemplated by this Agreement, lienexcept for (A) the filing of a premerger notification and report form by Parent and Sub under the HSR Act and the filings and receipt, pledgetermination or expiration, hypothecateas applicable, charge, security interest or encumbrance of any kind in respect of such asset other than any such mortgageapprovals or waiting periods as may be required under each Non-U.S. Merger Control Law, lien(B) the filing with the SEC of the Offer Documents, pledgethe Schedule 14D-9, charge, security interest or encumbrance the Proxy/Information Statement (i) for Taxes (as defined in Section 4.13 hereof) not yet due or being contested in good faith (and for which adequate accruals or reserves have been established on FMFK Balance Sheet (as such term is defined in Section 4.9 hereofif required by applicable Law), and such reports under the Exchange Act as may be required in connection with this Agreement and the case transactions contemplated by this Agreement, (C) the filing of the Articles of Merger with the Secretary of State of the State of Minnesota, (D) any filings as may be); be required under Chapter 80B of the Minnesota Statutes, (iiE) any filings or notices required under applicable Canadian securities Laws, (F) filings or notices required under the rules and regulations of the Toronto Stock Exchange or the New York Stock Exchange and (G) such other consents, approvals, orders, waivers, authorizations, actions, nonactions, registrations, declarations, filings and notices the failure of which is a carriers'to be obtained or made would not, warehousemen's, mechanics', materialmen's, repairmen's individually or other like lien arising in the ordinary course of business; (iii) statutory or common law liens aggregate, reasonably be expected to secure obligations to landlords, lessors or renters under leases or rental agreements confined to the premises rented or (iv) deposits or pledges made in connection with, or to secure payment of, workers' compensation, unemployment insurance, or other social security programs mandated under laws applicable to FMFK. Except as disclosed in Section 4.5 of FMFK Disclosure Schedule, neither FMFK nor any Subsidiary of FMFK is have a party to any agreement that expressly limits the ability of FMFK or any Subsidiary of FMFK, or would limit OLYMPIC or any Subsidiary of OLYMPIC after the Effective Time, to compete in or conduct any line of business or compete with any Person or in any geographic area or during any period of timeParent Material Adverse Effect.

Non-Contravention. Except Parent has delivered to the Company correct and complete copies of the certificate of formation, limited liability company agreement, certificate of incorporation and bylaws, as disclosed in Section 4.5 applicable, of FMFK Disclosure Scheduleeach of Parent and Acquisition Sub as amended as of the date of this Agreement. The execution and delivery by Parent, Acquisition Sub and the Guarantors of the Transaction Agreements to which they are a party, the execution, delivery and performance by FMFK Parent, Acquisition Sub and MERGER SUB the Guarantors of this Agreement their respective covenants and its obligations hereunder thereunder and the consummation by FMFK Parent, Acquisition Sub and the Guarantors of the transactions contemplated hereby Transactions do not and will not not: (a) violate, contravene violate or conflict with any provision of the certificate of incorporation formation, limited liability company agreement, certificate of incorporation, bylaws or bylaws limited partnership agreement, as applicable, of FMFK Parent, Acquisition Sub or MERGER SUB, the Guarantors; (b) violate, contravene conflict with, require a payment under, or result in the breach of or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or result in the termination or amendment of, or accelerate the performance required by, or result in a right of termination or acceleration under or loss of benefit under, any of the terms, conditions or provisions of any Contract or material obligation to which Parent, Acquisition Sub and the Guarantors is a party or by which their assets are bound; (c) assuming the Consents referred to in Section 4.04 are obtained or made, violate or conflict with any Law or constitute a violation of any provision of any law, regulation, judgment, injunction, order or decree binding upon or Order applicable to FMFK Parent, Acquisition Sub or the Guarantors or by which any of its Subsidiaries, including MERGER SUB, (c) constitute a default under or give rise to a right of termination, cancellation or acceleration of any right or obligation of FMFK or any of its Subsidiaries, including MERGER SUB, or to a loss of any benefit to which FMFK or any of its Subsidiaries is entitled under any provision of any agreement, contract or other instrument binding upon FMFK or any of its Subsidiaries (the "FMFK Agreements") or any license, franchise, lease, permit or other similar authorization held by FMFK or any of its Subsidiariestheir assets are bound, or (d) result in the creation or imposition of any Lien on any asset of FMFK or any of its Subsidiaries. For purposes of this Agreement, "Lien" means any mortgage, lien, pledge, hypothecate, charge, security interest or encumbrance of any kind in respect of such asset (other than Permitted Liens) upon any such mortgagereal property or other assets of Parent, lien, pledge, charge, security interest Acquisition Sub or encumbrance (i) for Taxes (as defined the Guarantors except in Section 4.13 hereof) not yet due or being contested in good faith (and for which adequate accruals or reserves have been established on FMFK Balance Sheet (as such term is defined in Section 4.9 hereof), as the case may be); of each of clauses (iib) through (d) above, for such violations, conflicts, defaults, terminations, amendments, accelerations, loss of benefit or Liens which is a carriers'would not, warehousemen's, mechanics', materialmen's, repairmen's individually or other like lien arising in the ordinary course aggregate, prevent the consummation by Parent, Acquisition Sub or the Guarantors of business; (iii) statutory or common law liens to secure obligations to landlords, lessors or renters under leases or rental agreements confined to the premises rented or (iv) deposits or pledges made in connection with, or to secure payment of, workers' compensation, unemployment insurance, or other social security programs mandated under laws applicable to FMFK. Except as disclosed in Section 4.5 of FMFK Disclosure Schedule, neither FMFK nor any Subsidiary of FMFK is a party to any agreement that expressly limits the ability of FMFK or any Subsidiary of FMFK, or would limit OLYMPIC or any Subsidiary of OLYMPIC after the Effective Time, to compete in or conduct any line of business or compete with any Person or in any geographic area or during any period of timeTransactions.

Non-Contravention. Except as disclosed in Section 4.5 of FMFK Disclosure Schedule, Neither the execution, delivery and performance by FMFK and MERGER SUB the Purchaser of this Agreement and its obligations hereunder and nor the consummation by FMFK the Purchaser of the transactions contemplated hereby do not and hereby, nor compliance by the Purchaser with any of the provisions of this Agreement, will not (ai) violate, contravene conflict with, or conflict with the certificate result in a breach of incorporation or bylaws of FMFK or MERGER SUBany provision of, (b) violate, contravene or conflict with or constitute a violation default (or an event which, with notice or lapse of any provision of any lawtime or both, regulation, judgment, injunction, order or decree binding upon or applicable to FMFK or any of its Subsidiaries, including MERGER SUB, (c) would constitute a default under default) under, or give rise to result in the termination of, or accelerate the performance required by, or result in a right of termination, cancellation termination or acceleration of any right or obligation of FMFK or any of its Subsidiaries, including MERGER SUBof, or to a loss of any benefit to which FMFK or any of its Subsidiaries is entitled under any provision of any agreement, contract or other instrument binding upon FMFK or any of its Subsidiaries (the "FMFK Agreements") or any license, franchise, lease, permit or other similar authorization held by FMFK or any of its Subsidiaries, or (d) result in the creation of, any Lien upon any of the properties or imposition assets of the Purchaser or any “significant subsidiary” (“Significant Subsidiary”) within the meaning of Rule 1-02(w) of Regulation S-X under the Securities Act of 1933, as amended, under any of the terms, conditions or provisions of (A) the Purchaser’s Amended and Restated Certificate of Incorporation (as amended by Certificate of Designations with respect to 7.25% Mandatory Convertible Preferred Stock, Series F, dated March 23, 2010, and the Certificate of Elimination of the Series A Participating Cumulative Preferred Stock, Series D Non-Voting Contingent Convertible Preferred Stock and Fixed Rate Cumulative Perpetual Preferred Stock, Series E, dated April 26, 2010) or bylaws (or similar governing documents) or the certificate of incorporation, charter, bylaws or other governing instrument of any Lien on Significant Subsidiary or (B) assuming, with respect to the Debenture Sale, the satisfaction of the Replacement Capital Requirement, any asset note, bond, mortgage, indenture, deed of FMFK trust, license, lease, agreement or other instrument or obligation to which the Purchaser or any Significant Subsidiary is a party or by which it or any Significant Subsidiary may be bound, or to which the Purchaser or any Significant Subsidiary or any of its Subsidiaries. For purposes the properties or assets of this Agreementthe Purchaser or any Significant Subsidiary may be subject, "Lien" means any mortgage, lien, pledge, hypothecate, charge, security interest or encumbrance of any kind in respect of such asset other than any such mortgage, lien, pledge, charge, security interest or encumbrance (i) for Taxes (as defined in Section 4.13 hereof) not yet due or being contested in good faith (and for which adequate accruals or reserves have been established on FMFK Balance Sheet (as such term is defined in Section 4.9 hereof), as the case may be); (ii) which is a carriers'violate any law, warehousemen'sstatute, mechanics'ordinance, materialmen'srule or regulation, repairmen's permit, concession, grant, franchise or other like lien arising any judgment, ruling, order, writ, injunction or decree applicable to the Purchaser or any Significant Subsidiary or any of their respective properties or assets except, in the ordinary course case of business; clauses (iiii)(B) statutory or common law liens to secure obligations to landlordsand (ii), lessors or renters under leases or rental agreements confined to the premises rented or (iv) deposits or pledges made in connection withfor those occurrences that, or to secure payment of, workers' compensation, unemployment insurance, or other social security programs mandated under laws applicable to FMFK. Except as disclosed in Section 4.5 of FMFK Disclosure Schedule, neither FMFK nor any Subsidiary of FMFK is a party to any agreement that expressly limits the ability of FMFK or any Subsidiary of FMFK, or would limit OLYMPIC or any Subsidiary of OLYMPIC after the Effective Time, to compete in or conduct any line of business or compete with any Person individually or in any geographic area or during any period of timethe aggregate, have not had and would not be reasonably likely to have a Purchaser Material Adverse Effect.

Non-Contravention. Except as disclosed in Section 4.5 of FMFK Disclosure Schedule, the The execution, delivery and performance by FMFK and MERGER SUB of this Agreement by Parent and its obligations hereunder Acquisition Sub and the consummation by FMFK Parent and Acquisition Sub of the transactions contemplated hereby do not and hereby, will not (ai) violate, contravene violate or conflict with the certificate any provision of incorporation any law applicable to Parent or bylaws Acquisition Sub or by which any property or asset of FMFK Parent or MERGER SUBAcquisition Sub is bound, (bii) violaterequire the consent, contravene waiver, approval, license or authorization of or any filing by Parent or Acquisition Sub with any public authority (other than in connection with or in compliance with the provisions of the Securities Exchange Act of 1934, as amended (the "Exchange Act") and the FBCA), (iii) conflict with or constitute a violation result in any breach of any provision of the Articles of Incorporation or By-laws of Parent or Acquisition Sub in any lawrespect or (iv) violate, regulationconflict with, judgmentresult in a breach of or the acceleration of any obligation under, injunction, order or decree binding upon or applicable to FMFK or any of its Subsidiaries, including MERGER SUB, (c) constitute a default under (or an event which with notice or the lapse of time or both would become a default) under, or give rise to a others any right of termination, amendment, acceleration or cancellation or acceleration of any right or obligation of FMFK or any of its Subsidiaries, including MERGER SUBof, or result in the creation of a lien or other encumbrance on any property or asset of Parent or Acquisition Sub pursuant to a loss of any benefit to which FMFK or any of its Subsidiaries is entitled under any provision of any agreementindenture, contract or other instrument binding upon FMFK or any of its Subsidiaries (the "FMFK Agreements") or any license, franchise, lease, permit or other similar authorization held by FMFK or any of its Subsidiaries, or (d) result in the creation or imposition of any Lien on any asset of FMFK or any of its Subsidiaries. For purposes of this Agreement, "Lien" means any mortgage, lien, pledgelease, hypothecateagreement, chargecontract, security interest instrument, order, judgment, ordinance, regulation or encumbrance decree to which Parent or Acquisition Sub is subject or by which Parent or Acquisition Sub or any of any kind their respective property or assets is bound; except in respect the case of such asset other than any such mortgage, lien, pledge, charge, security interest or encumbrance clauses (i) for Taxes (as defined in Section 4.13 hereof) not yet due or being contested in good faith (and for which adequate accruals or reserves have been established on FMFK Balance Sheet (as such term is defined in Section 4.9 hereof), as the case may be); (ii) which is a carriers', warehousemen's, mechanics', materialmen's, repairmen's or other like lien arising in the ordinary course of business; (iii) statutory or common law liens to secure obligations to landlords, lessors or renters under leases or rental agreements confined to the premises rented or and (iv) deposits above where such violations, conflicts, breaches, defaults or pledges made in connection withthe failure to give such notice, make such filings, or to secure payment ofobtain such authorizations, workers' compensationconsents or approvals, unemployment insurancewould not, or other social security programs mandated under laws applicable to FMFK. Except as disclosed in Section 4.5 of FMFK Disclosure Schedule, neither FMFK nor any Subsidiary of FMFK is a party to any agreement that expressly limits the ability of FMFK or any Subsidiary of FMFK, or would limit OLYMPIC or any Subsidiary of OLYMPIC after the Effective Time, to compete in or conduct any line of business or compete with any Person individually or in any geographic area the aggregate, have a material adverse effect on Parent's or during any period of timeAcquisition Sub's ability to perform hereunder.

Non-Contravention. Except as disclosed Subject to the receipt of the Required Vote of the RAC Stockholders with respect to the RAC Stockholder Voting Matters, and assuming the truth and accuracy of the Group Companies’ representations and warranties contained in Section 4.5 of FMFK Disclosure Schedule3.1(a), neither the execution, delivery and performance by FMFK and MERGER SUB of this Agreement and its obligations hereunder and or any Ancillary Agreement nor the consummation by FMFK of the transactions contemplated hereby do not and or thereby will not (a) violate, contravene or conflict with the certificate of incorporation or bylaws of FMFK or MERGER SUB, (b) violate, contravene or conflict with or constitute a violation result in any material breach of any provision of the RAC Governing Documents; (b) other than the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, require any lawmaterial filing with, regulationor the obtaining of any material consent or approval of, judgment, injunction, order or decree binding upon or applicable to FMFK or any of its Subsidiaries, including MERGER SUB, Governmental Entity; (c) constitute result in a material violation of or a material default under (or give rise to a any right of termination, cancellation cancellation, or acceleration acceleration) under, any of the terms, conditions or provisions of any right note, mortgage, other evidence of indebtedness, guarantee, license agreement, lease or obligation of FMFK other Contract to which RAC is a party or by which RAC or any of its Subsidiaries, including MERGER SUB, or to a loss of any benefit to which FMFK or any of its Subsidiaries is entitled under any provision of any agreement, contract or other instrument binding upon FMFK or any of its Subsidiaries (the "FMFK Agreements") or any license, franchise, lease, permit or other similar authorization held by FMFK or any of its Subsidiaries, or their respective assets may be bound; (d) result in the creation or imposition of any Lien on any asset of FMFK or (other than Permitted Liens) upon any of its Subsidiariesthe properties or assets of RAC; or (e) except for violations which would not prevent or delay the consummation of the transactions contemplated hereby, violate in any material respect any Law, Order, or Lien applicable to RAC, excluding from the foregoing clauses (b), (c), (d) and Section 4.13 such requirements, violations or defaults which would not reasonably be expected to be material to RAC, taken as a whole. For purposes The Required Vote is the only vote of this Agreement, "Lien" means any mortgage, lien, pledge, hypothecate, charge, security interest or encumbrance the holders of any kind class or series of RAC capital stock necessary to approve the transactions contemplated by this Agreement and the Ancillary Agreements. RAC is in respect of such asset other than any such mortgage, lien, pledge, charge, security interest or encumbrance (i) for Taxes (as defined compliance in Section 4.13 hereof) not yet due or being contested in good faith (and for which adequate accruals or reserves have been established on FMFK Balance Sheet (as such term is defined in Section 4.9 hereof), as all material respects with the case may be); (ii) which is a carriers', warehousemen's, mechanics', materialmen's, repairmen's or other like lien arising related party policies set forth in the ordinary course of business; (iii) statutory or common law liens to secure obligations to landlords, lessors or renters under leases or rental agreements confined to the premises rented or (iv) deposits or pledges made in connection with, or to secure payment of, workers' compensation, unemployment insurance, or other social security programs mandated under laws applicable to FMFK. Except as disclosed in Section 4.5 of FMFK Disclosure Schedule, neither FMFK nor any Subsidiary of FMFK is a party to any agreement that expressly limits the ability of FMFK or any Subsidiary of FMFK, or would limit OLYMPIC or any Subsidiary of OLYMPIC after the Effective Time, to compete in or conduct any line of business or compete with any Person or in any geographic area or during any period of timeRAC Governing Documents.

Non-Contravention. Except as disclosed in Section 4.5 The execution and delivery of FMFK Disclosure Schedulethis Agreement by Novadigm does not, the execution, delivery and performance of this Agreement by FMFK Novadigm will not: (i) conflict with or violate the Novadigm Charter Documents or any of the Subsidiary Charter Documents, (ii) subject to obtaining the approval and MERGER SUB adoption of this Agreement and its obligations hereunder and the consummation by FMFK approval of the transactions Merger by Novadigm’s stockholders as contemplated hereby do not in Section 5.2 and will not (a) violate, contravene or conflict compliance with the certificate of incorporation or bylaws of FMFK or MERGER SUBrequirements set forth in Section 2.3(c), (b) violate, contravene or conflict with or violate any material Legal Requirement applicable to Novadigm or any of its Subsidiaries or by which Novadigm or any of its Subsidiaries or any of their respective properties is bound or affected, or (iii) result in any material breach of or constitute a violation material default (or an event that with notice or lapse of any provision of any lawtime or both would become a material default) under, regulation, judgment, injunction, order or decree binding upon or applicable to FMFK materially impair Novadigm’s or any of its Subsidiaries’ rights or materially alter the rights or obligations of any third party under, including MERGER SUB, (c) constitute a default under or give rise to a right others any material rights of termination, amendment, acceleration or cancellation of, or acceleration result in the creation of any right or obligation of FMFK or a material Lien on any of its Subsidiaries, including MERGER SUB, the material properties or to a loss assets of any benefit to which FMFK Novadigm or any of its Subsidiaries is entitled pursuant to, any Novadigm Material Contract (as defined in Section 2.15). Section 2.3(b) of the Novadigm Disclosure Letter lists all consents, waivers and approvals under any provision Novadigm Material Contracts required to be obtained in connection with the consummation of the transactions contemplated hereby. As a result of the consummation of the transactions contemplated by this Agreement, the Surviving Corporation will not be prohibited from exercising any agreement, contract or other instrument binding upon FMFK of the material rights of Novadigm or any of its Subsidiaries under any Novadigm Material Contract and neither Parent nor the Surviving Corporation will be subject to any obligations in respect of any such Novadigm Material Contract (the "FMFK Agreements"including being required to pay any additional amounts or consideration) or any licenseother than ongoing fees, franchiseroyalties, lease, permit payments or other similar authorization held by FMFK obligations which Novadigm or any of its SubsidiariesSubsidiaries would otherwise be required to pay, perform or (d) result in undertake pursuant to the creation or imposition of any Lien on any asset of FMFK or any of its Subsidiaries. For purposes of this Agreement, "Lien" means any mortgage, lien, pledge, hypothecate, charge, security interest or encumbrance of any kind in respect terms of such asset other than any such mortgage, lien, pledge, charge, security interest or encumbrance (i) for Taxes (as defined in Section 4.13 hereof) Novadigm Material Contracts had the transactions contemplated by this Agreement not yet due or being contested in good faith (and for which adequate accruals or reserves have been established on FMFK Balance Sheet (as such term is defined in Section 4.9 hereof), as the case may be); (ii) which is a carriers', warehousemen's, mechanics', materialmen's, repairmen's or other like lien arising in the ordinary course of business; (iii) statutory or common law liens to secure obligations to landlords, lessors or renters under leases or rental agreements confined to the premises rented or (iv) deposits or pledges made in connection with, or to secure payment of, workers' compensation, unemployment insurance, or other social security programs mandated under laws applicable to FMFK. Except as disclosed in Section 4.5 of FMFK Disclosure Schedule, neither FMFK nor any Subsidiary of FMFK is a party to any agreement that expressly limits the ability of FMFK or any Subsidiary of FMFK, or would limit OLYMPIC or any Subsidiary of OLYMPIC after the Effective Time, to compete in or conduct any line of business or compete with any Person or in any geographic area or during any period of timeoccurred.

Non-Contravention. Except as disclosed in Section 4.5 of FMFK Disclosure Schedule, the execution, The execution and delivery and performance by FMFK and MERGER SUB of this Agreement by Parent and its obligations hereunder Merger Sub do not, and the consummation by FMFK of the Merger and the other transactions contemplated hereby do not by this Agreement, and will not (a) violate, contravene or conflict compliance with the certificate provisions of incorporation this Agreement will not, conflict with, or bylaws of FMFK result in any violation or MERGER SUBbreach of, or default (b) violate, contravene or conflict with or constitute a violation without notice or lapse of any provision of any lawtime, regulationor both) under, judgment, injunction, order or decree binding upon or applicable to FMFK or any of its Subsidiaries, including MERGER SUB, (c) constitute a default under or give rise to a right of termination, cancellation or acceleration of any right obligation or obligation to the loss of FMFK or any of its Subsidiaries, including MERGER SUBa benefit under, or to a loss of any benefit to which FMFK or any of its Subsidiaries is entitled under any provision of any agreement, contract or other instrument binding upon FMFK or any of its Subsidiaries (the "FMFK Agreements") or any license, franchise, lease, permit or other similar authorization held by FMFK or any of its Subsidiaries, or (d) result in the creation or imposition of any Lien on upon any asset of FMFK the properties or assets of Parent or Merger Sub under, any provision of (a) the articles of incorporation or bylaws of Parent or the articles of incorporation or bylaws of Merger Sub or (b) subject to the filings and other matters referred to in the immediately following sentence, (i) any Contract to which Parent or Merger Sub or any of its their respective Subsidiaries is a party or by which any of their respective properties or assets are bound, (ii) any Law or Judgment, in each case applicable to Parent or Merger Sub or any of their respective Subsidiaries or any of their respective properties or assets or (iii) any Authorizations of Parent or Merger Sub or any of their respective Subsidiaries, other than, in the case of clause (b) above, any such conflicts, violations, breaches, defaults, rights, losses or Liens that would not, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect. For purposes No consent, approval, order, waiver or authorization of, action or nonaction by, registration, declaration or filing with, or notice to, any Governmental Authority is required to be obtained or made by or with respect to Parent or Merger Sub or any of their respective Subsidiaries in connection with the execution and delivery of this Agreement by Parent and Merger Sub or the consummation by Parent and Merger Sub of the Merger or the other transactions contemplated by this Agreement, "Lien" means except for (A) compliance with and the filing of a premerger notification and report form by Parent and Merger Sub under the HSR Act, (B) compliance with and the filing with the SEC of the Proxy Statement, and such reports under the Exchange Act and the Securities Act as may be required in connection with this Agreement and the transactions contemplated by this Agreement, (C) the filing with the Secretary of State of the State of Minnesota of the Articles of Merger as required by the MBCA, (D) any mortgagefilings as may be required under Chapter 80B of the Minnesota Statutes and (E) such other consents, lienapprovals, pledgeorders, hypothecatewaivers, chargeauthorizations, security interest actions, nonactions, registrations, declarations, filings and notices the failure of which to be obtained or encumbrance of any kind in respect of such asset other than any such mortgagemade would not, lien, pledge, charge, security interest individually or encumbrance (i) for Taxes (as defined in Section 4.13 hereof) not yet due or being contested in good faith (and for which adequate accruals or reserves have been established on FMFK Balance Sheet (as such term is defined in Section 4.9 hereof), as the case may be); (ii) which is a carriers', warehousemen's, mechanics', materialmen's, repairmen's or other like lien arising in the ordinary course of business; (iii) statutory or common law liens aggregate, reasonably be expected to secure obligations to landlords, lessors or renters under leases or rental agreements confined to the premises rented or (iv) deposits or pledges made in connection with, or to secure payment of, workers' compensation, unemployment insurance, or other social security programs mandated under laws applicable to FMFK. Except as disclosed in Section 4.5 of FMFK Disclosure Schedule, neither FMFK nor any Subsidiary of FMFK is have a party to any agreement that expressly limits the ability of FMFK or any Subsidiary of FMFK, or would limit OLYMPIC or any Subsidiary of OLYMPIC after the Effective Time, to compete in or conduct any line of business or compete with any Person or in any geographic area or during any period of timeParent Material Adverse Effect.

Non-Contravention. Except as disclosed in set forth on Section 4.5 4.04 of FMFK the Company Disclosure ScheduleLetter, the execution, delivery and performance by FMFK and MERGER SUB the Company of this Agreement and its obligations hereunder and the consummation by FMFK the Company of the transactions contemplated hereby Transactions do not and will not (a) violatecontravene, contravene or conflict with or result in any violation or breach of any provision of the certificate of incorporation or bylaws (or comparable organizational documents) of FMFK or MERGER SUB, (b) violate, contravene or conflict with or constitute a violation of any provision of any law, regulation, judgment, injunction, order or decree binding upon or applicable to FMFK the Company or any of its Subsidiaries, including MERGER SUB(b) assuming that the consents, approvals, authorizations and filings referred to in Section 4.03 have been obtained or made, any applicable waiting periods referred to therein have terminated or expired and any condition precedent to any such consent has been satisfied or waived, and subject to obtaining the Required Company Stockholder Approval, contravene, conflict with or result in a violation or breach of any Applicable Law or Privacy Laws, or (c) assuming that the consents, approvals, authorizations and filings referred to in Section 4.03 have been obtained or made, any applicable waiting periods referred to therein have terminated or expired and any condition precedent to any such consent has been satisfied or waived, and subject to obtaining the Required Company Stockholder Approval, require any consent by any Person under, constitute a default under default, or give rise to an event that, with or without notice or lapse of time or both, would constitute a right of default, under, or cause or permit the termination, cancellation cancellation, acceleration or acceleration other change of any right or obligation of FMFK or any of its Subsidiaries, including MERGER SUB, or to a the loss of any benefit to which FMFK the Company or any of its Subsidiaries is entitled under under, any provision of any agreementCompany Material Contract, contract or other instrument binding upon FMFK or any of its Subsidiaries (the "FMFK Agreements") or any license, franchise, lease, permit or other similar authorization held by FMFK or any of its Subsidiaries, or (d) result except in the creation or imposition case of any Lien on any asset of FMFK or any of its Subsidiaries. For purposes of this Agreementclauses (b) and (c) above, "Lien" means any mortgage, lien, pledge, hypothecate, charge, security interest or encumbrance of any kind in respect of such asset other than any such mortgagecontravention, lienconflict, pledgeviolation, chargebreach, security interest default, right, termination, amendment, acceleration, cancellation, change or encumbrance (i) for Taxes (as defined in Section 4.13 hereof) not yet due loss that would not, individually or being contested in good faith (and for which adequate accruals or reserves have been established on FMFK Balance Sheet (as such term is defined in Section 4.9 hereof), as the case may be); (ii) which is a carriers', warehousemen's, mechanics', materialmen's, repairmen's or other like lien arising in the ordinary course of business; (iii) statutory or common law liens aggregate, reasonably be expected to secure obligations to landlords, lessors or renters under leases or rental agreements confined to the premises rented or (iv) deposits or pledges made in connection with, or to secure payment of, workers' compensation, unemployment insurance, or other social security programs mandated under laws applicable to FMFK. Except as disclosed in Section 4.5 of FMFK Disclosure Schedule, neither FMFK nor any Subsidiary of FMFK is have a party to any agreement that expressly limits the ability of FMFK or any Subsidiary of FMFK, or would limit OLYMPIC or any Subsidiary of OLYMPIC after the Effective Time, to compete in or conduct any line of business or compete with any Person or in any geographic area or during any period of timeCompany Material Adverse Effect.

Non-Contravention. Except as disclosed in Section 4.5 of FMFK Disclosure Schedule, the execution, The execution and delivery and performance by FMFK and MERGER SUB of this Agreement and its obligations hereunder the Ancillary Documents by the Company and the consummation by FMFK of the transactions contemplated hereby do not and thereby, consummation by the Company of the transactions contemplated hereby and thereby and compliance by the Company with any of the provisions hereof and thereof, will not (a) violate, contravene or conflict with or violate any provision of the certificate of incorporation or bylaws of FMFK or MERGER SUBCompany’s Organizational Documents, (b) violate, contravene or conflict with or constitute a violation of any provision provisions of any law, regulation, judgment, injunction, order Law or decree Order binding upon or applicable to FMFK the Company or (c) subject to obtaining the Consents from Governmental Authorities referred to in Section 5.3 hereof, and the waiting periods referred to therein having expired, and any condition precedent to such Consent or waiver having been satisfied, conflict with or violate in any material respect any Law, Order or Consent applicable to the Company, or any of its Subsidiariesproperties or assets, including MERGER SUBexcept for violations that would not prevent or delay the consummation of the transactions contemplated hereby, or (d)(i) violate, conflict with or result in a breach of, (cii) result in a default (or an event which, with notice or lapse of time or both, would constitute a default under or material default) under, (iii) give rise to a any right of termination, cancellation or acceleration of under, (iv) give rise to any right obligation to make material payments or obligation of FMFK or any of its Subsidiariesprovide material compensation under, including MERGER SUB, or to a loss of any benefit to which FMFK or any of its Subsidiaries is entitled under any provision of any agreement, contract or other instrument binding upon FMFK or any of its Subsidiaries (the "FMFK Agreements") or any license, franchise, lease, permit or other similar authorization held by FMFK or any of its Subsidiaries, or (dv) result in the creation or imposition of any Lien on any asset of FMFK or (other than Permitted Liens) upon any of its Subsidiaries. For purposes the properties or assets of this Agreementthe Company under, "Lien" means any mortgage, lien, pledge, hypothecate, charge, security interest or encumbrance of any kind in respect of such asset other than any such mortgage, lien, pledge, charge, security interest or encumbrance (ivi) for Taxes (as defined in Section 4.13 hereof) not yet due or being contested in good faith (and for which adequate accruals or reserves have been established on FMFK Balance Sheet (as such term is defined in Section 4.9 hereof), as the case may be); (ii) which is a carriers', warehousemen's, mechanics', materialmen's, repairmen's or other like lien arising in the ordinary course of business; (iii) statutory or common law liens to secure obligations to landlords, lessors or renters under leases or rental agreements confined to the premises rented or (iv) deposits or pledges made in connection with, or to secure payment of, workers' compensation, unemployment insurance, or other social security programs mandated under laws applicable to FMFK. Except as disclosed in Section 4.5 of FMFK Disclosure Schedule, neither FMFK nor any Subsidiary of FMFK is a party give rise to any agreement that expressly limits the ability of FMFK obligation to obtain any material third party Consent or provide any Subsidiary of FMFK, or would limit OLYMPIC or any Subsidiary of OLYMPIC after the Effective Time, notice to compete in or conduct any line of business or compete with any Person or (vii) give any Person the right to declare a default, exercise any remedy, claim a rebate, chargeback, penalty or change in delivery schedule, accelerate the maturity or performance, cancel, terminate or modify any geographic area right, benefit, obligation or during other term under, any period of timethe terms, conditions or provisions of any Company Material Contracts, in each case except where such conflict, violation, breach, default, termination, cancellation, modification, acceleration, obligation, creation, or default would not, individually or in the aggregate, be reasonably expected to have a Company Material Adverse Effect.

Non-Contravention. Except Subject to the receipt of the Buyer Member Consent and receipt of the XXXX Required Vote, except as disclosed set forth on Schedule 4.2 and assuming the truth and accuracy of the Company’s representations and warranties contained in Section 4.5 of FMFK Disclosure Schedule3.1(a), neither the execution, execution and delivery and performance by FMFK and MERGER SUB of this Agreement and its obligations hereunder and or any Ancillary Agreement nor the consummation by FMFK of the transactions contemplated hereby do not and or thereby will not (a) violate, contravene or conflict with the certificate of incorporation or bylaws of FMFK or MERGER SUB, (b) violate, contravene or conflict with or constitute a violation result in any material breach of any provision of the Governing Documents of any lawBuyer Party; (b) other than the requisite filing with the Registrar of Companies in the Cayman Islands in connection with the Domestication, regulationthe requisite filing with the Registrar of Limited Liability Companies in the Cayman Islands in connection with the Holdings Domestication and the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, judgmentrequire any material filing with, injunctionor the obtaining of any material consent or approval of, order or decree binding upon or applicable to FMFK or any of its Subsidiaries, including MERGER SUB, Governmental Entity; (c) constitute result in a material violation of or a material default under (or give rise to a any right of termination, cancellation cancellation, or acceleration acceleration) under, any of the terms, conditions or provisions of any right note, mortgage, other evidence of indebtedness, guarantee, license agreement, lease or obligation of FMFK other Contract to which any Buyer Party is a party or by which any Buyer Party or any of its Subsidiaries, including MERGER SUB, or to a loss of any benefit to which FMFK or any of its Subsidiaries is entitled under any provision of any agreement, contract or other instrument binding upon FMFK or any of its Subsidiaries (the "FMFK Agreements") or any license, franchise, lease, permit or other similar authorization held by FMFK or any of its Subsidiaries, or their respective assets may be bound; (d) result in the creation or imposition of any Lien on any asset of FMFK or (other than Permitted Liens) upon any of its Subsidiaries. For purposes of this Agreement, "Lien" means any mortgage, lien, pledge, hypothecate, charge, security interest the properties or encumbrance assets of any kind Buyer Party; or (e) except for violations which would not prevent or materially delay the consummation of the transactions contemplated hereby, violate in any material respect of such asset other than any such mortgageLaw, lienOrder, pledgeor Lien applicable to any Buyer Party, charge, security interest or encumbrance excluding from the foregoing clauses (i) for Taxes (as defined in Section 4.13 hereof) not yet due or being contested in good faith (and for which adequate accruals or reserves have been established on FMFK Balance Sheet (as such term is defined in Section 4.9 hereofb), (c), (d) and (e) such requirements, violations or defaults which would not reasonably be expected to be material to the Buyer Parties, taken as a whole, or materially affect any Buyer Parties’ ability to perform its obligations under this Agreement and the case may be); (ii) which Ancillary Agreements or to consummate the transactions hereby or thereby. The XXXX Requisite Vote is a carriers', warehousemen's, mechanics', materialmen's, repairmen's the only vote of the holders of any class or other like lien arising series of shares in the ordinary course capital of business; (iii) statutory or common law liens XXXX necessary to secure obligations to landlords, lessors or renters under leases or rental agreements confined to approve the premises rented or (iv) deposits or pledges made Transactions. XXXX is in connection with, or to secure payment of, workers' compensation, unemployment insurance, or other social security programs mandated under laws applicable to FMFK. Except as disclosed compliance in Section 4.5 of FMFK Disclosure Schedule, neither FMFK nor any Subsidiary of FMFK is a all material respects with the related party to any agreement that expressly limits policies set forth in the ability of FMFK or any Subsidiary of FMFK, or would limit OLYMPIC or any Subsidiary of OLYMPIC after the Effective Time, to compete in or conduct any line of business or compete with any Person or in any geographic area or during any period of timeXXXX Governing Documents.

Non-Contravention. Except as disclosed in Section 4.5 of FMFK Disclosure Schedule, the The execution, delivery and performance by FMFK Seller and MERGER SUB its Subsidiaries of this Agreement and its obligations hereunder the Ancillary Documents to which they are, or as of the Closing will be, a party, and the consummation by FMFK of the transactions contemplated hereby and thereby, do not and will not (ai) violate, contravene violate any provision of Seller’s or conflict with the certificate of incorporation or bylaws of FMFK or MERGER SUBits Subsidiaries’ respective organizational documents, (bii) violateassuming the receipt of all consents, contravene approvals, waivers, novations and authorizations and the making of the notices and filings listed in Section 4.4 or set forth on Seller Schedule 4.4, conflict with or constitute result in a violation of any provision of any lawor breach of, regulation, judgment, injunction, order or decree binding upon or applicable to FMFK or any of its Subsidiaries, including MERGER SUB, (c) constitute a default under under, or give rise to a right of result in the termination, cancellation cancellation, modification or acceleration (whether after the filing of notice or the lapse of time or both) of any right or obligation of FMFK Seller or any of its Subsidiaries, including MERGER SUBSubsidiaries under, or to result in any right of buy-out by any third party under, or result in a loss of any benefit to which FMFK Seller or any of its Subsidiaries is entitled under under, any provision of any agreement, contract Material Contract or other instrument binding upon FMFK or any of its Subsidiaries (the "FMFK Agreements") or any license, franchise, lease, permit or other similar authorization held by FMFK or any of its Subsidiaries, or (d) result in the creation or imposition of any Lien on any asset of FMFK or Encumbrance upon any of its Subsidiaries. For purposes of this Agreement, "Lien" means any mortgage, lien, pledge, hypothecate, charge, security interest or encumbrance of any kind in respect of such asset the Transferred Assets (other than any such mortgagePermitted Encumbrances), lienor (iii) assuming the receipt of all consents, pledgeapprovals, chargewaivers, security interest or encumbrance (i) for Taxes (as defined novations and authorizations and the making of notices and filings listed in Section 4.13 hereof) not yet due 4.4 or being contested set forth on Seller Schedule 4.4 or required to be made or obtained by Buyer, conflict with or result in good faith (and for a violation or breach of, or constitute a default under, any Law to which adequate accruals the Transferred Business is subject, or reserves have been established on FMFK Balance Sheet (as such term is defined under any Governmental Authorizations, other than, in Section 4.9 hereof), as the case may be); of clauses (ii) which is a carriers'and (iii), warehousemen'sconflicts, mechanics'violations, materialmen'sbreaches, repairmen's defaults, terminations, cancellations, modifications, accelerations, losses or other like lien arising Encumbrances that would not, individually or in the ordinary course of business; aggregate, reasonably be expected to have a Seller Material Adverse Effect (iiidisregarding clauses (vi) statutory or common law liens to secure obligations to landlords, lessors or renters under leases or rental agreements confined to the premises rented or (iv) deposits or pledges made in connection with, or to secure payment of, workers' compensation, unemployment insurance, or other social security programs mandated under laws applicable to FMFK. Except as disclosed in Section 4.5 of FMFK Disclosure Schedule, neither FMFK nor any Subsidiary of FMFK is a party to any agreement that expressly limits the ability of FMFK or any Subsidiary of FMFK, or would limit OLYMPIC or any Subsidiary of OLYMPIC after the Effective Time, to compete in or conduct any line of business or compete with any Person or in any geographic area or during any period of time.and

Non-Contravention. Except as disclosed in Section 4.5 of FMFK Disclosure Schedule, the execution, The execution and delivery and performance by FMFK and MERGER SUB of this Agreement and its obligations hereunder by the Seller does not, and the consummation by FMFK of the transactions contemplated hereby do not and will not (a) violatenot, contravene violate or conflict with the certificate of incorporation or bylaws of FMFK or MERGER SUB, (b) violate, contravene or conflict with or constitute result in a violation breach of any provision of any lawof, regulation, judgment, injunction, order or decree binding upon or applicable to FMFK or any of its Subsidiaries, including MERGER SUB, (c) constitute a default under (with or give rise to without notice or lapse of time or both) under, result in the termination or modification of, result in a right of termination, cancellation or acceleration of any obligation or the loss of a benefit under, or result in the creation of any Encumbrance upon any of the properties or assets of any Subject Company, REST, or RETR (any such violation, breach, default, right of termination, modification, cancellation or obligation acceleration or creation, is referred to herein as a “Violation ” with respect to the Seller and the Subject Companies and such term when used in ARTICLE V has a correlative meaning with respect to the Purchaser and its Subsidiaries) pursuant to any provisions of FMFK (i) the articles of incorporation, by-laws, limited liability company agreement, trust agreement or similar governing documents of the Seller, any Subject Company, REST, or RETR, (ii) subject to obtaining the Seller Required Statutory Approvals, any Law, judgment, decree, order, injunction, writ, permit or license of any Governmental Authority applicable to the Seller, any Subject Company or any of its Subsidiaries, including MERGER SUBtheir respective properties or assets, or (iii) subject to a loss obtaining the third-party consents set forth in Section 4.3(b)(iii) of any benefit to which FMFK or any of its Subsidiaries is entitled under any provision of any agreement, contract or other instrument binding upon FMFK or any of its Subsidiaries the Seller Disclosure Letter (the "FMFK Agreements") or “Seller Required Consents ”), any note, bond, mortgage, indenture, deed of trust, license, franchise, leasepermit, permit concession, contract, lease or other similar authorization held instrument, obligation or agreement of any kind to which the Seller or any Subject Company is a party or by FMFK which they or any of its Subsidiariestheir respective properties or assets may be bound, or (d) result except in the creation or imposition case of any Lien on any asset of FMFK or any of its Subsidiaries. For purposes of this Agreement, "Lien" means any mortgage, lien, pledge, hypothecate, charge, security interest or encumbrance of any kind in respect of such asset other than any such mortgage, lien, pledge, charge, security interest or encumbrance (i) for Taxes (as defined in Section 4.13 hereof) not yet due or being contested in good faith (and for which adequate accruals or reserves have been established on FMFK Balance Sheet (as such term is defined in Section 4.9 hereof), as the case may be); clause (ii) which is a carriers', warehousemen's, mechanics', materialmen's, repairmen's or other like lien arising in the ordinary course of business; (iii) statutory or common law liens to secure obligations to landlordsfor any such Violation which, lessors or renters under leases or rental agreements confined to the premises rented or (iv) deposits or pledges made in connection with, or to secure payment of, workers' compensation, unemployment insurance, or other social security programs mandated under laws applicable to FMFK. Except as disclosed in Section 4.5 of FMFK Disclosure Schedule, neither FMFK nor any Subsidiary of FMFK is a party to any agreement that expressly limits the ability of FMFK or any Subsidiary of FMFK, or would limit OLYMPIC or any Subsidiary of OLYMPIC after the Effective Time, to compete in or conduct any line of business or compete with any Person individually or in any geographic area or during any period of timethe aggregate, would not reasonably be expected to have a Retail Material Adverse Effect.

Non-Contravention. Except as disclosed in set forth on Section 4.5 4.04 of FMFK the Company Disclosure ScheduleLetter, the execution, delivery and performance by FMFK and MERGER SUB the Company of this Agreement and its obligations hereunder and the consummation by FMFK the Company of the transactions contemplated hereby Transactions do not and will not (ai) violatecontravene, contravene or conflict with or result in any violation or breach of any provision of the certificate of incorporation or bylaws (or comparable organizational documents) of FMFK or MERGER SUB, (b) violate, contravene or conflict with or constitute a violation of any provision of any law, regulation, judgment, injunction, order or decree binding upon or applicable to FMFK the Company or any of its Subsidiaries, including MERGER SUB(ii) assuming that the consents, approvals, authorizations and filings referred to in Section 4.03 have been obtained or made, any applicable waiting periods referred to therein have terminated or expired and any condition precedent to any such consent has been satisfied or waived, and subject to obtaining the Required Company Stockholder Approval and assuming the accuracy of the representation set forth in Section 5.07(c), contravene, conflict with or result in a violation or breach of any Applicable Law, or (ciii) assuming that the consents, approvals, authorizations and filings referred to in Section 4.03 have been obtained or made, any applicable waiting periods referred to therein have terminated or expired and any condition precedent to any such consent has been satisfied or waived, and subject to obtaining the Required Company Stockholder Approval, require any consent by or any notice to any Person under, constitute a default under default, or give rise to an event that, with or without notice or lapse of time or both, would constitute a right of default, under, or cause or permit the termination, cancellation cancellation, acceleration or acceleration other change of any right or obligation of FMFK or any of its Subsidiaries, including MERGER SUB, or to a the loss of any benefit to which FMFK the Company or any of its Subsidiaries is entitled under any provision of any agreementCompany Material Contract, contract or other instrument binding upon FMFK or any of its Subsidiaries (the "FMFK Agreements") or any license, franchise, lease, permit or other similar authorization held by FMFK or any of its Subsidiaries, or (d) result except in the creation or imposition case of any Lien on any asset of FMFK or any of its Subsidiaries. For purposes of this Agreement, "Lien" means any mortgage, lien, pledge, hypothecate, charge, security interest or encumbrance of any kind in respect of such asset other than any such mortgage, lien, pledge, charge, security interest or encumbrance (i) for Taxes (as defined in Section 4.13 hereof) not yet due or being contested in good faith (and for which adequate accruals or reserves have been established on FMFK Balance Sheet (as such term is defined in Section 4.9 hereof), as the case may be); clauses (ii) which is a carriers', warehousemen's, mechanics', materialmen's, repairmen's or other like lien arising in the ordinary course of business; and (iii) statutory above, any such violation, breach, default, right, termination, amendment, acceleration, cancellation, loss, consent or common law liens to secure obligations to landlordsnotice that would not, lessors or renters under leases or rental agreements confined to the premises rented or (iv) deposits or pledges made in connection with, or to secure payment of, workers' compensation, unemployment insurance, or other social security programs mandated under laws applicable to FMFK. Except as disclosed in Section 4.5 of FMFK Disclosure Schedule, neither FMFK nor any Subsidiary of FMFK is a party to any agreement that expressly limits the ability of FMFK or any Subsidiary of FMFK, or would limit OLYMPIC or any Subsidiary of OLYMPIC after the Effective Time, to compete in or conduct any line of business or compete with any Person individually or in any geographic area or during any period of timethe aggregate, reasonably be expected to have a Company Material Adverse Effect.

Non-Contravention. Except as disclosed set forth in Section 4.5 of FMFK Disclosure ScheduleSCHEDULE 5.04, the execution, delivery and performance by FMFK and MERGER SUB the Company of this Agreement and its obligations hereunder and the consummation by FMFK the Company of the transactions contemplated hereby do not and will not (a) violate, contravene or conflict with the certificate of incorporation or bylaws of FMFK or MERGER SUBthe Company, (b) violateassuming compliance with the matters referred to in SECTION 5.03, contravene or conflict with or constitute a violation of any provision of any law, regulation, judgment, writ, injunction, order or decree of any court or governmental authority binding upon or applicable to FMFK the Company or any Subsidiary or any of its Subsidiaries, including MERGER SUBtheir properties or assets, (c) constitute a default under or give rise to a right of termination, cancellation or acceleration of any right or obligation of FMFK the Company or any of its Subsidiaries, including MERGER SUB, Subsidiary or to a loss of any benefit to which FMFK the Company or any of its Subsidiaries Subsidiary is entitled under any provision of any material agreement, contract or other instrument binding upon FMFK the Company or any of its Subsidiaries (the "FMFK Agreements") Subsidiary or any license, franchise, lease, permit or other similar authorization held by FMFK the Company or any of its SubsidiariesSubsidiary, or (d) result in the creation or imposition of any Lien on any asset of FMFK the Company or any Subsidiary, except, in the case of its Subsidiariesclauses (b), (c) and (d) of this SECTION 5.04, for any such violation, failure to obtain any such consent or other action, default, right, loss or Lien that would not, individually or in the aggregate, be reasonably expected to have a Material Adverse Effect. For purposes of this Agreement, "LienLIEN" means means, with respect to any asset, any mortgage, lien, pledge, hypothecate, charge, security interest or encumbrance of any kind in respect of such asset asset. The Rawhide Merger Agreement has been terminated in accordance with its terms (subject to payment of the amount described in the following clause), and the Company is obligated to pay, on Tuesday, January 2, 2001, $66,500,000 to Rawhide Holdings Corporation which represents all amounts required to be paid by the Company under the Rawhide Merger Agreement and the Company has no other than any such mortgagefinancial liabilities thereunder. Immediately prior to the execution hereof, lien, pledge, charge, security interest or encumbrance (i) Rawhide Holdings Corporation has agreed to waive the three day period to submit a new offer provided for Taxes (as defined in Section 4.13 hereof10.01(e) not yet due or being contested in good faith (and for which adequate accruals or reserves have been established on FMFK Balance Sheet (as such term is defined in Section 4.9 hereof), as of the case may be); (ii) which is a carriers', warehousemen's, mechanics', materialmen's, repairmen's or other like lien arising in the ordinary course of business; (iii) statutory or common law liens to secure obligations to landlords, lessors or renters under leases or rental agreements confined to the premises rented or (iv) deposits or pledges made in connection with, or to secure payment of, workers' compensation, unemployment insurance, or other social security programs mandated under laws applicable to FMFK. Except as disclosed in Section 4.5 of FMFK Disclosure Schedule, neither FMFK nor any Subsidiary of FMFK is a party to any agreement that expressly limits the ability of FMFK or any Subsidiary of FMFK, or would limit OLYMPIC or any Subsidiary of OLYMPIC after the Effective Time, to compete in or conduct any line of business or compete with any Person or in any geographic area or during any period of timeRawhide Merger Agreement.

Non-Contravention. Except as disclosed in Section 4.5 of FMFK Disclosure Schedule, the The execution, delivery and performance by FMFK and MERGER SUB Acquiror, Acquiror OpCo or Merger Sub of this Agreement Agreement, the Ancillary Agreements and its obligations hereunder each other agreement, document or instrument to be executed and delivered by Acquiror, Acquiror OpCo or Merger Sub pursuant hereto or thereto and the consummation by FMFK Acquiror, Acquiror OpCo or Merger Sub of the transactions contemplated hereby or thereby do not and will not (a) violateviolate any provision of the Organizational Documents of Acquiror, contravene Acquiror OpCo or conflict with the certificate of incorporation or bylaws of FMFK or MERGER SUBMerger Sub, (b) violateassuming compliance with the matters referred to in Section 4.2(b), contravene or conflict with or constitute a violation of violate any provision of any law, regulation, judgment, injunction, order or decree binding upon or applicable to FMFK or any of its Subsidiaries, including MERGER SUBLaw, (c) require authorization, consent, license, registration, exemption of, approval by, filing with or notice under, conflict with, result in a violation or constitute a breach of or default under (or event that, with or without notice or lapse of time or both, would constitute a breach of or default under), result in the acceleration of, require any notice, consent or waiver under, create in any Person the right to accelerate, terminate, modify or cancel, give rise to a right of termination, cancellation or acceleration of any right or obligation of FMFK or any of its Subsidiaries, including MERGER SUBunder, or to a result in the loss of any benefit to which FMFK under, any material Contract of Acquiror, Acquiror OpCo or any of its Subsidiaries is entitled under any provision of any agreement, contract or other instrument binding upon FMFK or any of its Subsidiaries (the "FMFK Agreements") or any license, franchise, lease, permit or other similar authorization held by FMFK or any of its Subsidiaries, Merger Sub or (d) except as contemplated by this Agreement, result in the creation or imposition of any Lien Encumbrance other than Permitted Encumbrances on any asset of FMFK Acquiror, Acquiror OpCo or any Merger Sub, except, in the case of its Subsidiaries. For purposes of this Agreementclauses (b), "Lien" means any mortgage, lien, pledge, hypothecate, charge, security interest or encumbrance of any kind in respect of such asset other than any such mortgage, lien, pledge, charge, security interest or encumbrance (ic) for Taxes and (as defined in Section 4.13 hereof) not yet due or being contested in good faith (and for which adequate accruals or reserves have been established on FMFK Balance Sheet (as such term is defined in Section 4.9 hereofd), as the case may be); (ii) which is a carriers', warehousemen's, mechanics', materialmen's, repairmen's or other like lien arising in the ordinary course of business; (iii) statutory or common law liens have not had and would not reasonably be expected to secure obligations to landlords, lessors or renters under leases or rental agreements confined to the premises rented or (iv) deposits or pledges made in connection with, or to secure payment of, workers' compensation, unemployment insurance, or other social security programs mandated under laws applicable to FMFK. Except as disclosed in Section 4.5 of FMFK Disclosure Schedule, neither FMFK nor any Subsidiary of FMFK is a party to any agreement that expressly limits the ability of FMFK or any Subsidiary of FMFK, or would limit OLYMPIC or any Subsidiary of OLYMPIC after the Effective Time, to compete in or conduct any line of business or compete with any Person or in any geographic area or during any period of timehave an Acquiror Material Adverse Effect.

Non-Contravention. Except as disclosed set forth in Section 4.5 4.04(b) of FMFK the ----------------- Company Disclosure Schedule, the execution, execution and delivery and performance by FMFK and MERGER SUB of this Agreement and its obligations hereunder by the Company do not, and the consummation by FMFK of the transactions contemplated hereby do not and will not (a) not, violate, contravene conflict with, or conflict with the certificate result in a breach of incorporation or bylaws of FMFK or MERGER SUBany provision of, (b) violate, contravene or conflict with or constitute a violation default (with or without notice or lapse of time or both) under, or result in a right of termination, cancellation, or acceleration of any provision obligation under, or result in the creation of any lawlien, regulationsecurity interest, judgment, injunction, order charge or decree binding encumbrance ("Liens") upon any of the properties or applicable to FMFK assets of the Company or any of its Subsidiariessubsidiaries (any such violation, including MERGER SUBconflict, (c) constitute a default under or give rise to a breach, default, right of termination, cancellation or acceleration acceleration, loss or creation, a "Violation" with respect to the Company (such term when used in Article V having a correlative meaning with respect to Parent)) pursuant to any provisions of (i) the articles of organization, by-laws or similar governing documents of the Company, any right or obligation of FMFK its subsidiaries or any of its Subsidiariesjoint ventures, including MERGER SUB(ii) subject to obtaining the Company Required Statutory Approvals and the receipt of the Company Shareholders' Approval, or to a loss of any benefit to which FMFK or any of its Subsidiaries is entitled under any provision of any agreementstatute, contract or other instrument binding upon FMFK or any of its Subsidiaries (the "FMFK Agreements") or any licenselaw, franchiseordinance, leaserule, regulation, judgment, decree, order, injunction, writ, permit or other similar authorization held by FMFK or any of its Subsidiaries, or (d) result in the creation or imposition license of any Lien on any asset of FMFK or any of its Subsidiaries. For purposes of this Agreement, "Lien" means any mortgage, lien, pledge, hypothecate, charge, security interest or encumbrance of any kind in respect of such asset other than any such mortgage, lien, pledge, charge, security interest or encumbrance (i) for Taxes Governmental Authority (as defined in Section 4.13 hereof4.04(c)) not yet due applicable to the Company, any of its subsidiaries or being contested in good faith any of its joint ventures, or any of their respective properties or assets or (and for which adequate accruals iii) subject to obtaining the third-party consents or reserves have been established on FMFK Balance Sheet (as such term is defined other approvals set forth in Section 4.9 hereof4.04(b) of the Company Disclosure Schedule (the "Company Required Consents") any note, bond, mortgage, indenture, deed of trust, license, franchise, permit, concession, contract, lease or other instrument, obligation or agreement of any kind to which the Company, any of its subsidiaries or any of its joint ventures is a party or by which it or any of its properties or assets may be bound or affected, excluding from the foregoing clauses (i), as the case may be); (ii) which is a carriers', warehousemen's, mechanics', materialmen's, repairmen's or other like lien arising in the ordinary course of business; and (iii) statutory or common law liens such Violations as would not reasonably be expected to secure obligations to landlordshave, lessors or renters under leases or rental agreements confined to in the premises rented or (iv) deposits or pledges made in connection withaggregate, or to secure payment of, workers' compensation, unemployment insurance, or other social security programs mandated under laws applicable to FMFK. Except as disclosed in Section 4.5 of FMFK Disclosure Schedule, neither FMFK nor any Subsidiary of FMFK is a party to any agreement that expressly limits the ability of FMFK or any Subsidiary of FMFK, or would limit OLYMPIC or any Subsidiary of OLYMPIC after the Effective Time, to compete in or conduct any line of business or compete with any Person or in any geographic area or during any period of timeCompany Material Adverse Effect.

Non-Contravention. Except Assuming compliance with the HSR Act, applicable bank regulatory laws, any foreign or other antitrust or combination laws, the Securities Act, any applicable state securities or “blue sky” laws and the filing of the Parent Agreements of Merger and the Subsidiary Agreements of Merger with the Secretary of State of the State of California, the Secretary of State of the State of North Carolina and each other appropriate Governmental Authority, the filing of all requisite documents with, and the receipt of the requisite approvals from, the Federal Reserve Board, the OCC and with each other appropriate Governmental Authority as disclosed in Section 4.5 may be necessary to effect the Bank Conversion, the Bank Merger, the Stock Contribution and the Subsidiary Merger, the filing of FMFK Disclosure Schedulethe Articles of Incorporation of Merger Sub with the Secretary of State of the State of California, the Subsidiary Merger Consideration Contribution, the Stock Contribution, the execution, delivery and performance by FMFK and MERGER SUB of this Agreement and its obligations hereunder by the Purchaser and the consummation by FMFK of the transactions contemplated hereby do not and will not not, and the execution, delivery and performance of the Subsidiary Agreements of Merger by Merger Sub and the performance by Merger Sub of the other transactions contemplated hereby in connection with the Subsidiary Merger will not, (a) violatecontravene the Restated Articles of Incorporation of the Purchaser, contravene as amended, and Amended and Restated Bylaws of the Purchaser or conflict with the certificate of incorporation other charter or bylaws of FMFK or MERGER SUB, (b) violate, contravene or conflict with or constitute a violation of any provision of any law, regulation, judgment, injunction, order or decree binding upon or applicable to FMFK or any organizational documents of its Subsidiaries, including MERGER SUBMerger Sub, once it is formed, or (cb) constitute a breach or violation of, or default under under, or give rise to a any Lien or any acceleration of remedies, penalty, increase in material benefit payable or right of terminationtermination under, cancellation any Applicable Law or acceleration agreement, indenture, instrument, judgment, decree, order, ruling or license of any right or obligation of FMFK the Purchaser or any of its SubsidiariesSubsidiaries including Merger Sub, including MERGER SUBonce it is formed, or to a loss of any benefit to which FMFK the Purchaser or any of its Subsidiaries is entitled under any provision of any agreement, contract a party or other instrument binding upon FMFK or by which any of its Subsidiaries (the "FMFK Agreements") them or any licensetheir respective assets or properties is bound or affected, franchise, lease, permit or other similar authorization held by FMFK or any of its Subsidiaries, or (d) result except in the creation or imposition case of any Lien on any asset of FMFK or any of its Subsidiaries. For purposes of this Agreementsubsection (b), "Lien" means any mortgage, lien, pledge, hypothecate, charge, security interest or encumbrance of any kind in respect of such asset other than for any such mortgagebreaches, lienviolations, pledgedefaults, charge, security interest Liens or encumbrance (i) for Taxes (as defined in Section 4.13 hereof) accelerations which have not yet due or being contested in good faith (and for which adequate accruals or reserves have been established on FMFK Balance Sheet (as such term is defined in Section 4.9 hereof), as the case may be); (ii) which is a carriers', warehousemen's, mechanics', materialmen's, repairmen's or other like lien arising in the ordinary course of business; (iii) statutory or common law liens to secure obligations to landlords, lessors or renters under leases or rental agreements confined to the premises rented or (iv) deposits or pledges made in connection with, or to secure payment of, workers' compensation, unemployment insurance, or other social security programs mandated under laws applicable to FMFK. Except as disclosed in Section 4.5 of FMFK Disclosure Schedule, neither FMFK nor any Subsidiary of FMFK is a party to any agreement that expressly limits the ability of FMFK or any Subsidiary of FMFKhad, or would limit OLYMPIC or any Subsidiary of OLYMPIC after the Effective Timenot reasonably be expected to result in, to compete in or conduct any line of business or compete with any Person or in any geographic area or during any period of timea Purchaser Material Adverse Effect.

Non-Contravention. Except as disclosed in Section 4.5 of FMFK Disclosure Schedule, Neither the execution, execution and delivery and performance by FMFK and MERGER SUB of this Agreement and its obligations hereunder and by Holder nor the consummation by FMFK of the transactions contemplated hereby do not and nor compliance by Holder with any provisions herein will not (a) violate, contravene or conflict with or result in any breach of any provision of the certificate of incorporation or bylaws (or other similar governing documents) of FMFK or MERGER SUBHolder, (b) require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental Entity on the part of Holder, except for compliance with the applicable requirements of the Securities Act, the Exchange Act or any other United States or federal securities laws and the rules and regulations promulgated thereunder, (c) violate, contravene conflict with, or conflict result in a breach of any provisions of, or require any consent, waiver or approval or result in a default or loss of a benefit (or give rise to any right of termination, cancellation, modification or acceleration or any event that, with the giving of notice, the passage of time or otherwise, would constitute a violation default or give rise to any such right) under any of the terms, conditions or provisions of any provision of any law, regulation, judgment, injunction, order contract or decree other legally binding upon instrument or applicable obligation to FMFK which Holder is a party or by which Holder or any of its Subsidiariesassets may be bound, including MERGER SUB, (c) constitute a default under or give rise to a right of termination, cancellation or acceleration of any right or obligation of FMFK or any of its Subsidiaries, including MERGER SUB, or to a loss of any benefit to which FMFK or any of its Subsidiaries is entitled under any provision of any agreement, contract or other instrument binding upon FMFK or any of its Subsidiaries (the "FMFK Agreements") or any license, franchise, lease, permit or other similar authorization held by FMFK or any of its Subsidiaries, or (d) result (or, with the giving of notice, the passage of time or otherwise, would result) in the creation or imposition of any Lien on any asset assets (including any Subject Securities (as defined below)) of FMFK Holder (other than one created by Parent or Purchaser), or (e) violate any legal requirement applicable to Holder or by which any of its Subsidiariesassets (including any Subject Securities) are bound, except as would not, in the case of each of clauses (c), (d) and (e), reasonably be expected to have, individually or in the aggregate, a material adverse effect on Holder’s ability to timely perform its obligations under this Agreement. For purposes Other than the filings and reports pursuant to and in compliance with the Exchange Act, no filings, notifications, approvals or other consents are required to be obtained by Holder from, or to be given by Holder to, or be made by Holder with, any Governmental Entity in connection with the execution, delivery and performance by Holder of this Agreement, "Lien" means any mortgage, lien, pledge, hypothecate, charge, security interest or encumbrance of any kind in respect of such asset other than any such mortgage, lien, pledge, charge, security interest or encumbrance (i) for Taxes (as defined in Section 4.13 hereof) not yet due or being contested in good faith (and for which adequate accruals or reserves have been established on FMFK Balance Sheet (as such term is defined in Section 4.9 hereof), as the case may be); (ii) which is a carriers', warehousemen's, mechanics', materialmen's, repairmen's or other like lien arising in the ordinary course of business; (iii) statutory or common law liens to secure obligations to landlords, lessors or renters under leases or rental agreements confined to the premises rented or (iv) deposits or pledges made in connection with, or to secure payment of, workers' compensation, unemployment insurance, or other social security programs mandated under laws applicable to FMFK. Except as disclosed in Section 4.5 of FMFK Disclosure Schedule, neither FMFK nor any Subsidiary of FMFK is a party to any agreement that expressly limits the ability of FMFK or any Subsidiary of FMFK, or would limit OLYMPIC or any Subsidiary of OLYMPIC after the Effective Time, to compete in or conduct any line of business or compete with any Person or in any geographic area or during any period of time.

Non-Contravention. Except Neither the Company nor any of its subsidiaries is (i) in violation of its charter, bylaws, partnership agreement or limited liability company agreement, as disclosed applicable, or (ii) in Section 4.5 default in the performance or observance of FMFK Disclosure Scheduleany material obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, loan agreement, note, lease or other instrument to which the Company or any of its subsidiaries is a party or by which it or any of them may be bound, or to which any of the property or assets of the Company or any of its subsidiaries is subject except in the case of clause (ii) for any violation or default which, individually or in the aggregate, would not have a Material Adverse Effect; and the execution, delivery and performance by FMFK the Company and MERGER SUB each of the Subsidiary Guarantors of this Agreement Agreement, the Indenture, the Notes and its obligations hereunder the Subsidiary Guarantees and the consummation by FMFK of the transactions contemplated hereby do not herein and therein and compliance by the Company and the Subsidiary Guarantors with their respective obligations hereunder and thereunder have been duly authorized by all necessary corporate, limited liability company or partnership action, as applicable, and will not (a) violate, contravene or conflict with the certificate of incorporation or bylaws of FMFK or MERGER SUB, (b) violate, contravene or conflict with or constitute a violation of any provision of any law, regulation, judgment, injunction, order or decree binding upon or applicable to FMFK or any of its Subsidiaries, including MERGER SUB, (c) constitute a default under or give rise to a right of termination, cancellation or acceleration of any right or obligation of FMFK or any of its Subsidiaries, including MERGER SUBbreach of, or to a loss of any benefit to which FMFK or any of its Subsidiaries is entitled under any provision of any agreement, contract or other instrument binding upon FMFK or any of its Subsidiaries (the "FMFK Agreements") or any license, franchise, lease, permit or other similar authorization held by FMFK or any of its Subsidiariesdefault under, or (d) result in the creation or imposition of (other than as expressly contemplated thereby) any Lien on lien, charge or encumbrance (in each case, other than Liens permitted under the Indenture) upon any asset property or assets of FMFK the Company or any of its Subsidiaries. For purposes of this Agreementsubsidiaries pursuant to, "Lien" means any contract, indenture, mortgage, lienloan agreement, pledgenote, hypothecatelease or other instrument to which the Company or any of its subsidiaries is a party or by which it or any of them may be bound, chargeor to which any of the property or assets of the Company or any of its subsidiaries is subject, security interest except for such conflicts, breaches or encumbrance defaults which, individually or in the aggregate, would not have a Material Adverse Effect, nor will such action result in any violation of any kind in respect of such asset other than any such mortgage, lien, pledge, charge, security interest or encumbrance (i) for Taxes (as defined in Section 4.13 hereof) not yet due the provisions of the charter, bylaws, partnership agreement or being contested in good faith (and for which adequate accruals or reserves have been established on FMFK Balance Sheet (as such term is defined in Section 4.9 hereof)limited liability company agreement, as applicable, of the case may be); (ii) which is a carriers', warehousemen's, mechanics', materialmen's, repairmen's or other like lien arising in the ordinary course of business; (iii) statutory or common law liens to secure obligations to landlords, lessors or renters under leases or rental agreements confined to the premises rented or (iv) deposits or pledges made in connection with, or to secure payment of, workers' compensation, unemployment insurance, or other social security programs mandated under laws applicable to FMFK. Except as disclosed in Section 4.5 of FMFK Disclosure Schedule, neither FMFK nor any Subsidiary of FMFK is a party to any agreement that expressly limits the ability of FMFK Company or any Subsidiary of FMFK, or would limit OLYMPIC or any Subsidiary of OLYMPIC after the Effective Time, to compete in or conduct any line of business or compete with any Person or in any geographic area or during any period of time.its subsidiaries or

Non-Contravention. Except as disclosed in Section 4.5 of FMFK Disclosure Schedule, the The execution, delivery and performance of the Transaction Documents by FMFK and MERGER SUB of this Agreement and its obligations hereunder the Company, and the consummation by FMFK the Company of the transactions contemplated hereby by the Transaction Documents, including the Merger and the Separation Transactions, do not and at the Closing will not not: (ai) violate, contravene or conflict with, or result in any violation or breach of, the Organizational Documents of the Company or any of its Subsidiaries; (ii) subject to compliance with the certificate requirements set forth in clauses (i) through (vii) of incorporation or bylaws Section 3.03(c) and, in the case of FMFK or MERGER SUBthe consummation of the Merger, (b) violateobtaining the Requisite Company Vote and in the case of the consummation of the Separation, contravene or obtaining the Separation Company Vote, conflict with or violate any Law applicable to the Company, any of its Subsidiaries or any of their respective properties or assets; (iii) except as set forth in Section 3.03(b) of the Company Disclosure Letter, result in any breach of or constitute a violation default (or an event that with notice or lapse of time or both would become a default) under, or require any consent, approval, Order, authorization, waiver, franchise or clearance (any of the foregoing being a “Consent”) under, or cause or permit termination, cancellation, acceleration or other change of any provision right or obligation or the loss of any lawbenefit under, regulation, judgment, injunction, order any Company Material Contract or decree binding upon Company Permit; or applicable to FMFK (iv) result in the creation of a Lien (other than Permitted Liens) on any of the properties or assets of the Company or any of its Subsidiaries, including MERGER SUBexcept, (c) constitute a default under or give rise to a right of termination, cancellation or acceleration of any right or obligation of FMFK or any of its Subsidiaries, including MERGER SUB, or to a loss of any benefit to which FMFK or any of its Subsidiaries is entitled under any provision of any agreement, contract or other instrument binding upon FMFK or any of its Subsidiaries (the "FMFK Agreements") or any license, franchise, lease, permit or other similar authorization held by FMFK or any of its Subsidiaries, or (d) result in the creation or imposition case of any Lien on any asset of FMFK or any of its Subsidiaries. For purposes of this Agreement, "Lien" means any mortgage, lien, pledge, hypothecate, charge, security interest or encumbrance of any kind in respect of such asset other than any such mortgage, lien, pledge, charge, security interest or encumbrance clauses (i) for Taxes (as defined in Section 4.13 hereof) not yet due or being contested in good faith (and for which adequate accruals or reserves have been established on FMFK Balance Sheet (as such term is defined in Section 4.9 hereofii), as the case may be); (ii) which is a carriers', warehousemen's, mechanics', materialmen's, repairmen's or other like lien arising in the ordinary course of business; (iii) statutory or common law liens to secure obligations to landlords, lessors or renters under leases or rental agreements confined to the premises rented or and (iv) deposits ), for any conflicts, violations, breaches, defaults, failures to obtain Consent or pledges made creation of any Liens, in connection witheach case, that would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect or to secure payment ofprevent, workers' compensation, unemployment insurance, materially delay or other social security programs mandated under laws applicable to FMFK. Except as disclosed in Section 4.5 of FMFK Disclosure Schedule, neither FMFK nor any Subsidiary of FMFK is have a party to any agreement that expressly limits material adverse effect on the ability of FMFK or any Subsidiary of FMFK, or would limit OLYMPIC or any Subsidiary of OLYMPIC after the Effective Time, Company to compete in or conduct any line of business or compete with any Person or in any geographic area or during any period of timeconsummate the transactions contemplated by the Transaction Documents.

Non-Contravention. Except as disclosed in Section 4.5 of FMFK Disclosure Schedule, the The execution, delivery and performance by FMFK and MERGER SUB Parent of this Agreement and its obligations hereunder and the consummation by FMFK Parent and each of the Seller Parties of the transactions contemplated hereby do not and will not not, assuming compliance with the matters referred to in Sections 3.2 and 3.3, (a) violate, contravene or conflict with the certificate of incorporation incorporation, bylaws or bylaws other organizational documents of FMFK Parent or MERGER SUBany Seller Party or Transferred Company, (b) violate, contravene or conflict with or constitute a violation of any provision of any law, regulation, judgment, injunction, order or decree binding upon or applicable to FMFK Parent, any Seller Party or any of its Subsidiaries, including MERGER SUBTransferred Company, (c) constitute a default under (or an event which with notice or the passage of time would become a default) under, or give rise to a any right of termination, cancellation or acceleration of any right or obligation of FMFK Parent, any Seller Party or any of its Subsidiaries, including MERGER SUB, Transferred Company or to a loss of any benefit to which FMFK Parent, any Seller Party or any of its Subsidiaries Transferred Company is entitled under any provision of of, any agreement, contract or other instrument binding upon FMFK Parent, any Seller Party or any of its Subsidiaries (the "FMFK Agreements") Transferred Company or any license, franchise, lease, permit or other similar authorization held by FMFK the Companies or any of its Subsidiaries, Transferred Subsidiary or (d) result in the creation or imposition of any Lien on any asset of FMFK the Acquired Businesses, except for such contraventions, conflicts or any violations referred to in clause (b) or defaults, rights of its Subsidiariestermination, cancellation or acceleration, losses or Liens referred to in clause (c) or (d) that would not, individually or in the aggregate, be reasonably likely to have an Acquired Business Material Adverse Effect. For purposes of this Agreement, "“Lien" means ” means, with respect to any asset, any mortgage, lien, pledge, hypothecate, charge, security interest or encumbrance of any kind in respect of such asset other than any such mortgage, lien, pledge, charge, security interest or encumbrance (i) for Taxes (as defined in Section 4.13 hereof3.11) not yet due or being contested in good faith (and for which adequate accruals or reserves have been established on FMFK the Company Balance Sheet (as such term is defined in Section 4.9 hereof)Sheet, as the case may be); ) or (ii) which is a carriers'’, warehousemen's’s, mechanics'’, materialmen's’s, repairmen's ’s or other like lien arising in the ordinary course of business; (iii) statutory . To the knowledge of Parent as of the date of this Agreement, there is no Effect that would reasonably be expected to prevent, materially impede or common law liens to secure obligations to landlords, lessors or renters under leases or rental agreements confined to materially interfere with the premises rented or (iv) deposits or pledges made in connection with, or to secure payment of, workers' compensation, unemployment insurance, or other social security programs mandated under laws applicable to FMFK. Except as disclosed in Section 4.5 of FMFK Disclosure Schedule, neither FMFK nor any Subsidiary of FMFK is a party to any agreement that expressly limits the ability of FMFK consummation by Parent or any Subsidiary Seller Party of FMFK, or would limit OLYMPIC or any Subsidiary of OLYMPIC after the Effective Time, to compete in or conduct any line of business or compete with any Person or in any geographic area or during any period of timeTransactions.

Non-Contravention. Except as disclosed otherwise described in Schedule 5.4, and other than with respect to the Subsidiaries or business assets to be spun-off in connection with the Spin-Off, as to which no representations and warranties are being made in this Section 4.5 of FMFK Disclosure Schedule5.4, the execution, execution and delivery and performance by FMFK and MERGER SUB MICT of this Agreement and its obligations hereunder and each Ancillary Document to which it is a party, the consummation by FMFK MICT of the transactions contemplated hereby do not and thereby, and compliance by MICT with any of the provisions hereof and thereof, will not (a) violate, contravene or conflict with the certificate or violate any provision of incorporation or bylaws of FMFK or MERGER SUBMICT’s Organizational Documents, (b) violatesubject to obtaining the Consents from Governmental Authorities referred to in Section 5.3 hereof, contravene and the waiting periods referred to therein having expired, and any condition precedent to such Consent or waiver having been satisfied, conflict with or constitute a violation of violate any provision of any lawLaw, regulation, judgment, injunction, order Order or decree binding upon or Consent applicable to FMFK MICT or any of its Subsidiariesproperties or assets, including MERGER SUBor (c) (i) violate, conflict with or result in a breach of, (cii) constitute a default under (or an event which, with notice or lapse of time or both, would constitute a default) under, (iii) result in the termination, withdrawal, suspension, cancellation or modification of, (iv) accelerate the performance required by MICT under, (v) result in a right of termination or acceleration under, (vi) give rise to a right of terminationany obligation to make payments or provide compensation under, cancellation or acceleration of any right or obligation of FMFK or any of its Subsidiaries, including MERGER SUB, or to a loss of any benefit to which FMFK or any of its Subsidiaries is entitled under any provision of any agreement, contract or other instrument binding upon FMFK or any of its Subsidiaries (the "FMFK Agreements") or any license, franchise, lease, permit or other similar authorization held by FMFK or any of its Subsidiaries, or (dvii) result in the creation or imposition of any Lien on any asset of FMFK or upon any of its Subsidiaries. For purposes the properties or assets of this AgreementMICT under, "Lien" means (viii) give rise to any mortgageobligation to obtain any third party Consent or provide any notice to any Person or (ix) give any Person the right to declare a default, lienexercise any remedy, pledgeclaim a rebate, hypothecatechargeback, chargepenalty or change in delivery schedule, security interest accelerate the maturity or encumbrance performance, cancel, terminate or modify any right, benefit, obligation or other term under, any of the terms, conditions or provisions of any kind in respect MICT Material Contract except for any deviations from any of such asset other than any such mortgage, lien, pledge, charge, security interest or encumbrance the foregoing clauses (i) for Taxes (as defined in Section 4.13 hereof) not yet due or being contested in good faith (and for which adequate accruals or reserves have been established on FMFK Balance Sheet (as such term is defined in Section 4.9 hereofa), as the case may be); (iib) which is a carriers', warehousemen's, mechanics', materialmen's, repairmen's or other like lien arising in the ordinary course of business; (iii) statutory or common law liens to secure obligations to landlords, lessors or renters under leases or rental agreements confined to the premises rented or (ivc) deposits that would not reasonably be expected to have a Material Adverse Effect on MICT or pledges made in connection with, materially impair the ability of MICT on a timely basis to consummate the transactions contemplated by this Agreement or the Ancillary Documents to secure payment of, workers' compensation, unemployment insurance, or other social security programs mandated under laws applicable to FMFK. Except as disclosed in Section 4.5 of FMFK Disclosure Schedule, neither FMFK nor any Subsidiary of FMFK which it is a party or bound or to any agreement that expressly limits the ability of FMFK perform its obligations hereunder or any Subsidiary of FMFK, or would limit OLYMPIC or any Subsidiary of OLYMPIC after the Effective Time, to compete in or conduct any line of business or compete with any Person or in any geographic area or during any period of timethereunder.

Non-Contravention. Except as disclosed in Section 4.5 of FMFK Disclosure Schedule, the The execution, delivery and performance by FMFK and MERGER SUB Buyer of this Agreement and by Buyer and its obligations hereunder Subsidiaries of each of the Ancillary Agreements to which Buyer or any of its Subsidiaries is or will be a party, and the consummation by FMFK Buyer and its Subsidiaries of the transactions contemplated hereby hereunder and thereunder, do not and will not (ai) violate, contravene or conflict with the certificate of incorporation or bylaws of FMFK or MERGER SUB, (b) violate, contravene or conflict with or constitute a violation of violate any provision of any law, regulation, judgment, injunction, order or decree binding upon or applicable to FMFK the Organizational Documents of Buyer or any of its Subsidiaries, including MERGER SUB(ii) assuming the receipt of all consents, (c) approvals, waivers and authorizations and the making of the notices and filings referred to in ‎Section 4.03, conflict with, or result in the breach of, or constitute a default under under, or give rise to a right of result in the termination, cancellation Encumbrance, cancellation, modification or acceleration of any right or obligation of FMFK Buyer or any of its Subsidiaries, including MERGER SUBSubsidiaries under, or give rise to any payment conditioned, in whole or in part, on approval or consummation of the transactions contemplated hereby, or result in a loss of any benefit to which FMFK Buyer or any of its Subsidiaries is entitled entitled, with or without the giving of notice, the lapse of time or both, under any provision of any agreement, contract Contract or other agreement or instrument binding upon FMFK Buyer or any of its Subsidiaries (or to which the "FMFK Agreements") property of Buyer or any licenseof its Subsidiaries is subject or (iii) assuming the receipt of all consents, franchiseapprovals, leasewaivers and authorizations and the making of notices and filings (A) referred to in ‎Section 4.03 or (B) required to be received or made by any of the Transferred Entities or by Seller of any of its Affiliates, permit violate or other similar authorization held by FMFK result in a breach of or constitute a default under any Law to which Buyer or any of its Subsidiaries is subject or under any Permit of Buyer or any of its Subsidiaries, or (d) result other than, in the creation or imposition case of any Lien on any asset of FMFK or any of its Subsidiaries. For purposes of this Agreement, "Lien" means any mortgage, lien, pledge, hypothecate, charge, security interest or encumbrance of any kind in respect of such asset other than any such mortgage, lien, pledge, charge, security interest or encumbrance (i) for Taxes (as defined in Section 4.13 hereof) not yet due or being contested in good faith (and for which adequate accruals or reserves have been established on FMFK Balance Sheet (as such term is defined in Section 4.9 hereof), as the case may be); clauses (ii) which is a carriers'and (iii), warehousemen'sany conflict, mechanics'breach, materialmen'sdefault, repairmen's termination, Encumbrance, cancellation, modification, acceleration or other like lien arising loss that would not, individually or in the ordinary course aggregate, reasonably be expected to have a Buyer Material Adverse Effect (excluding, for this purpose only, clause (H) of business; (iii) statutory or common law liens to secure obligations to landlords, lessors or renters under leases or rental agreements confined to the premises rented or (iv) deposits or pledges made in connection with, or to secure payment of, workers' compensation, unemployment insurance, or other social security programs mandated under laws applicable to FMFK. Except as disclosed in Section 4.5 definition of FMFK Disclosure Schedule, neither FMFK nor any Subsidiary of FMFK is a party to any agreement that expressly limits the ability of FMFK or any Subsidiary of FMFK, or would limit OLYMPIC or any Subsidiary of OLYMPIC after the Effective Time, to compete in or conduct any line of business or compete with any Person or in any geographic area or during any period of timeMaterial Adverse Effect).

Non-Contravention. Except as disclosed in Section 4.5 of FMFK Disclosure Schedule, the The execution, delivery and performance by FMFK and MERGER SUB of this Agreement by each of Holdings and its obligations hereunder the Purchaser and the consummation by FMFK each of Holdings and the Purchaser of the transactions contemplated hereby do not and to be consummated by it, will not (ai) violate, contravene violate or conflict with any provision of any law applicable to Holdings or the certificate Purchaser or by which any property or asset of incorporation Holdings or bylaws the Purchaser is bound, (ii) require the consent, waiver, approval, license or authorization of FMFK or MERGER SUBany filing by Holdings or the Purchaser with any public authority (other than (a) the filing of a pre-merger notification report under the Hart-Xxxxx-Xxxxxx Xxxitrust Improvements Act of 1976, as amended (the "HSR Act"), (b) violatein connection with or in compliance with the provisions of the Securities Act of 1933, contravene or as amended (the "Securities Act"), the Exchange Act, and the DGCL, and (c) applicable state statutes and regulations regulating the conduct of the Surviving Corporation's business as identified in the Purchaser Disclosure Statement), (iii) conflict with or constitute a violation result in any breach of any provision of the Certificate of Incorporation or By-laws of Holdings or the Purchaser in any lawrespect or (iv) violate, regulationconflict with, judgmentresult in a breach of or the acceleration of any obligation under, injunction, order or decree binding upon or applicable to FMFK or any of its Subsidiaries, including MERGER SUB, (c) constitute a default under (or an event which with notice or the lapse of time or both would become a default) under, or give rise to a others any right of termination, amendment, acceleration or cancellation or acceleration of any right or obligation of FMFK or any of its Subsidiaries, including MERGER SUBof, or result in the creation of a lien or other encumbrance on any property or asset of Holdings or the Purchaser pursuant to a loss of any benefit to which FMFK or any of its Subsidiaries is entitled under any provision of any agreementindenture, contract or other instrument binding upon FMFK or any of its Subsidiaries (the "FMFK Agreements") or any license, franchise, lease, permit or other similar authorization held by FMFK or any of its Subsidiaries, or (d) result in the creation or imposition of any Lien on any asset of FMFK or any of its Subsidiaries. For purposes of this Agreement, "Lien" means any mortgage, lien, pledgelease, hypothecateagreement, chargecontract, security interest instrument, order, judgment, ordinance, regulation or encumbrance decree to which Holdings or the Purchaser is subject or by which Holdings or the Purchaser or any of any kind their property or assets is bound; except in respect the case of such asset other than any such mortgage, lien, pledge, charge, security interest or encumbrance clauses (i) for Taxes (as defined in Section 4.13 hereof) not yet due or being contested in good faith (and for which adequate accruals or reserves have been established on FMFK Balance Sheet (as such term is defined in Section 4.9 hereof), as the case may be); (ii) which is a carriers', warehousemen's, mechanics', materialmen's, repairmen's or other like lien arising in the ordinary course of business; (iii) statutory or common law liens to secure obligations to landlords, lessors or renters under leases or rental agreements confined to the premises rented or and (iv) deposits above where such violations, conflicts, breaches, defaults or pledges made in connection withthe failure to give such notice, make such filings, or to secure payment ofobtain such authorizations, workers' compensationconsents or approvals, unemployment insurancewould not, or other social security programs mandated under laws applicable to FMFK. Except as disclosed in Section 4.5 of FMFK Disclosure Schedule, neither FMFK nor any Subsidiary of FMFK is a party to any agreement that expressly limits the ability of FMFK or any Subsidiary of FMFK, or would limit OLYMPIC or any Subsidiary of OLYMPIC after the Effective Time, to compete in or conduct any line of business or compete with any Person individually or in any geographic area or during any period of time.the aggregate, have a Material Adverse Effect on Holdings. 4.4

Non-Contravention. Except as disclosed in Section 4.5 Subject to receipt of FMFK the Governmental Approvals and Consents set forth on Schedule 3.04 of the Disclosure ScheduleLetter, neither the execution, delivery and or performance by FMFK and MERGER SUB of this Agreement and its obligations hereunder and or any of the other Transaction Documents by the Seller, nor the consummation by FMFK of the transactions contemplated hereby do not and will not or thereby, will, with or without the giving of notice, the lapse of time, or both: (a) violate, contravene conflict with, or conflict with result in a breach or default under (i) any provision of the certificate Organizational Documents of incorporation the Seller or bylaws (ii) in any material respect, any provision of FMFK the Organizational Documents of any Newbury Fund or MERGER SUB, any Newbury Fund Upper-Tier Entity; (b) violate, contravene materially violate or conflict with or constitute a violation of any provision of any law, regulation, judgment, injunction, order or decree binding upon or applicable to FMFK or any of its Subsidiaries, including MERGER SUB, (c) constitute a default under or give rise to a right of termination, cancellation or acceleration of any right or obligation of FMFK or any of its Subsidiaries, including MERGER SUBwith, or to result in a loss of any benefit to which FMFK material breach or any of its Subsidiaries is entitled material default under any provision of any agreementLaw or Order applicable to the Seller, contract or other instrument binding upon FMFK any Newbury Fund or any Newbury Fund Upper-Tier Entity; (c) materially violate or conflict with, or result in a material breach or material default, or result in a loss of its Subsidiaries material benefit or constitute a material default (the "FMFK Agreements"or give rise to any right of termination, cancellation, modification, redemption, payment, or acceleration) under, any Material Contract that is an Acquired Asset or any license, franchise, lease, permit or other similar authorization held by FMFK or material Permit to which any of its Subsidiariesthe Acquired Assets are subject or by which the Business is bound, or (d) result in the imposition or creation or imposition of any material Lien (other than a Permitted Lien) with respect to any of the Acquired Assets. The Seller has delivered to the Buyer true, complete and correct copies of the Organizational Documents of the Seller, each Newbury Fund and each Newbury Fund Upper-Tier Entity as in effect on any asset the date hereof, and each such Organizational Document is in full force and effect. The Seller is not in violation of FMFK or any of its SubsidiariesOrganizational Documents. For purposes of this Agreement, "Lien" means No Newbury Fund or Newbury Fund Upper-Tier Entity is in violation in any mortgage, lien, pledge, hypothecate, charge, security interest or encumbrance material respect of any kind in respect of such asset other than any such mortgage, lien, pledge, charge, security interest or encumbrance (i) for Taxes (as defined in Section 4.13 hereof) not yet due or being contested in good faith (and for which adequate accruals or reserves have been established on FMFK Balance Sheet (as such term is defined in Section 4.9 hereof), as the case may be); (ii) which is a carriers', warehousemen's, mechanics', materialmen's, repairmen's or other like lien arising in the ordinary course of business; (iii) statutory or common law liens to secure obligations to landlords, lessors or renters under leases or rental agreements confined to the premises rented or (iv) deposits or pledges made in connection with, or to secure payment of, workers' compensation, unemployment insurance, or other social security programs mandated under laws applicable to FMFK. Except as disclosed in Section 4.5 of FMFK Disclosure Schedule, neither FMFK nor any Subsidiary of FMFK is a party to any agreement that expressly limits the ability of FMFK or any Subsidiary of FMFK, or would limit OLYMPIC or any Subsidiary of OLYMPIC after the Effective Time, to compete in or conduct any line of business or compete with any Person or in any geographic area or during any period of timeits respective Organizational Documents.

Non-Contravention. Except as disclosed in Section 4.5 of FMFK Disclosure Schedule, The execution and delivery by the execution, delivery and performance by FMFK and MERGER SUB Company of this Agreement and its obligations hereunder the other documents contemplated by this Agreement and the consummation by FMFK the Company of the issuance of the Shares and the Warrants as contemplated by this Agreement, and the other transactions contemplated hereby by this Agreement, the Escrow Agreement, the Registration Rights Agreement and the Warrants do not and will not not, with or without the giving of notice or the lapse of time, or both (ai) violate, contravene result in any violation of any terms of the Memorandum of Continuance or conflict with bye-laws of the certificate of incorporation or bylaws of FMFK or MERGER SUBCompany, (bii) violate, contravene or conflict with or constitute result in a violation breach by the Company of any provision of any lawthe terms or provisions of, regulation, judgment, injunction, order or decree binding upon or applicable to FMFK or any of its Subsidiaries, including MERGER SUB, (c) constitute a default under under, or give rise to a right of terminationresult in the modification, amendment, termination or cancellation or of, result in the acceleration of any right or obligation of FMFK or any of its Subsidiaries, including MERGER SUBthe Company under, or to a loss of any benefit to which FMFK or any of its Subsidiaries is entitled under any provision of any agreement, contract or other instrument binding upon FMFK or any of its Subsidiaries (the "FMFK Agreements") or any license, franchise, lease, permit or other similar authorization held by FMFK or any of its Subsidiaries, or (d) result in the creation or imposition of any Lien on lien, security interest, charge or encumbrance upon any asset of FMFK the properties or assets of the Company pursuant to, any indenture, mortgage, deed of trust or other material agreement or instrument to which the Company is a party or by which the Company or any of its Subsidiaries. For purposes properties or assets is bound or affected, or (iii) (assuming the representations and warranties of the Buyer in Section 4 hereof, of the Other Buyer in Section 4 of the Other Subscription Agreement and of Xxxxxxx Capital Markets LLC and CIBC Xxxxxxxxxxx Corp. in their representation letters dated the date hereof, copies of which have been provided to the Buyer, are true and accurate) violate or contravene any applicable law, rule or regulation or any applicable decree, judgment or order of any court, federal, state or other regulatory body, administrative agency or other governmental body of the United States or Bermuda having jurisdiction over the Company or any of its properties or assets, which conflict, breach, violation or default could reasonably be expected to have a material adverse effect on the validity or enforceability of this Agreement, "Lien" means the Registration Rights Agreement or the issuance of the Shares or the transactions contemplated by this Agreement, or the Registration Rights Agreement or on any mortgageright or remedy of the Buyer under this Agreement or the Registration Rights Agreement; provided, lienhowever, pledgethat the Company makes no representation or warranty in this Section 5(e) with regard to any law, hypothecate, charge, security interest rule or encumbrance regulation of any kind in respect jurisdiction or any decree, judgment or order of such asset other than any such mortgagecourt having jurisdiction over the Company or any of its properties or assets which law, lien, pledge, charge, security interest rule or encumbrance (i) for Taxes (as defined in Section 4.13 hereof) not yet due or being contested in good faith (and for which adequate accruals or reserves have been established on FMFK Balance Sheet (as such term is defined in Section 4.9 hereof), as the case may be); (ii) which is a carriers', warehousemen's, mechanics', materialmen's, repairmen's or other like lien arising in the ordinary course of business; (iii) statutory or common law liens to secure obligations to landlords, lessors or renters under leases or rental agreements confined regulation becomes applicable to the premises rented Company or (iv) deposits which court acquires jurisdiction over the Company solely by reason of the Buyer's status as a corpo- ration organized under the laws of the British Virgin Islands or pledges made headquartered in connection withCuracao, or to secure payment of, workers' compensation, unemployment insurance, or other social security programs mandated under laws applicable to FMFK. Except as disclosed in Section 4.5 of FMFK Disclosure Schedule, neither FMFK nor any Subsidiary of FMFK is a party to any agreement that expressly limits the ability of FMFK or any Subsidiary of FMFK, or would limit OLYMPIC or any Subsidiary of OLYMPIC after the Effective Time, to compete in or conduct any line of business or compete with any Person or in any geographic area or during any period of timeNetherlands Antilles.

Non-Contravention. Except as disclosed in Section 4.5 of FMFK Disclosure Schedule, the The execution, delivery and performance by FMFK and MERGER SUB the Seller Parties of this Agreement and its obligations hereunder each other agreement, document or instrument to be executed and delivered by the Seller Parties pursuant to this Agreement, and the consummation by FMFK the Seller Parties of the transactions contemplated hereby Contemplated Transactions, do not and will not not: (ai) violaterequire the consent of or notice to any Governmental Authority in order for such execution, contravene delivery, performance and consummation to be valid, lawful, authorized and enforceable; or (ii) violate or conflict with any Law to which the certificate of incorporation Seller Party is, or bylaws of FMFK the Success Equity Interests are, subject or MERGER SUB, bound or (biii) violate, contravene violate or conflict with or constitute a violation of any provision of any law, regulation, judgment, injunction, order or decree binding upon or applicable to FMFK or any of the terms of the Seller Party's Governing Documents, except, in the case of clauses (i) and (ii), for such violation or conflict that would not reasonably be expected to have a material effect on any Seller Party's ability to perform its Subsidiariesobligations under this Agreement and to consummate the Contemplated Transactions as and when contemplated by this Agreement. The execution, including MERGER SUB, (c) constitute a default under or give rise to a right delivery and performance by the Seller Parties of termination, cancellation or acceleration of any right or obligation of FMFK or any of its Subsidiaries, including MERGER SUB, or to a loss of any benefit to which FMFK or any of its Subsidiaries is entitled under any provision of any this Agreement and each other agreement, contract document or other instrument binding upon FMFK or any to be executed and delivered by the Seller Parties, and the consummation by the Seller Parties of its Subsidiaries the Contemplated Transactions, do not and will not: (the "FMFK Agreements") or any license, franchise, lease, permit or other similar authorization held by FMFK or any of its Subsidiaries, or (di) result in the creation or imposition of any Lien on any asset Encumbrances (other than Encumbrances created in connection with the New Financing) upon the Equity Interests of FMFK or any of its Subsidiaries. For purposes of this Agreement, "Lien" means any mortgage, lien, pledge, hypothecate, charge, security interest Transferred Company including the Success Equity Interests; or encumbrance of any kind in respect of such asset other than any such mortgage, lien, pledge, charge, security interest or encumbrance (i) for Taxes (as defined in Section 4.13 hereof) not yet due or being contested in good faith (and for which adequate accruals or reserves have been established on FMFK Balance Sheet (as such term is defined in Section 4.9 hereof), as the case may be); (ii) which is violate, conflict with, result in a carriers'breach of or default under (with or without notice or lapse of time or both), warehousemen'srequire notice, mechanics'filing, materialmen's, repairmen's consent or other like lien arising in action under, any material Contract to which the ordinary course of business; (iii) statutory Seller or common law liens to secure obligations to landlords, lessors or renters under leases or rental agreements confined to the premises rented or (iv) deposits or pledges made in connection with, or to secure payment of, workers' compensation, unemployment insurance, or other social security programs mandated under laws applicable to FMFK. Except as disclosed in Section 4.5 of FMFK Disclosure Schedule, neither FMFK nor any Subsidiary of FMFK Seller Party is a party or is bound, except, in the case of clause (ii), for any such violation, default, breach or conflict that would not reasonably be expected to have a material effect on any agreement that expressly limits Seller Party's ability to perform its obligations under this Agreement and to consummate the ability of FMFK or any Subsidiary of FMFK, or would limit OLYMPIC or any Subsidiary of OLYMPIC after the Effective Time, to compete in or conduct any line of business or compete with any Person or in any geographic area or during any period of timeContemplated Transactions as and when contemplated by this Agreement.

Non-Contravention. Except as disclosed in Section 4.5 of FMFK Disclosure Schedule, the The execution, delivery and performance by FMFK each of Parent and MERGER SUB Merger Sub of this Agreement and its obligations hereunder the Ancillary Agreements to which such Person is or is specified to be a party, and the consummation by FMFK of the transactions contemplated hereby Transactions, do not and will not (a) violateassuming receipt of the Parent Stockholder Approval and approval of Parent in its capacity as sole stockholder of Merger Sub, contravene contravene, conflict with, or conflict with result in any violation or breach of any provision of the certificate of incorporation or bylaws of FMFK or MERGER SUB, Parent Organizational Documents; (b) violateassuming compliance with the matters referred to in Section 5.3 and receipt of the Parent Stockholder Approval and approval of Parent in its capacity as sole stockholder of Merger Sub, contravene or contravene, conflict with or constitute a result in any violation or breach of any provision of any law, regulation, judgment, injunction, order or decree binding upon or applicable to FMFK or any of its Subsidiaries, including MERGER SUB, Applicable Law; (c) assuming compliance with the matters referred to in Section 5.3 and receipt of the Parent Stockholder Approval and approval of Parent in its capacity as sole stockholder of Merger Sub, require any Consent or other action by any Person under, constitute a default under default, or give rise to an event that, with or without notice or lapse of time or both, would constitute a right of default, under, or cause or permit the termination, cancellation cancellation, acceleration or acceleration other change of any right or obligation of FMFK or any of its Subsidiaries, including MERGER SUB, or to a the loss of any benefit to which FMFK Parent or any of its Subsidiaries is entitled under under, any provision of any agreement, contract or other instrument Contract binding upon FMFK Parent or any of its Subsidiaries (the "FMFK Agreements") or any licensegovernmental Consents (including Consents required by Contract) affecting, franchiseor relating in any way to, lease, permit or other similar authorization held by FMFK Parent or any of its Subsidiaries, Subsidiaries or any of its or their respective assets or businesses; or (d) result in the creation or imposition of any Lien on any asset of FMFK Parent or any of its Subsidiaries. For purposes , with such exceptions, in the case of this Agreement, "Lien" means any mortgage, lien, pledge, hypothecate, charge, security interest or encumbrance each of any kind in respect of such asset other than any such mortgage, lien, pledge, charge, security interest or encumbrance clauses (ib) for Taxes through (as defined in Section 4.13 hereof) not yet due or being contested in good faith (and for which adequate accruals or reserves have been established on FMFK Balance Sheet (as such term is defined in Section 4.9 hereofd), as the case may be); (ii) which is a carriers'has not had and would not reasonably be expected to have, warehousemen's, mechanics', materialmen's, repairmen's individually or other like lien arising in the ordinary course of business; (iii) statutory or common law liens to secure obligations to landlordsaggregate, lessors or renters under leases or rental agreements confined to the premises rented or (iv) deposits or pledges made in connection with, or to secure payment of, workers' compensation, unemployment insurance, or other social security programs mandated under laws applicable to FMFK. Except as disclosed in Section 4.5 of FMFK Disclosure Schedule, neither FMFK nor any Subsidiary of FMFK is a party to any agreement that expressly limits the ability of FMFK or any Subsidiary of FMFK, or would limit OLYMPIC or any Subsidiary of OLYMPIC after the Effective Time, to compete in or conduct any line of business or compete with any Person or in any geographic area or during any period of timeParent Material Adverse Effect.

Non-Contravention. Except as disclosed in Section 4.5 of FMFK Disclosure Schedule, the execution, The execution and delivery and performance by FMFK and MERGER SUB of this Agreement by Parent and its obligations hereunder Merger Sub do not, and the consummation by FMFK of the Merger and the other transactions contemplated hereby do not by this Agreement, and will not (a) violate, contravene or conflict compliance with the certificate provisions of incorporation this Agreement will not, conflict with, or bylaws of FMFK result in any violation or MERGER SUBbreach of, or default (b) violate, contravene or conflict with or constitute a violation without notice or lapse of any provision of any lawtime, regulationor both) under, judgment, injunction, order or decree binding upon or applicable to FMFK or any of its Subsidiaries, including MERGER SUB, (c) constitute a default under or give rise to a right of termination, cancellation or acceleration of any right obligation or obligation to the loss of FMFK or any of its Subsidiaries, including MERGER SUBa benefit under, or to a loss of any benefit to which FMFK or any of its Subsidiaries is entitled under any provision of any agreement, contract or other instrument binding upon FMFK or any of its Subsidiaries (the "FMFK Agreements") or any license, franchise, lease, permit or other similar authorization held by FMFK or any of its Subsidiaries, or (d) result in the creation or imposition of any Lien on upon any asset of FMFK the properties or assets of Parent or Merger Sub under, any provision of (a) the articles of incorporation or bylaws of Parent or the articles of incorporation or bylaws of Merger Sub or (b) subject to the filings and other matters referred to in the immediately following sentence, (i) any Contract to which Parent or Merger Sub or any of its Subsidiariestheir respective Subsidiaries is a party or by which any of their respective properties or assets are bound or (ii) any Law or Judgment, in each case applicable to Parent or Merger Sub or any of their respective Subsidiaries or any of their respective properties or assets, other than, in the case of clause (b) above, any such conflicts, violations, breaches, defaults, rights, losses or Liens that would not, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect. For purposes No consent, approval, order, waiver or authorization of, action or nonaction by, registration, declaration or filing with, or notice to, any Governmental Authority is required to be obtained or made by or with respect to Parent or Merger Sub or any of their respective Subsidiaries in connection with the execution and delivery of this Agreement by Parent and Merger Sub or the consummation by Parent and Merger Sub of the Merger or the other transactions contemplated by this Agreement, "Lien" means except for (A) the filing with the SEC of the Proxy Statement, and such reports under the Exchange Act as may be required in connection with this Agreement and the transactions contemplated by this Agreement, (B) the filing of the Articles of Merger with the Secretary of State of the State of Minnesota, (C) any mortgagefilings as may be required under Chapter 80B of the Minnesota Statutes and (D) such other consents, lienapprovals, pledgeorders, hypothecatewaivers, chargeauthorizations, security interest actions, nonactions, registrations, declarations, filings and notices the failure of which to be obtained or encumbrance of any kind in respect of such asset other than any such mortgagemade would not, lien, pledge, charge, security interest individually or encumbrance (i) for Taxes (as defined in Section 4.13 hereof) not yet due or being contested in good faith (and for which adequate accruals or reserves have been established on FMFK Balance Sheet (as such term is defined in Section 4.9 hereof), as the case may be); (ii) which is a carriers', warehousemen's, mechanics', materialmen's, repairmen's or other like lien arising in the ordinary course of business; (iii) statutory or common law liens aggregate, reasonably be expected to secure obligations to landlords, lessors or renters under leases or rental agreements confined to the premises rented or (iv) deposits or pledges made in connection with, or to secure payment of, workers' compensation, unemployment insurance, or other social security programs mandated under laws applicable to FMFK. Except as disclosed in Section 4.5 of FMFK Disclosure Schedule, neither FMFK nor any Subsidiary of FMFK is have a party to any agreement that expressly limits the ability of FMFK or any Subsidiary of FMFK, or would limit OLYMPIC or any Subsidiary of OLYMPIC after the Effective Time, to compete in or conduct any line of business or compete with any Person or in any geographic area or during any period of timeParent Material Adverse Effect.

Non-Contravention. Except as disclosed in Section 4.5 of FMFK Disclosure Schedule, the execution, The execution and delivery and performance by FMFK and MERGER SUB of this Agreement and its obligations hereunder by the Seller does not, and the consummation by FMFK of the transactions contemplated hereby do not and will not (a) violatenot, contravene violate or conflict with the certificate of incorporation or bylaws of FMFK or MERGER SUB, (b) violate, contravene or conflict with or constitute result in a violation breach of any provision of any lawof, regulation, judgment, injunction, order or decree binding upon or applicable to FMFK or any of its Subsidiaries, including MERGER SUB, (c) constitute a default under (with or give rise to without notice or lapse of time or both) under, result in the termination or modification of, accelerate the performance required by, result in a right of termination, cancellation or acceleration of any right obligation or obligation the loss of FMFK or any of its Subsidiaries, including MERGER SUBa benefit under, or to a loss of any benefit to which FMFK or any of its Subsidiaries is entitled under any provision of any agreement, contract or other instrument binding upon FMFK or any of its Subsidiaries (the "FMFK Agreements") or any license, franchise, lease, permit or other similar authorization held by FMFK or any of its Subsidiaries, or (d) result in the creation or imposition of any Lien on Encumbrance upon any asset of FMFK the properties or assets of the Company or any of its Subsidiaries. For purposes of this Agreement, "Lien" means any mortgage, lien, pledge, hypothecate, charge, security interest or encumbrance of any kind in respect of such asset other than Company Subsidiary (any such mortgageviolation, lienbreach, pledgedefault, chargeright of termination, security interest modification, cancellation or encumbrance acceleration, loss or creation, is referred to herein as a "VIOLATION" with respect to the Seller and the Company and such term when used in Article IV has a correlative meaning with respect to the Purchaser) pursuant to any provisions of (i) for Taxes the articles of incorporation, by-laws or similar governing documents of the Seller, the Operating Agreement of the Company or the limited liability company agreement or operating agreement of any Company Subsidiary, (ii) subject to obtaining the Seller Required Statutory Approvals, any statute, law, ordinance, rule, regulation, judgment, decree, order, injunction, writ, permit or license of any Governmental Authority (as defined in Section 4.13 hereof3.3(c)) not yet due applicable to the Seller, the Company or being contested in good faith any Company Subsidiary or any of their respective properties or assets, or (and for which adequate accruals or reserves have been established on FMFK Balance Sheet (as such term is defined iii) subject to obtaining the third-party consents set forth in Section 4.9 hereof3.3(b)(iii) of the Seller Disclosure Schedule (the "SELLER REQUIRED CONSENTS"), as any note, bond, mortgage, indenture, deed of trust, pledge, license, franchise, permit, concession, contract, lease or other instrument, obligation or agreement of any kind to which the Seller, the Company or any Company Subsidiary is a party or by which they or any of their respective properties or assets may be bound or affected, except in the case may be); of clause (ii) which is a carriers', warehousemen's, mechanics', materialmen's, repairmen's or other like lien arising in the ordinary course of business; (iii) statutory for any such Violation which would not have a Company Material Adverse Effect or common law liens prevent, materially delay or materially impair the Seller's ability to secure obligations to landlords, lessors or renters under leases or rental agreements confined to consummate the premises rented or (iv) deposits or pledges made in connection with, or to secure payment of, workers' compensation, unemployment insurance, or other social security programs mandated under laws applicable to FMFK. Except as disclosed in Section 4.5 of FMFK Disclosure Schedule, neither FMFK nor any Subsidiary of FMFK is a party to any agreement that expressly limits the ability of FMFK or any Subsidiary of FMFK, or would limit OLYMPIC or any Subsidiary of OLYMPIC after the Effective Time, to compete in or conduct any line of business or compete with any Person or in any geographic area or during any period of timetransactions contemplated by this Agreement.

Non-Contravention. Except as disclosed in Section 4.5 of FMFK Disclosure Schedule, the execution, The execution and delivery and performance by FMFK and MERGER SUB of this Agreement by Seller and its obligations hereunder Seller Parent do not, and the execution and delivery of the Ancillary Agreements by Seller, Seller Parent and any Affiliate of Seller which is to be a party to an Ancillary Agreement, as applicable, will not, and their consummation by FMFK of the transactions contemplated hereby do not and thereby, and their performance of the obligations which they are obligated to perform or cause to be performed hereunder and thereunder will not not: (a) violate, contravene or conflict with violate any provision of the certificate of incorporation or bylaws by-laws or other organizational documents of FMFK any of them or MERGER SUB, of any Subject Company or Sponsored Fund; or (b) violateassuming that all consents, contravene authorizations, orders or approvals of, filings or registrations with, and notices to, any national, state or local government or political subdivision thereof, any entity, authority or body exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government, any court, tribunal or arbitrator, and any self-regulatory organization (“Governmental Authority”) referred to in Section 4.4(a), all Third Party Consents referred to in Section 4.4(b) of the Seller Disclosure Letter, and all Client Consents of Advisory Clients contemplated by Section 6.3 have been obtained or, in the case of filings, registrations and notices, made, (i) conflict with or constitute a violation of any provision of violate any law, regulation, judgmentrule, injunctionorder, order judgment or decree binding upon or applicable to FMFK or of any of its Subsidiaries, including MERGER SUBGovernmental Authority (“Applicable Law”), (cii) except as set forth in Section 4.3 of the Seller Disclosure Letter, require the consent of or other action by any Person under, violate, result in the termination or acceleration of or of any right under, give rise to or modify any right or obligation under (whether or not in combination with any other event or circumstance), or conflict with, breach or constitute a default under (in each case with or give rise to a right without notice, the passage of terminationtime or both), cancellation or acceleration of any right or obligation of FMFK or any of its Subsidiariesmortgage, including MERGER SUBindenture, or to a loss of any benefit to which FMFK or any of its Subsidiaries is entitled under any provision of any lease, license, note, contract, agreement, contract commitment, Benefit Plan or other instrument binding upon FMFK or arrangement (each a “Contract”) to which any of them or any Subject Company or Sponsored Fund is a party or by which any of its Subsidiaries (the "FMFK Agreements") or any license, franchise, lease, permit their respective properties or other similar authorization held by FMFK or any of its Subsidiaries, assets is bound or (diii) result in the creation or imposition of any Lien on any asset of FMFK the Stock or any of its Subsidiaries. For purposes of this Agreementthe stock, "Lien" means any mortgage, lien, pledge, hypothecate, charge, security interest assets or encumbrance properties of any kind Subject Company or any Sponsored Fund, except, in respect of such asset other than any such mortgage, lien, pledge, charge, security interest or encumbrance (i) for Taxes (as defined in Section 4.13 hereof) not yet due or being contested in good faith (and for which adequate accruals or reserves have been established on FMFK Balance Sheet (as such term is defined in Section 4.9 hereof), as the case may be); of clauses (ii) which is a carriers', warehousemen's, mechanics', materialmen's, repairmen's or other like lien arising in the ordinary course of business; and (iii) statutory ), for any such violation, termination, acceleration, conflict, default or common law liens Lien as would not reasonably be expected to secure obligations to landlords, lessors or renters under leases or rental agreements confined to the premises rented or (iv) deposits or pledges made in connection with, or to secure payment of, workers' compensation, unemployment insurance, or other social security programs mandated under laws applicable to FMFK. Except as disclosed in Section 4.5 of FMFK Disclosure Schedule, neither FMFK nor any Subsidiary of FMFK is have a party to any agreement that expressly limits the ability of FMFK or any Subsidiary of FMFK, or would limit OLYMPIC or any Subsidiary of OLYMPIC after the Effective Time, to compete in or conduct any line of business or compete with any Person or in any geographic area or during any period of timeMaterial Adverse Effect.

Non-Contravention. Except as disclosed otherwise described in Section 4.5 of FMFK Disclosure ScheduleSchedule 3.4, the execution, execution and delivery by each of the Purchaser and performance by FMFK and MERGER SUB Merger Subs of this Agreement and its obligations hereunder and each Ancillary Document to which it is a party, the consummation by FMFK each of the Purchaser and Merger Subs of the transactions contemplated hereby do not and thereby, and compliance by each of the Purchaser and Merger Subs with any of the provisions hereof and thereof, will not (a) violate, contravene or conflict with or violate any provision of the certificate of incorporation or bylaws of FMFK or MERGER SUBPurchaser’s and Merger Subs’ respective Organizational Documents, (b) violate, contravene or conflict with or constitute a violation of any provision provisions of any law, regulation, judgment, injunction, order Law or decree Order binding upon or applicable to FMFK or any either of its Subsidiaries, including MERGER SUBthe Purchaser and Merger Subs, (c) constitute a default under subject to obtaining the Consents from Governmental Authorities referred to in Section 3.3 hereof, and the waiting periods referred to therein having expired, and any condition precedent to such Consent or give rise waiver having been satisfied, conflict with or violate any Law, Order or Consent applicable to a right of terminationthe Purchaser, cancellation or acceleration of any right or obligation of FMFK Merger Subs, or any of its Subsidiaries, including MERGER SUB, their properties or to a loss of any benefit to which FMFK or any of its Subsidiaries is entitled under any provision of any agreement, contract or other instrument binding upon FMFK or any of its Subsidiaries (the "FMFK Agreements") or any license, franchise, lease, permit or other similar authorization held by FMFK or any of its Subsidiariesassets, or (d) (i) violate, conflict with or result in a breach of, (ii) constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, (iii) result in the termination, withdrawal, suspension, cancellation or modification of, (iv) accelerate the performance required by the Purchaser under, (v) result in a right of termination or acceleration under, (vi) give rise to any obligation to make payments or provide compensation under, (vii) result in the creation or imposition of any Lien on any asset of FMFK or upon any of its Subsidiaries. For purposes the properties or assets of this Agreementthe Purchaser under, "Lien" means any mortgage, lien, pledge, hypothecate, charge, security interest or encumbrance of any kind in respect of such asset other than any such mortgage, lien, pledge, charge, security interest or encumbrance (iviii) for Taxes (as defined in Section 4.13 hereof) not yet due or being contested in good faith (and for which adequate accruals or reserves have been established on FMFK Balance Sheet (as such term is defined in Section 4.9 hereof), as the case may be); (ii) which is a carriers', warehousemen's, mechanics', materialmen's, repairmen's or other like lien arising in the ordinary course of business; (iii) statutory or common law liens to secure obligations to landlords, lessors or renters under leases or rental agreements confined to the premises rented or (iv) deposits or pledges made in connection with, or to secure payment of, workers' compensation, unemployment insurance, or other social security programs mandated under laws applicable to FMFK. Except as disclosed in Section 4.5 of FMFK Disclosure Schedule, neither FMFK nor any Subsidiary of FMFK is a party give rise to any agreement that expressly limits the ability of FMFK obligation to obtain any third party Consent or provide any Subsidiary of FMFK, or would limit OLYMPIC or any Subsidiary of OLYMPIC after the Effective Time, notice to compete in or conduct any line of business or compete with any Person or (ix) give any Person the right to declare a default, exercise any remedy, claim a rebate, chargeback, penalty or change in delivery schedule, accelerate the maturity or performance, cancel, terminate or modify any geographic area right, benefit, obligation or during other term under, any period of timethe terms, conditions or provisions of, any Purchaser Material Contract, except for any deviations from any of the foregoing clauses (a), (b) or (c) that would not reasonably be expected to have a Material Adverse Effect on either Purchaser or the Merger Subs or their ability to consummate the transactions contemplated by this Agreement or the Ancillary Documents or to perform Purchaser’s or the Merger Subs’ obligations hereunder or thereunder.