Common use of Authorization of Transaction Clause in Contracts

Authorization of Transaction. (a) Each of Seller, each Acquired Company and each Seller Party has all requisite corporate or other organizational power and authority to execute, deliver and perform its obligations under this Agreement and the Ancillary Agreements to which it is or will be a party, and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by Seller, each Acquired Company and each Seller Party of this Agreement and the Ancillary Agreements to which it is or will be a party, and the consummation by such parties of the transactions contemplated hereby and thereby have been and, in the case of the Ancillary Agreements, will be at Closing, duly and validly authorized by all necessary corporate or other organizational action on the part of Seller, the Acquired Companies and the Seller Parties and no other corporate or other organizational proceedings on the part of Seller, any Acquired Company or any Seller Party are or, in the case of the Ancillary Agreements, will be, necessary to authorize the execution, delivery and performance by Seller, any Acquired Company or any Seller Party of this Agreement or the Ancillary Agreements to which it is or will be a party, or to consummate the transactions contemplated hereby or thereby. (b) This Agreement has been, and upon execution and delivery of the Ancillary Agreements to which Seller, each Acquired Company and each Seller Party is or will be a party, such Ancillary Agreements will be, duly executed and delivered by Seller, each Acquired Company and each Seller Party that is a party thereto, and this Agreement constitutes, and upon execution and delivery of the Ancillary Agreements to which Seller, each Acquired Company and each Seller Party is or will be a party, such Ancillary Agreements will constitute (assuming due authorization, execution and delivery by each party other than Seller, the Acquired Companies and each Seller Party to such Ancillary Agreement), the legal, valid and binding obligation of Seller, each Acquired Company and each Seller Party, in each case enforceable against each party thereto in accordance with its terms (except as may be limited by bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization, preference or similar Laws of general applicability relating to or affecting the rights of creditors of insurance companies or of creditors generally and subject to general principles of equity (regardless of whether enforcement is sought in equity or at law) (the “Bankruptcy and Equity Exceptions”)).

Authorization of Transaction. (a) Each of SellerThe Company has the legal capacity, each Acquired Company and each Seller Party has all requisite corporate or other organizational power and authority (including full corporate power and authority) to execute, execute and deliver and perform its obligations under this Agreement and the Ancillary Agreements other Transaction Documents to which it is or will be a party, party and to consummate perform its respective obligations hereunder and thereunder. All corporate and other actions or proceedings to be taken by or on the transactions contemplated hereby part of the Company to authorize and thereby. The execution, permit the execution and delivery and performance by Seller, each Acquired Company and each Seller Party it of this Agreement and the Ancillary Agreements to which other Transaction Documents, the issuance of the Series A Preferred and authorization of the Series B Preferred, the performance by it is or will be a partyof its respective obligations hereunder and thereunder, and the consummation by such parties it of the transactions contemplated hereby herein and thereby therein, have been and, in the case of the Ancillary Agreements, will be at Closing, duly and validly authorized by all necessary corporate or other organizational action on the part of Seller, the Acquired Companies and the Seller Parties and no other corporate or other organizational proceedings on the part of Seller, any Acquired Company or any Seller Party are or, in the case of the Ancillary Agreements, will be, necessary to authorize the execution, delivery and performance by Seller, any Acquired Company or any Seller Party of this Agreement or the Ancillary Agreements to which it is or will be a party, or to consummate the transactions contemplated hereby or thereby. (b) properly taken. This Agreement has been, and upon execution and delivery of the Ancillary Agreements to which Seller, each Acquired Company and each Seller Party is or will be a party, such Ancillary Agreements will be, been duly executed and delivered by Seller, each Acquired the Company and each Seller Party that is a party thereto, and this Agreement constitutes, and upon execution and delivery of the Ancillary Agreements to which Seller, each Acquired Company and each Seller Party is or will be a party, such Ancillary Agreements will constitute (assuming due authorization, execution and delivery by each party other than Seller, the Acquired Companies and each Seller Party to such Ancillary Agreement), constitutes the legal, valid and binding obligation of Sellerthe Company, each Acquired Company and each Seller Party, in each case enforceable against each party thereto the Company in accordance with its terms and conditions. At or prior to the Closing, the Company shall have duly executed and delivered each of the other Transaction Documents to which it is a party, and upon such execution and delivery, each of such other Transaction Documents will constitute the legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms and conditions, except (except i) limited by applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditor’s rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies, and (iii) to the extent the indemnification provisions contained in the Founders Agreement may be limited by bankruptcyapplicable federal or state securities laws. Upon issuance in accordance with the terms of this Agreement, insolvencythe shares of Series A Preferred Stock issuable hereunder shall be duly and validly issued, fraudulent transferfully paid and nonassessable. The Common Stock and the Series B Preferred Stock issuable upon conversion or redemption of the Series A Preferred Stock, moratoriumand the Series A Preferred Stock issuable in accordance with this Agreement have been duly and validly reserved for issuance (or will be so reserved promptly following the Closing Date), reorganizationand, preference upon issuance in accordance with the terms of the Amended and Restated Certificate of Incorporation of the Company, shall be duly and validly issued, fully paid and nonassessable. Following the Closing Date, the Series A Preferred Stock, the Series B Preferred Stock and the Common Stock will have the designations, powers, preferences and rights, and the qualifications, limitations or similar Laws restrictions thereof (and will entitle the holders thereof to all of general applicability relating to or affecting such powers, preferences and rights) as set forth in the rights Amended and Restated Certificate of creditors of insurance companies or of creditors generally and subject to general principles of equity (regardless of whether enforcement is sought in equity or at law) (the “Bankruptcy and Equity Exceptions”))Incorporation.

Authorization of Transaction. (a) Each of Seller, each Acquired Company Buyer and each Seller Party Parent has all requisite corporate or other organizational power and authority to execute, execute and deliver and perform its obligations under this Agreement and the Ancillary Agreements to which it is or will be a party, Documents and to consummate perform its obligations hereunder and thereunder. Without limiting the generality of the prior sentence, PITA I LLC, the sole member of Buyer, has duly authorized the execution, delivery and performance of this Agreement and each Ancillary Document by Buyer and the consummation of the transactions contemplated hereby and thereby. The execution, delivery and performance by Seller, each Acquired Company This Agreement and each Seller Party of this Agreement and the Ancillary Agreements to which it is or will be a party, and the consummation by such parties of the transactions contemplated hereby and thereby have been and, in the case of the Ancillary AgreementsDocuments, will be at Closingas applicable, duly and validly authorized by all necessary corporate or other organizational action on the part of Seller, the Acquired Companies and the Seller Parties and no other corporate or other organizational proceedings on the part of Seller, any Acquired Company or any Seller Party are or, in the case of the Ancillary Agreements, will be, necessary to authorize the execution, delivery and performance by Seller, any Acquired Company or any Seller Party of this Agreement or the Ancillary Agreements to which it Buyer is or will be a party, or to consummate the transactions contemplated hereby or thereby. (b) This Agreement party has been, and upon execution and delivery of the Ancillary Agreements to which Seller, each Acquired Company and each Seller Party is or will be a party, such Ancillary Agreements will be, been duly executed and delivered by SellerBuyer and, each Acquired Company and each Seller Party that is a party thereto, and this Agreement constitutes, and upon execution and delivery of assuming the Ancillary Agreements to which Seller, each Acquired Company and each Seller Party is or will be a party, such Ancillary Agreements will constitute (assuming due authorization, execution and delivery by each party the other than Sellerparties hereto or thereto, the Acquired Companies and each Seller Party to such Ancillary Agreement), the constitutes a legal, valid and binding obligation of SellerBuyer, each Acquired Company and each Seller Party, in each case enforceable against each party thereto Buyer in accordance with its terms (terms, except as may such enforcement might be subject to or limited by (i) applicable bankruptcy, insolvency, fraudulent transferreorganization, moratorium, reorganizationfraudulent conveyance, preference or other similar Laws of general applicability Laws, now or hereafter in effect, relating to or affecting the creditors’ rights of creditors of insurance companies or of creditors and remedies generally and subject to (ii) the effect of general principles of equity equity. The Board of Parent has duly authorized the execution, delivery and performance of this Agreement and each Ancillary Document by Parent and the consummation of the transactions contemplated hereby and thereby. This Agreement and each of the Ancillary Documents, as applicable, to which Parent is a party has been duly executed and delivered by Parent and, assuming the due authorization, execution and delivery by the other parties hereto or thereto, constitutes a legal, valid and binding obligation of Parent, enforceable against Parent in accordance with its terms, except as such enforcement might be subject to or limited by (regardless i) applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, or other similar Laws, now or hereafter in effect, relating to or affecting creditors’ rights and remedies generally and (ii) the effect of whether enforcement is sought in equity or at law) (the “Bankruptcy and Equity Exceptions”))general principles of equity.

Authorization of Transaction. (a) Each of Seller, each Acquired The Company and each Seller Party Company Stockholder has all requisite corporate or other organizational power and authority to execute, execute and deliver and perform its obligations under this Agreement and the Ancillary Agreements to which it is perform its or will be a party, and to consummate the transactions contemplated hereby and therebyhis respective obligations hereunder. The execution, execution and delivery and performance by Seller, each Acquired Company and each Seller Party of this Agreement and by the Ancillary Agreements to which it is or will be a party, Company and the consummation by such parties the Company of the transactions contemplated hereby and thereby have been and, in the case of the Ancillary Agreements, will be at Closing, duly and validly authorized by all necessary corporate or other organizational action on the part of Sellerthe Company. Without limiting the generality of the foregoing: (a) the Board of Directors of the Company, at a meeting duly called and held, by the Acquired Companies unanimous vote of all directors (i) determined that the Merger is fair and in the best interests of the Company and its stockholders, (ii) adopted this Agreement in accordance with the provisions of the Delaware General Corporation Law, and (iii) directed that this Agreement and the Seller Parties and no other corporate or other organizational proceedings on Merger be submitted to the part of Seller, any Acquired Company or any Seller Party are or, in the case stockholders of the Ancillary Agreements, will be, necessary to authorize Company for their adoption and approval and recommended that the execution, delivery and performance by Seller, any Acquired stockholders of the Company or any Seller Party vote in favor of the adoption of this Agreement or and the Ancillary Agreements to which it is or will be a party, or to consummate approval of the transactions contemplated hereby or thereby. Merger; (b) the Company provided to each holder of voting common stock of the Company, prior to the vote by the stockholders of the Company with respect to the Merger and this Agreement, copies of the Buyer Reports (as defined in Section 3.5) and all information required under the Delaware General Corporation Law concerning their appraisal rights; (c) the Company provided to each holder of non-voting common stock of the Company all information required under the Delaware General Corporation Law concerning their appraisal rights; (d) the holders of voting common stock of the Company approved this Agreement and the Merger, in accordance with the provisions of the Delaware General Corporation Law, by unanimous written consent and holders of at least 91.08% of the outstanding shares of non-voting common stock of the Company have waived their appraisal rights with respect to, and otherwise consented to, this Agreement, the Merger and each of the other transactions contemplated hereby; and (e) the holders of common stock of the Company have waived their preemptive rights with respect to the Merger and other transactions contemplated hereby. This Agreement has been, been duly and upon execution and delivery of the Ancillary Agreements to which Seller, each Acquired Company and each Seller Party is or will be a party, such Ancillary Agreements will be, duly validly executed and delivered by Seller, each Acquired the Company and each Seller Party that is Company Stockholder and constitutes a party thereto, and this Agreement constitutes, and upon execution and delivery of the Ancillary Agreements to which Seller, each Acquired Company and each Seller Party is or will be a party, such Ancillary Agreements will constitute (assuming due authorization, execution and delivery by each party other than Seller, the Acquired Companies and each Seller Party to such Ancillary Agreement), the legal, valid and binding obligation of Seller, each Acquired the Company and each Seller PartyCompany Stockholder, in each case enforceable against the Company and each party thereto Company Stockholder in accordance with its terms terms, subject to (except as may be limited by i) bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization, preference moratorium or similar Laws of general applicability laws affecting or relating to or affecting the creditors' rights of creditors of insurance companies or of creditors generally and subject (ii) the availability of injunctive relief and other equitable remedies. The agreements set forth in Section 2.2 of the Disclosure Schedule shall terminate on or prior to general principles of equity (regardless of whether enforcement is sought in equity or at law) (the “Bankruptcy and Equity Exceptions”))Effective Date.

Authorization of Transaction. (a) Each of Seller, each Acquired Company Seller Parent and each Seller Party has all requisite necessary corporate or other organizational power and authority to execute, deliver and perform its obligations under this Agreement and Agreement, the Ancillary Agreements and each other agreement, document and instrument to which it is be executed and delivered by Seller Parent or will be a partysuch Seller pursuant hereto or thereto, and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by Seller, each Acquired Company Seller Parent and each Seller Party of this Agreement and Agreement, the Ancillary Agreements and each other agreement, document and instrument to which it is be executed and delivered by Seller Parent or will be a party, such Seller pursuant hereto or thereto and the consummation by Seller Parent or such parties Seller of the transactions contemplated hereby and thereby have been and, in the case of the Ancillary Agreements, will be at Closing, duly and validly authorized by all necessary corporate or other organizational action on the part of Seller, the Acquired Companies and the Seller Parties Parent or such Seller and no other corporate acts or other organizational proceedings on the part of Seller, any Acquired Company Seller Parent or any such Seller Party are or, in the case of the Ancillary Agreements, will be, necessary to authorize the execution, delivery and performance by Seller, any Acquired Company Seller Parent or any such Seller Party of this Agreement or Agreement, the Ancillary Agreements and each other agreement, document and instrument to which it is be executed and delivered by such Seller pursuant hereto or will be a party, thereto or to consummate the transactions contemplated hereby or thereby. (b) . This Agreement has been, and upon execution and delivery of the Ancillary Agreements to which Seller, each Acquired Company and each Seller Party is or will be a party, such Ancillary Agreements will be, been duly executed and delivered by Seller, each Acquired Company Seller Parent and each Seller Party that and, assuming due authorization, execution and delivery by Buyer and each other party hereto, constitutes, and each Ancillary Agreement (to the extent Seller Parent or such Seller is a party thereto), when executed and this Agreement constitutes, and upon execution and delivery of the Ancillary Agreements to which Seller, each Acquired Company and each delivered by Seller Party is Parent or will be a party, such Ancillary Agreements will constitute Seller (assuming due authorization, execution and delivery by each party the other than Sellerparties thereto) shall constitute, the Acquired Companies and each Seller Party to such Ancillary Agreement), the a legal, valid and binding obligation of Seller Parent or such Seller, each Acquired Company and each Seller Party, in each case enforceable against each party thereto Seller Parent or such Seller in accordance with its terms (terms, except as that such enforcement may be limited by bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization, preference moratorium or other similar Laws of general applicability relating to now or hereafter in effect affecting the rights and remedies of creditors of insurance companies or of creditors generally and subject to general principles of equity (regardless of whether enforcement is sought considered in equity a proceeding at law or at lawin equity) (collectively, the “Bankruptcy and Equity ExceptionsPrinciples”)).

Authorization of Transaction. (a) Each of Seller, each Acquired Company and each Seller Party Buyer has all requisite corporate or other organizational full power and authority to execute, execute and deliver and perform its obligations under this Agreement and the Ancillary Agreements to which it is or will be a party, party and to consummate the transactions contemplated hereby perform its obligations hereunder and therebythereunder. The execution, execution and delivery and performance by Seller, each Acquired Company and each Seller Party Buyer of this Agreement and the Ancillary Agreements to which it is or will be a party, party and the consummation performance by such parties Buyer of the transactions contemplated hereby and thereby have been and, in the case of the Ancillary Agreements, will be at Closing, duly and validly authorized approved by all necessary requisite corporate or other organizational applicable action on of Buyer, as the part of Seller[*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Acquired Companies Securities and the Seller Parties and no other corporate or other organizational proceedings on the part of Seller, any Acquired Company or any Seller Party are or, in the case Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. case may be. Assuming the due authorization, execution and delivery of this Agreement by the Company, this Agreement constitutes the valid and legally binding obligation of Buyer, enforceable against it in accordance with the terms of this Agreement, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors generally and by the availability of equitable remedies. Assuming the due authorization, execution and delivery by the other parties thereto, upon the execution and delivery by Buyer of each Ancillary AgreementsAgreement to which it is a party, such Ancillary Agreement will beconstitute the valid and legally binding obligation of Buyer, necessary enforceable against it in accordance with the terms of such Ancillary Agreement, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors generally and by the availability of equitable remedies. Buyer is not required to authorize give any notice to, make any filing with, or obtain any Consent of any Governmental Body in order to consummate the execution, delivery and performance transactions contemplated by Seller, any Acquired Company or any Seller Party of this Agreement or the Ancillary Agreements to which it Buyer is or will be a party, or to consummate the transactions contemplated hereby or thereby. (b) This Agreement has been, and upon execution and delivery of the Ancillary Agreements to which Seller, each Acquired Company and each Seller Party is or will be a party, such Ancillary Agreements will be, duly executed and delivered by Seller, each Acquired Company and each Seller Party that is a party thereto, and this Agreement constitutes, and upon execution and delivery of the Ancillary Agreements to which Seller, each Acquired Company and each Seller Party is or will be a party, such Ancillary Agreements will constitute (assuming due authorization, execution and delivery by each party other than Seller, the Acquired Companies and each Seller Party to such Ancillary Agreement), the legal, valid and binding obligation of Seller, each Acquired Company and each Seller Party, in each case enforceable against each party thereto in accordance with its terms (except as may be limited by bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization, preference or similar Laws of general applicability relating to or affecting the rights of creditors of insurance companies or of creditors generally and subject to general principles of equity (regardless of whether enforcement is sought in equity or at law) (the “Bankruptcy and Equity Exceptions”)).

Authorization of Transaction. (a) Each of SellerIf such Seller is not a natural person, each Acquired Company and each such Seller Party has all requisite corporate or other organizational full power and authority to executeexecute and deliver this Agreement and to perform his, deliver and perform her or its obligations under hereunder. The execution and delivery of this Agreement and the Ancillary Agreements to which it is or will be a party, consummation of the transactions contemplated hereby have been duly authorized by all requisite action on the part of such Seller and no other proceedings on the part of such Seller are necessary to consummate the transactions contemplated hereby and therebyhereby. The execution, delivery and performance by Seller, each Acquired Company and each Seller Party of this This Agreement and the Ancillary Agreements to which it is or will be a party, and the consummation by such parties of the transactions contemplated hereby and thereby have has been and, in the case of the Ancillary Agreements, will be at Closing, duly and validly authorized by all necessary corporate or other organizational action on the part of Seller, the Acquired Companies and the Seller Parties and no other corporate or other organizational proceedings on the part of Seller, any Acquired Company or any Seller Party are or, in the case of the Ancillary Agreements, will be, necessary to authorize the execution, delivery and performance by Seller, any Acquired Company or any Seller Party of this Agreement or the Ancillary Agreements to which it is or will be a party, or to consummate the transactions contemplated hereby or thereby. (b) This Agreement has been, and upon execution and delivery of the Ancillary Agreements to which Seller, each Acquired Company and each Seller Party is or will be a party, such Ancillary Agreements will be, duly executed and delivered by Seller, each Acquired Company such Seller and each Seller Party that is a party thereto, and this Agreement constitutes, and upon execution and delivery of the Ancillary Agreements to which Seller, each Acquired Company and each Seller Party is or will be a party, such Ancillary Agreements will constitute (assuming due authorization, execution and delivery by each party other than Seller, the Acquired Companies FICS and each Seller Party to such Ancillary S1 Holdings of this Agreement), the legal, ) will constitute a valid and legally binding obligation of such Seller, each Acquired Company and each Seller Party, in each case enforceable against each party thereto in accordance with its terms (terms, except as enforcement may be limited by bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization, preference or similar Laws of general applicability relating to or affecting the rights of creditors of insurance companies or of creditors generally and subject to general principles of equity, whether applied in a court of law or a court of equity and by bankruptcy, insolvency and similar laws affecting creditors' rights and remedies generally. Except as set forth in Section 2.2(a) of the Sellers' Disclosure Schedule, such Seller need not give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order to consummate the transactions contemplated by this Agreement. (regardless b) Such Seller acknowledges that he, she or it has read this Agreement and has been provided with, or been granted access to, all information necessary to make his or her decision to execute this Agreement. Such Seller acknowledges that his, her or its signature on this Agreement shall be deemed his, her or its written consent, in his, her or its capacity as a shareholder of whether enforcement is sought in equity FICS, to the execution of the Agreement by a representative of FICS on behalf of FICS, and to the consummation of all of the transactions contemplated by this Agreement. Such Seller hereby waives any right of first refusal, preemptive right or at lawother right which he, she or it may have (including, without limitation, rights arising under Article 11 of the FICS Restated Articles of Association (Statuten)) (to acquire any of the “Bankruptcy FICS Securities and Equity Exceptions”))the FICS Bonds to be sold by any other Seller pursuant to this Agreement.

Authorization of Transaction. Such Seller has full power and authority (a) Each of Seller, each Acquired Company and each Seller Party has all requisite including full corporate or other organizational entity power and authority authority, if such Seller is an entity) to execute, execute and deliver and perform its obligations under this Agreement and the Ancillary Agreements to which it such Seller is or will be a party, party and to consummate the transactions contemplated hereby perform such Seller’s obligations hereunder and therebythereunder. The execution, delivery and performance by Seller, each Acquired Company This Agreement and each Seller Party of this Agreement and the Ancillary Agreements to which it is or will be a party, and the consummation by such parties of the transactions contemplated hereby and thereby have been and, in the case of the Ancillary Agreements, will be at Closing, duly and validly authorized by all necessary corporate or other organizational action on the part of Seller, the Acquired Companies and the Seller Parties and no other corporate or other organizational proceedings on the part of Seller, any Acquired Company or any Seller Party are or, in the case of the Ancillary Agreements, will be, necessary to authorize the execution, delivery and performance by Seller, any Acquired Company or any Seller Party of this Agreement or the Ancillary Agreements to which it is or will be a party, or to consummate the transactions contemplated hereby or thereby. (b) This Agreement has been, and upon execution and delivery of the Ancillary Agreements to which Seller, each Acquired Company and each such Seller Party is or will be a party, such Ancillary Agreements will be, duly party has been (or when executed and delivered by Seller, each Acquired Company such Seller will be) duly and each validly executed and delivered by such Seller Party that is a party thereto, and this Agreement constitutes, and upon execution and delivery of the Ancillary Agreements to which Seller, each Acquired Company and each Seller Party is or will be a party, such Ancillary Agreements will constitute (assuming the due authorization, execution and delivery by each party the other than Seller, the Acquired Companies parties hereto and each thereto) constitute (or when executed and delivered by such Seller Party to such Ancillary Agreementwill constitute), the legal, valid and legally binding obligation of such Seller, each Acquired Company and each Seller Party, in each case enforceable against each party thereto in accordance with its terms (and conditions, except as such enforceability may be limited by bankruptcy, insolvency, fraudulent transferreorganization, moratorium, reorganization, preference fraudulent conveyance or other similar Laws of general applicability relating to or affecting the enforcement of creditors’ rights of creditors of insurance companies or of creditors generally and subject equitable principles. Such Seller is not required to general principles give any notice to, make any filing with, or obtain any authorization, consent, or approval of equity any Governmental Entity or other Person in order to consummate the transactions contemplated by this Agreement or any Ancillary Agreement to which such Seller is or will be a party, other than (regardless A) compliance with and filings under the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Act, (B) those that may be required solely by reason of whether enforcement Buyer being the buyer of the Shares, and (C) those that, individually or in the aggregate, would not reasonable be expected to prevent or materially delay performance by such Seller of its obligations under this Agreement or any Ancillary Agreement to which such Seller is sought in equity or at law) (will be a party or the “Bankruptcy consummation of the transactions contemplated hereby or thereby. If such Seller is an entity, the execution, delivery and Equity Exceptions”))performance of this Agreement and all other agreements contemplated hereby, including the Ancillary Agreements, to which such Seller is or will be a party and the consummation of the transactions contemplated hereby or thereby, have been duly authorized by all necessary corporate or comparable action on the part of such Seller, and no vote, approval, consent or other action or proceeding on the part of such Seller or, if applicable, its direct or indirect equityholders is necessary for the authorization of the execution and delivery of this Agreement or any of the Ancillary Agreements to which such Seller is or will be a party or the consummation of the transactions contemplated hereby or thereby.

Authorization of Transaction. (a) Each The execution and delivery by the Company of Seller, each Acquired Company and each Seller Party has all requisite corporate or other organizational power and authority to execute, deliver and perform its obligations under this Agreement and each of the Ancillary Agreements to which it is or will be a party, and the consummation by the Company of the transactions contemplated hereby and thereby, have been duly authorized by all necessary corporate actions, including all required board and shareholder approvals. (b) Assuming the due and valid execution of this Agreement and each of the Ancillary Agreements to which the Company is a party by the other parties hereto and thereto, this Agreement and each of such Ancillary Agreements constitute the valid and legally binding obligations of the Company, enforceable in accordance with their respective terms, except as such enforcement may be limited by bankruptcy, reorganization, insolvency and other similar Laws and court decisions relating to or affecting the enforcement of creditors rights generally and by the application of general equitable principles. Except as otherwise required by applicable Federal or state securities Laws, the Company need not provide any notice to, make any filing with or obtain any authorization, consent, or approval of any Governmental Body or any other Person in order to execute and deliver this Agreement and each Ancillary Agreement to which the Company is a party or to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by . (c) With respect to each Seller, each Acquired Company assuming the due and each Seller Party valid execution of this Agreement and the Ancillary Agreements to which it is or will be a party, and the consummation by such parties of the transactions contemplated hereby and thereby have been and, in the case of the Ancillary Agreements, will be at Closing, duly and validly authorized by all necessary corporate or other organizational action on the part of Seller, the Acquired Companies and the Seller Parties and no other corporate or other organizational proceedings on the part of Seller, any Acquired Company or any Seller Party are or, in the case of the Ancillary Agreements, will be, necessary to authorize the execution, delivery and performance by Seller, any Acquired Company or any Seller Party of this Agreement or the Ancillary Agreements to which it is or will be a party, or to consummate the transactions contemplated hereby or thereby. (b) This Agreement has been, and upon execution and delivery each of the Ancillary Agreements to which Sellersuch Seller is a party by the other parties hereto and thereto, each Acquired Company this Agreement and each Seller Party is or will be a party, of such Ancillary Agreements will be, duly executed constitute the valid and delivered by legally binding obligations of such Seller, each Acquired Company and each Seller Party that is a party thereto, and this Agreement constitutes, and upon execution and delivery of the Ancillary Agreements to which Seller, each Acquired Company and each Seller Party is or will be a party, such Ancillary Agreements will constitute (assuming due authorization, execution and delivery by each party other than Seller, the Acquired Companies and each Seller Party to such Ancillary Agreement), the legal, valid and binding obligation of Seller, each Acquired Company and each Seller Party, in each case enforceable against each party thereto in accordance with its terms (their respective terms, except as such enforcement may be limited by bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization, preference or insolvency and other similar Laws of general applicability and court decisions relating to or affecting the rights enforcement of creditors of insurance companies or of creditors rights generally and subject by the application of general equitable principles and will effectively vest in BrightStar good, valid and marketable title to general principles all Company Shares owned by such Seller, free and clear of equity (regardless all Encumbrances. Except as otherwise required by applicable Federal or state securities Laws, no Seller need provide any notice to, make any filing with, or obtain any authorization, consent, or approval of whether enforcement any Governmental Body or any other Person in order to consummate the transactions contemplated by this Agreement and each Ancillary Agreement to which such Seller is sought in equity or at law) (the “Bankruptcy and Equity Exceptions”))a party.

Authorization of Transaction. (a) Each of Seller, each Acquired Company and each Seller Party has all requisite corporate or other organizational power and authority to execute, deliver and perform its obligations under this Agreement and the Ancillary Agreements to which it is or will be a party, and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by Seller, each Acquired Company and each Seller Party of this Agreement and the Ancillary Agreements to which it is or will be a partyTransaction Documents, and the consummation by such parties of the transactions contemplated hereby Contemplated Transactions, (i) by the Company has been, and thereby have been and, (ii) in the case of the Ancillary Agreementsother Sellers, the Sold Companies and the Sold Subsidiaries, will be at prior to the Closing, duly and validly authorized by all necessary corporate or other organizational applicable legal entity action on the part of Sellersuch party, the Acquired Companies and the Seller Parties and and, upon such authorization, no other corporate or other organizational shareholder proceedings on the part of Seller, any Acquired Company or any Seller Party are oractions are, in the case of the Ancillary AgreementsCompany, or will bebe as of the Closing, in the case of the other Sellers, the Sold Companies and the Sold Subsidiaries, necessary to authorize and consummate this Agreement, the execution, delivery and performance by Seller, any Acquired Transaction Documents or the Contemplated Transactions. The Company or any Seller Party of has duly executed this Agreement or and on the Ancillary Agreements Closing Date each of the other Sellers, the Sold Companies, and the Sold Subsidiaries as applicable, will have duly executed and delivered the applicable Transaction Documents to which it is or each such Person will be a party, or to consummate the transactions contemplated hereby or thereby. (b) This Agreement has been, and upon execution and delivery of the Ancillary Agreements to which Seller, each Acquired Company and each Seller Party is or will be a party, such Ancillary Agreements will be, duly executed and delivered by Seller, each Acquired Company and each Seller Party that is a party thereto, and this Agreement constitutes, and upon execution and delivery of the Ancillary Agreements to which Seller, each Acquired Company and each Seller Party is or will be a party, such Ancillary Agreements will constitute (assuming . Assuming due authorization, execution and delivery by each party other than Sellerthe Buyer and Parent, this Agreement constitutes the Acquired Companies and each Seller Party to such Ancillary Agreement), the legal, valid and binding obligation of Seller, each Acquired the Company and each Seller PartyTransaction Document when so executed and delivered will constitute the valid and binding obligation of the applicable Sellers, in each case Sold Companies and/or Sold Subsidiaries, enforceable against each such Seller, Sold Company or Sold Subsidiary party thereto in accordance with its terms (their respective terms, except as such enforceability may be limited by (a) applicable bankruptcy, insolvency, fraudulent transfer, moratoriumconveyance, reorganization, preference moratorium or similar Laws of general applicability from time to time in effect relating to or affecting the enforcement of creditors’ rights generally, and (b) general equitable principles with respect to the availability of creditors of insurance companies specific performance or of creditors generally and subject to general principles of equity other equitable remedies (regardless of whether enforcement is sought considered in a proceeding in equity or at law) (the “Bankruptcy Insolvency and Equity Exceptions”)).

Authorization of Transaction. (a) Each The board of Seller, each Acquired directors of the Company has duly authorized and each Seller Party has all requisite corporate or other organizational power and authority to execute, deliver and perform its obligations under approved the transactions contemplated by this Agreement and the Ancillary Agreements to which it is or will be a party, and to consummate has resolved that the transactions contemplated hereby are fair to, advisable and therebyin the best interests of the Company's stockholders. The execution, delivery and performance Major Shareholders have irrevocably agreed to vote all shares owned or controlled by Seller, each Acquired Company and each Seller Party of this Agreement and the Ancillary Agreements to which it is or will be a party, and the consummation by such parties them in favor of the transactions contemplated hereby by this Agreement. The Major Shareholders have agreed that they will not vote any shares owned or controlled by them in favor of any other competing offer to purchase either the assets or stock of the Company. The affirmative vote (in person or by duly authorized and thereby have been andvalid proxy at a Company stockholders' meeting or by written consent) of the holders of two-thirds of the outstanding shares of each of the Company's common stock, in the case favor of the Ancillary Agreementsadoption of this Agreement is the only vote of the holders of any class or series of the Company's capital stock required by applicable law and the Company's organizational instruments to duly effect such adoption (the "Company Stockholder Approval"). Other than the actions required to obtain the Company Stockholder Approval and filings necessary for the Company to comply with any applicable requirements of the Securities Exchange Act of 1934, will be at Closing, duly and validly authorized by all necessary corporate or other organizational action on as amended (the part of Seller"Exchange Act")), the Acquired Companies and the Seller Parties and no other corporate Company has taken all action required by law, its articles of incorporation, its bylaws or other organizational proceedings on the part of Seller, any Acquired Company or any Seller Party are or, in the case of the Ancillary Agreements, will be, necessary otherwise to authorize and to approve the execution, delivery and performance by Seller, any Acquired Company or any Seller Party of this Agreement or Agreement, the Ancillary Agreements other Transaction Documents to which it is to be a party and the documents, agreements and certificates executed and delivered by it or will to be executed and delivered by it in connection herewith and therewith. This Agreement is, and each other Transaction Document to which the Company is to be a party, or to consummate the transactions contemplated hereby or thereby. (b) This Agreement has been, and upon execution and delivery of the Ancillary Agreements to which Seller, each Acquired Company and each Seller Party is or will be a party, such Ancillary Agreements will be, duly when executed and delivered by Sellerthe Company at the Closing and, each Acquired Company and each Seller Party that is a party thereto, and this Agreement constitutes, and upon execution and delivery of the Ancillary Agreements to which Seller, each Acquired Company and each Seller Party is or will be a party, such Ancillary Agreements will constitute (assuming due authorization, execution and delivery by each party other than SellerAVANTCE, will be duly executed and delivered by the Acquired Companies Company, and each Seller Party to such Ancillary Agreement), the legal, shall constitute a valid and legally binding obligation of Sellerthe Company, each Acquired Company and each Seller Party, in each case enforceable against each party thereto the Company, in accordance with its terms (terms, except as such enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization, preference applicable bankruptcy laws or similar Laws of general applicability relating to creditors' rights generally or affecting the rights of creditors of insurance companies or of creditors generally and subject to by general principles of equity (regardless equity. All persons who have executed this Agreement on behalf of whether enforcement is sought the Company or who will execute on behalf of the Company any other Transaction Document or other documents, agreements or certificates in equity connection herewith or at law) (the “Bankruptcy and Equity Exceptions”))therewith, have been duly authorized to do so by all necessary corporate action.

Authorization of Transaction. (a) Each Such Seller has the legal capacity, in the case of Selleran individual, each Acquired Company and each Seller Party has all the requisite corporate or other organizational power and authority authority, in the case of an entity, to execute, execute and deliver and perform its obligations under this Agreement and the Ancillary Agreements other Transaction Documents to which it such Seller is or will be a party, party and all documents and agreements necessary to give effect to the provisions of this Agreement and to consummate perform its obligations hereunder and thereunder. Each Seller has, to the transactions contemplated hereby extent necessary, duly and thereby. The validly authorized the execution, delivery and performance by Seller, each Acquired Company and each Seller Party of this Agreement and the Ancillary Agreements other Transaction Documents to which it such Seller is or will be a party. All actions or proceedings necessary to be taken by or on the part of such Seller to authorize and permit the due and valid execution and delivery by such Seller of this Agreement, the other Transaction Documents to which such Seller is a party and all other agreements and documents executed by such Seller in connection herewith and therewith, the performance by such Seller of its respective obligations hereunder and thereunder, and the consummation by such parties Seller of the portions of the transactions to which it is a party contemplated hereby and thereby have been and, in the case of the Ancillary Agreements, taken or will be at Closingtaken on or prior to the Closing Date. No other action, duly and validly authorized by all necessary corporate consent or other organizational action approval on the part of Seller, the Acquired Companies and the such Seller Parties and no other corporate or other organizational proceedings on the part of Seller, any Acquired Company or any Seller Party are or, in the case of the Ancillary Agreements, will be, is necessary to authorize the such Seller’s due and valid execution, delivery and performance by Seller, any Acquired Company or any Seller Party consummation of this Agreement or Agreement, the Ancillary Agreements Transaction Documents to which it is or will be a party, or to consummate the transactions contemplated hereby or thereby. (b) party and all other agreements and documents executed in connection herewith and therewith. This Agreement has been, and upon execution and delivery of the Ancillary Agreements other Transaction Documents to which Seller, each Acquired Company and each Seller Party is or will be a party, such Ancillary Agreements will be, duly executed and delivered by Seller, each Acquired Company and each Seller Party that it is a party thereto, and this Agreement constitutes, all other agreements and upon execution documents executed by such Seller in connection herewith and delivery therewith constitute the valid and legally binding obligations of the Ancillary Agreements to which such Seller, each Acquired Company and each Seller Party is or will be a party, such Ancillary Agreements will constitute (assuming due authorization, execution and delivery by each party other than Seller, the Acquired Companies and each Seller Party to such Ancillary Agreement), the legal, valid and binding obligation of Seller, each Acquired Company and each Seller Party, in each case enforceable against each party thereto in accordance with its their respective terms and conditions; provided that (except as i) enforcement may be limited by applicable bankruptcy, insolvency, fraudulent transferreorganization, moratorium, reorganization, preference fraudulent conveyance or similar Laws laws of general applicability relating to or application affecting the rights and remedies of creditors of insurance companies or of creditors generally creditors, and (ii) enforcement may be subject to general principles of equity (regardless equity, and the availability of whether enforcement is sought in equity or at law) (remedies of specific performance and injunctive relief may be subject to the “Bankruptcy and Equity Exceptions”))discretion of the court before which any proceeding for such remedies may be brought.

Authorization of Transaction. (a) Each of Seller, each Acquired Company CyberCash and each Seller Party Merger Sub has all requisite corporate or other organizational power and authority to execute, execute and deliver and perform its obligations under this Agreement and the Ancillary other Transaction Agreements to which it is a party and to perform its obligations hereunder and thereunder, subject to (i) approval and adoption of the Charter Amendment by the holders of a majority of the outstanding CyberCash Common Stock, and approval of the issuance of more than 20% of the number of shares of CyberCash Common Stock outstanding immediately prior to such issuance in connection with the transactions contemplated hereby by the holders of a majority of the CyberCash Common Stock present in person or will be by proxy and voting on the proposal at the CyberCash Special Meeting (the “CyberCash Shareholder Approval”), (ii) the execution and delivery of each of the Transaction Agreements, (iii) the performance of each of the Transaction Agreements in each case to which CyberCash or Merger Sub is a party, and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by Seller, each Acquired Company and each Seller Party of this Agreement and the Ancillary Agreements to which it is or will be a party, and (iv) the consummation by such parties of the transactions contemplated hereby and thereby by CyberCash and Merger Sub have been and, in the case of the Ancillary Agreements, will be at Closing, duly and validly authorized by all necessary corporate or other organizational action on the part of Seller, the Acquired Companies CyberCash and Merger Sub. This Agreement and the Seller Parties other Transaction Agreements to which CyberCash or Merger Sub is a party have been duly and no other corporate validly executed and delivered by CyberCash and Merger Sub, as the case may be (or other organizational proceedings on the part of Seller, any Acquired Company or any Seller Party are or, in the case of the Ancillary Agreements, will be, necessary to authorize the execution, delivery and performance by Seller, any Acquired Company or any Seller Party of this Agreement or the Ancillary Transaction Agreements to which it is or will be a party, or to consummate the transactions contemplated hereby or thereby. (b) This Agreement has been, and upon execution and delivery of the Ancillary Agreements to which Seller, each Acquired Company and each Seller Party is or will be a party, such Ancillary Agreements will be, duly executed and delivered by Sellerat Closing, each Acquired Company when executed and each Seller Party that is a party thereto, and this Agreement constitutes, and upon execution and delivery of the Ancillary Agreements to which Seller, each Acquired Company and each Seller Party is or delivered will be a partyduly and validly executed and delivered) and, such Ancillary Agreements will constitute (assuming the due authorization, execution and delivery by each party other than SellerNetwork 1, constitute (or in the Acquired Companies case of Transaction Agreements to be executed and each Seller Party to such Ancillary Agreement)delivered at Closing, the legal, when executed and delivered will constitute) a valid and binding obligation of SellerCyberCash and Merger Sub, each Acquired Company and each Seller Partyas the case may be, in each case enforceable against each party thereto them in accordance with its terms (their terms, except as enforcement may be limited by bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization, preference insolvency or other similar Laws of general applicability relating to or laws affecting the enforcement of creditors’ rights generally, and except that the availability of creditors of insurance companies or of creditors generally and equitable remedies, including specific performance, is subject to general principles the discretion of equity (regardless of whether enforcement is sought in equity or at law) (the “Bankruptcy and Equity Exceptions”))court before which any proceeding therefor may be brought.

Authorization of Transaction. Subject to Winning Edge Stockholder Approval (aas defined below) Each of Sellerthis Agreement, the Merger and the Reverse Stock Split, each Acquired Company of Winning Edge and each Seller Party the Merger Sub has all requisite the corporate or other organizational power and authority to execute, execute and deliver this Agreement and to perform its obligations under hereunder. The execution and delivery of this Agreement and and, subject to the Ancillary Agreements to which it is or will be a party, and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by Seller, each Acquired Company and each Seller Party adoption of this Agreement and the Ancillary Agreements approval of the Merger and the Reverse Stock Split by at least a majority of the votes represented by the outstanding Winning Edge Shares entitled to which it is or will be a partyvote on this Agreement, the Merger and the Reverse Stock Split, voting in accordance with the DGCL and the Certificate of Incorporation of Winning Edge (the “Winning Edge Stockholder Approval”), and the performance by Winning Edge of this Agreement and the consummation by such parties Winning Edge of the transactions contemplated hereby and thereby have been and, in the case of the Ancillary Agreements, will be at Closing, duly and validly authorized by all necessary corporate or other organizational action on the part of Seller, the Acquired Companies Winning Edge and the Seller Parties and no other corporate or other organizational proceedings on Merger Sub (including the part sole stockholder of Seller, any Acquired Company or any Seller Party are or, in the case of the Ancillary Agreements, will be, necessary to authorize the execution, delivery and performance by Seller, any Acquired Company or any Seller Party of this Agreement or the Ancillary Agreements to which it is or will be a party, or to consummate the transactions contemplated hereby or thereby. (b) Merger Sub). This Agreement has been, been duly and upon execution and delivery of the Ancillary Agreements to which Seller, each Acquired Company and each Seller Party is or will be a party, such Ancillary Agreements will be, duly validly executed and delivered by SellerWinning Edge and the Merger Sub and, each Acquired Company and each Seller Party that is a party thereto, and this Agreement constitutes, and upon execution and delivery of assuming the Ancillary Agreements to which Seller, each Acquired Company and each Seller Party is or will be a party, such Ancillary Agreements will constitute (assuming due authorization, execution and delivery by each party other than SellerProGames, the Acquired Companies and each Seller Party to such Ancillary Agreement), the legal, constitutes a valid and binding obligation of SellerWinning Edge and the Merger Sub, each Acquired Company and each Seller Party, in each case enforceable against each party thereto them in accordance with its terms (terms, except as enforcement may be limited by bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization, preference insolvency or other similar Laws of general applicability relating to or laws affecting the enforcement of creditors’ rights generally, and except that the availability of creditors of insurance companies or of creditors generally and equitable remedies, including specific performance, is subject to general principles the discretion of equity (regardless the court before which any proceeding therefor may be brought. Simultaneous with the execution and delivery of whether enforcement is sought in equity or this Agreement, at law) (least a majority of the “Bankruptcy votes represented by the outstanding Winning Edge Shares entitled to vote on this Agreement, the Merger and Equity Exceptions”))the Reverse Stock Split have submitted their written consent to the adoption of this Agreement, the approval of the Merger and the approval of the Reverse Stock Split.

Authorization of Transaction. (a) Each of Seller, each Acquired The Company and each Seller Party its Subsidiaries has all requisite the full corporate or other organizational power and authority to execute, execute and deliver and perform its obligations under this Agreement and the Ancillary Agreements other Transaction Documents to which it is or will be a party, party and to consummate perform its respective obligations hereunder and thereunder. All corporate and other actions or proceedings to be taken by or on the transactions contemplated hereby and thereby. The execution, delivery and performance by Seller, each Acquired part of the Company and each Seller Party its Subsidiaries to authorize and permit the execution and delivery by it of this Agreement and the Ancillary Agreements to which other Transaction Documents, the issuance of the Series D Preferred Stock, the Series E Preferred Stock, the Series F Preferred Stock, Series G Preferred, Series H Preferred Stock and Series I Preferred Stock, the performance by it is or will be a partyof its respective obligations hereunder and thereunder, and the consummation by such parties it of the transactions contemplated hereby herein and thereby therein, have been and, in the case of the Ancillary Agreements, will be at Closing, duly and validly authorized by all necessary corporate or other organizational action on the part of Seller, the Acquired Companies and the Seller Parties and no other corporate or other organizational proceedings on the part of Seller, any Acquired Company or any Seller Party are or, in the case of the Ancillary Agreements, will be, necessary to authorize the execution, delivery and performance by Seller, any Acquired Company or any Seller Party of this Agreement or the Ancillary Agreements to which it is or will be a party, or to consummate the transactions contemplated hereby or thereby. (b) properly taken. This Agreement has been, and upon execution and delivery of the Ancillary Agreements to which Seller, each Acquired Company and each Seller Party is or will be a party, such Ancillary Agreements will be, been duly executed and delivered by Seller, each Acquired the Company and each Seller Party that is a party thereto, and this Agreement constitutes, and upon execution and delivery of the Ancillary Agreements to which Seller, each Acquired Company and each Seller Party is or will be a party, such Ancillary Agreements will constitute (assuming due authorization, execution and delivery by each party other than Seller, the Acquired Companies and each Seller Party to such Ancillary Agreement), constitutes the legal, valid and binding obligation of Sellerthe Company, each Acquired Company and each Seller Party, in each case enforceable against each party thereto the Company in accordance with its terms and conditions. At or prior to the Closing, each of the Company and its Subsidiaries shall have duly executed and delivered each of the other Transaction Documents to which it is a party, and upon such execution and delivery, each of such other Transaction Documents will constitute the legal, valid and binding obligation of the Company and/or its Subsidiaries, as the case may be, enforceable against the Company and its Subsidiaries parties thereto in accordance with their respective terms and conditions. The shares of Series D Preferred Stock, Series E Preferred Stock, Series H Preferred Stock and Series I Preferred Stock issuable hereunder or pursuant to the Exchange Agreement shall be duly and validly issued, fully paid and nonassessable. The shares of Common Stock and shares of Series F Preferred issuable upon conversion or redemption of the Series E Preferred Stock, and the shares of Series E Preferred Stock issuable in accordance with this Agreement or the Exchange Agreement have been duly and validly reserved for issuance (except or will be so reserved promptly following the Closing Date), and, upon issuance in accordance with the terms of the certificate of incorporation, as may amended (including, without limitation, pursuant to the Preferred Designation of the Company, shall be limited by bankruptcyduly and validly issued, insolvencyfully paid and nonassessable. Following the Closing Date, fraudulent transferthe Series D Preferred Stock, moratoriumthe Series E Preferred Stock, reorganizationthe Series F Preferred Stock, preference Series G Preferred Stock, Series H Preferred Stock and Series I Preferred Stock (and will entitled the holders thereof to all of such powers, preferences and rights) will have the designations, powers, preferences and rights, and the qualifications, limitations or similar Laws of general applicability relating to or affecting restrictions thereof, as set forth in the rights of creditors of insurance companies or of creditors generally and subject to general principles of equity (regardless of whether enforcement is sought in equity or at law) (the “Bankruptcy and Equity Exceptions”))Preferred Designation.

Authorization of Transaction. (a) Each of Seller, each Acquired Company and each Such Seller Party has all the requisite corporate or other organizational power and authority to execute, execute and deliver and perform its obligations under this Agreement and the Ancillary Related Agreements (to which it is or will contemplated to be a party, ) and to consummate the transactions contemplated hereby perform its obligations hereunder and therebythereunder. The execution, execution and delivery and performance by Seller, each Acquired Company and each Seller Party of this Agreement and the Ancillary Related Agreements (to which it is or will contemplated to be a party, ) and the consummation by performance of such parties of the transactions contemplated hereby Seller's obligations hereunder and thereby thereunder have been and, in the case of the Ancillary Agreements, will be at Closing, duly and validly authorized and approved by all necessary corporate or other organizational required action on the part of Seller, the Acquired Companies and the such Seller Parties and no other corporate or other organizational proceedings on the part of Seller, any Acquired Company or any such Seller Party are or, in the case of the Ancillary Agreements, will be, necessary to authorize the execution, delivery and performance by Seller, any Acquired Company or any Seller Party of this Agreement or and the Ancillary Related Agreements (to which it is or will contemplated to be a party, or to consummate the transactions contemplated hereby or thereby. (b) ). This Agreement has been, and upon execution and delivery of the Ancillary Related Agreements (to which Seller, each Acquired Company and each Seller Party it is or will contemplated to be a party, such Ancillary Agreements ) have been or will be, as applicable, duly executed and delivered by Seller, each Acquired Company such Seller and each Seller Party that is a party thereto, and this Agreement constitutes, and upon execution and delivery of the Ancillary Agreements to which Seller, each Acquired Company and each Seller Party is or will be a party, such Ancillary Agreements will constitute (assuming due authorization, execution and delivery of this Agreement and the Related Agreements (to which it is contemplated to be a party) by each party of the other than Sellerparties hereto and thereto, the Acquired Companies and each Seller Party to such Ancillary Agreement), the legal, a valid and binding obligation of such Seller, each Acquired Company and each Seller Party, in each case enforceable against each party thereto such Seller in accordance with its terms (except as may be limited by their terms, subject to applicable bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization, preference moratorium or similar Laws of general applicability other laws relating to or affecting the rights of creditors of insurance companies or and remedies of creditors generally and subject to general principles of equity (regardless of whether enforcement is sought considered in a proceeding in equity or at law) (the “Bankruptcy and Equity Exceptions”)Law). (b) In the event such Seller is married and his or her shares of Class A Common Stock or Series B Preference Stock, as applicable, or Options constitute community property or otherwise would require spousal or other approval for any provision of this Agreement and the Related Agreements (to which it is contemplated to be a party) to be legal, valid and binding, this Agreement and the Related Agreements (to which it is contemplated to be a party) have been or will be, as applicable, duly authorized, executed and delivered by, and each constitutes, assuming due authorization, execution and delivery of this Agreement and the Related Agreements (to which it is contemplated to be a party) by each of the other parties hereto and thereto (other than such Seller's spouse), a legal, valid and binding agreement of, such Seller's spouse or such other person, enforceable against such spouse or other person in accordance with its terms. (c) No trust of which such Seller is a trustee requires the consent of any beneficiary to the execution and delivery of this Agreement or the Related Agreements (to which it is contemplated to be a party) to the consummation of the transactions contemplated hereby and thereby.

Authorization of Transaction. (a) Each of Seller, each Acquired The Company and each Seller Party has all requisite the full corporate or other organizational power and authority to execute, deliver and perform its obligations under this Agreement and the Ancillary Agreements Agreements; to which it is or will be a partyperform its obligations hereunder and thereunder, and to consummate carry out the transactions contemplated hereby and thereby. The executionAll necessary action, delivery and performance by Seller, each Acquired Company and each Seller Party of this Agreement and the Ancillary Agreements to which it is or will be a party, and the consummation by such parties of the transactions contemplated hereby and thereby have been and, in the case of the Ancillary Agreements, will be at Closing, duly and validly authorized by all necessary corporate or other organizational action on otherwise, has been taken by the part of Seller, the Acquired Companies and the Seller Parties and no other corporate or other organizational proceedings on the part of Seller, any Acquired Company or any Seller Party are or, in the case of the Ancillary Agreements, will be, necessary to authorize the execution, delivery and performance by Seller, any Acquired Company or any Seller Party of this Agreement or and each of the Ancillary Agreements to which it is or will be a party, or to consummate and the transactions contemplated hereby or and thereby. (b) . This Agreement has been, and upon execution and delivery of the each Ancillary Agreements to which Seller, each Acquired Company and each Seller Party is or Agreement will be a party, such Ancillary Agreements will beat the Closing, duly executed and delivered by Seller, each Acquired the Company and each Seller Party that is a party thereto, and this Agreement constitutes, and upon execution and delivery of the Ancillary Agreements to which Seller, each Acquired Company and each Seller Party is Ancillary Agreement is, or upon the Closing will be a party, such Ancillary Agreements will constitute (assuming due authorization, execution and delivery by each party other than Seller, the Acquired Companies and each Seller Party to such Ancillary Agreement)be, the legal, valid and binding obligation of Sellerthe Company, each Acquired Company and each Seller Party, in each case enforceable against each party thereto the Company in accordance with its terms their terms, except (except i) as such enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization, preference reorganization or similar Laws laws affecting creditors’ rights generally, and (ii) that the remedy of general applicability relating to or affecting the rights specific performance and injunctive and other forms of creditors of insurance companies or of creditors generally and equitable relief may be subject to general principles the equitable defenses and to the discretion of equity the court before which any proceeding therefore may be brought. (regardless b) The Board of whether enforcement is sought Directors of the Company, at a meeting duly called and held, or through an action by written consent, unanimously has (i) approved the Merger in equity accordance with the provisions of the MBCA, (ii) approved this Agreement, the Merger and the other transactions contemplated hereby, (iii) authorized the execution and delivery of this Agreement and the other Ancillary Agreements, (iv) directed that this Agreement and the Merger be submitted to the Company Shareholders for their approval and (v) resolved to recommend that the Company Shareholders vote in favor of the approval of this Agreement and the Merger. Except for approval of the Company’s Shareholders, all other necessary action, corporate or at law) (otherwise, has been taken by the “Bankruptcy Company to approve the Merger and Equity Exceptions”))to authorize the execution, delivery and performance of this Agreement and the Ancillary Agreements.

Authorization of Transaction. (ai) Each of Seller, each Acquired Company and each Seller Party has all requisite corporate or other organizational power and authority to executeexecute and deliver this Agreement, deliver and perform its obligations under this Agreement and and, subject to the Ancillary Agreements to which it is or will be a partyRequisite Stockholder Approvals, and to consummate the transactions contemplated hereby and therebyhereby. The executionBoard of Directors of Edisto, delivery has approved this Agreement and performance by Seller, each Acquired Company Merger 1 in accordance with the applicable provisions of the DGCL and each Seller Party (A) recommended approval of this Agreement and Merger 1 by the Ancillary Agreements to which it is or will be a partyEdisto Stockholders, and (B) duly and validly authorized the execution and delivery of this Agreement by Edisto and the consummation by such parties Edisto of the transactions contemplated hereby hereby. The Board of Directors of Convest has approved this Agreement and thereby have been and, Merger 2 in accordance with the case applicable provisions of the Ancillary AgreementsTBCA and (A) recommended approval of this Agreement and Merger 2 by the Convest Stockholders, will be at Closing, and (B) duly and validly authorized the execution and delivery of this Agreement by all necessary corporate or other organizational action on the part of Seller, the Acquired Companies Convest and the Seller Parties and consummation by Convest of the transactions contemplated hereby. Except for the Requisite Stockholder Approvals, no other corporate or other organizational proceedings on the part of Seller, any Acquired Company or any either Seller Party are or, in the case of the Ancillary Agreements, will be, necessary to authorize the execution, delivery and performance by Seller, any Acquired Company or any Seller Party of this Agreement or the Ancillary Agreements to which it is or will be a party, or to consummate the transactions contemplated hereby or thereby. (b) so contemplated. This Agreement has been, and upon execution and delivery of the Ancillary Agreements to which Seller, each Acquired Company and each Seller Party is or will be a party, such Ancillary Agreements will be, been duly executed and delivered by Seller, each Acquired Company and on behalf of each Seller Party that is a party theretoand, and this Agreement constitutessubject to the Requisite Stockholder Approvals, and upon execution and delivery of constitutes the Ancillary Agreements to which Seller, each Acquired Company and each Seller Party is or will be a party, such Ancillary Agreements will constitute (assuming due authorization, execution and delivery by each party other than Seller, the Acquired Companies and each Seller Party to such Ancillary Agreement), the legal, valid and legally binding obligation of each Seller, each Acquired Company and each Seller Party, in each case enforceable against each party thereto Seller in accordance with its terms and conditions, except that (except as A) such enforcement may be limited by subject to bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization, preference moratorium or other similar Laws of general applicability laws 16 now or hereafter in effect relating to or affecting the creditors' rights of creditors of insurance companies or of creditors generally and (B) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to general principles equitable defenses and to the discretion of equity the court before which any proceeding therefor may be brought. (regardless ii) The only votes of whether enforcement is sought Edisto Stockholders required to adopt the Agreement and approve Merger 1 are the affirmative vote of the holders of a majority of Edisto Common Stock pursuant to Section 216 of the DGCL, Edisto's Restated Certificate of Incorporation, as amended, and Section 5 of Edisto's By-laws, represented in equity person or by proxy, at law) (a stockholder meeting called by Edisto for the “Bankruptcy purpose of considering and Equity Exceptions”)).voting upon the Agreement and Merger 1 or by written consent in lieu of a meeting pursuant to Section 228 of the DGCL and in accordance with Edisto's Restated Certificate of Incorporation, as amended; the only votes of Convest Stockholders required to adopt the Agreement and approve Merger 2 are the affirmative vote of the holders of two-thirds of the outstanding shares of Convest Common Stock pursuant to Article XII.A. of Convest's Articles of Incorporation and Article 5.03 of the TBCA, represented in person or by proxy, at a stockholder meeting called by Convest for the purpose of considering and voting upon the Agreement and Merger 2 or by written consent in lieu of a meeting pursuant to Article XII.B. of Convest's Articles of Incorporation and Article

Authorization of Transaction. (a) Each of Seller, each Acquired Company and each Seller Party has all requisite corporate or other organizational power and authority to execute, deliver and perform its obligations under this Agreement and the Ancillary Agreements to which it is or will be a party, and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by Seller, each Acquired Company and each Seller Party ASA Acquisition of this Agreement and the Ancillary Agreements to which it is or will be a party, and the consummation by such parties ASA Acquisition of the transactions contemplated hereby and thereby are within ASA Acquisition's corporate powers and, except as set forth in the next succeeding sentence of this Section 6.3, have been and, in the case of the Ancillary Agreements, will be at Closing, duly and validly authorized by all necessary corporate or other organizational action on the part of Seller, the Acquired Companies and the Seller Parties and no other corporate or other organizational proceedings on the part of Seller, any Acquired Company or any Seller Party are or, in the case action. The affirmative vote of the Ancillary Agreements, will be, holders of a majority of the outstanding ASA Acquisition Shares entitled to vote on this Agreement (the "ASA Acquisition Requisite Vote") is the only vote of any class or series of ASA Acquisition's capital stock necessary to authorize the execution, delivery approve and performance by Seller, any Acquired Company or any Seller Party of adopt this Agreement or the Ancillary Agreements to which it is or will be a party, or to consummate and the transactions contemplated hereby or thereby. (b) by this Agreement. This Agreement has been, and upon execution and delivery of the Ancillary Agreements to which Seller, each Acquired Company and each Seller Party is or will be a party, such Ancillary Agreements will be, been duly executed and delivered by Seller, each Acquired Company ASA Acquisition and each Seller Party that is constitutes a party thereto, and this Agreement constitutes, and upon execution and delivery of the Ancillary Agreements to which Seller, each Acquired Company and each Seller Party is or will be a party, such Ancillary Agreements will constitute (assuming due authorization, execution and delivery by each party other than Seller, the Acquired Companies and each Seller Party to such Ancillary Agreement), the legal, valid and binding obligation agreement of SellerASA Acquisition, each Acquired Company and each Seller Party, in each case enforceable against each party thereto ASA Acquisition in accordance with its terms (except as may be limited by subject to applicable bankruptcy, insolvency, fraudulent transferreorganization, moratorium, reorganization, preference or fraudulent transfer and other similar Laws of general applicability relating laws affecting creditors' rights generally from time to or affecting the rights of creditors of insurance companies or of creditors generally time in effect and subject to general principles of equity (equity, including concepts of materiality, reasonableness, good faith and fair dealing, regardless of whether enforcement is sought in a proceeding at equity or at law) (the “Bankruptcy and Equity Exceptions”)). (b) The Board has duly and validly authorized the execution and delivery of this Agreement and approved the consummation of the transactions contemplated hereby, and taken all corporate actions required to be taken by the Board for the consummation of the transactions, including the Merger, contemplated hereby and has resolved to (i) deem this Agreement and the transactions contemplated hereby, including the Merger, taken together, advisable and fair to, and in the best interests of, ASA Acquisition and its shareholders and (ii) recommend that the shareholders of ASA Acquisition approve and adopt this Agreement. The Board has directed that this Agreement be submitted to the shareholders of ASA Acquisition for their approval.

Authorization of Transaction. (a) Each of Seller, each Acquired Company and each Seller Party has all requisite necessary power and authority (including, if such Seller is an entity, full corporate or other organizational entity power and authority authority, and if such Seller is a natural person, full legal capacity) to execute, execute and deliver and perform its obligations under this Agreement and the Ancillary Agreements other Transaction Documents to which it such Seller is or will be a party, party and to consummate perform his, her, or its obligations hereunder and thereunder. If such Seller is an entity, the transactions contemplated hereby execution and thereby. The execution, delivery and performance by Seller, each Acquired Company and each Seller Party of this Agreement and each of the Ancillary Agreements other Transaction Documents to which it Target is or will be a party, and the performance of its obligations and consummation by such parties of the transactions contemplated hereby and thereby have been andbeen, in the case of the Ancillary Agreements, or will be at Closingthe time of execution, as the case may be, duly and validly authorized by all necessary corporate or other organizational action on the part of Seller, the Acquired Companies and the Seller Parties and no . No other corporate actions or other organizational proceedings on the part of Seller, any Acquired Company or any Seller Party are or, in necessary to consummate the case transactions contemplated by this Agreement and each of the Ancillary Agreements, will be, necessary to authorize the execution, delivery and performance by Seller, any Acquired Company or any Seller Party of this Agreement or the Ancillary Agreements other Transaction Documents to which it Seller is or will be a party, or to consummate the transactions contemplated hereby or thereby. (b) . This Agreement has been, and upon execution and delivery each of the Ancillary Agreements other Transaction Documents to which Seller, each Acquired Company and each Seller Party is or will be a party, such Ancillary Agreements party has been or will be, be duly and validly executed and delivered by SellerSeller and, each Acquired Company and each Seller Party that is a party thereto, and this Agreement constitutes, and upon execution and delivery of the Ancillary Agreements to which Seller, each Acquired Company and each Seller Party is or will be a party, such Ancillary Agreements will constitute (assuming due authorization, execution and delivery by the other parties to this Agreement and each party of the other than SellerTransaction Documents to which Seller is or will be a party, the Acquired Companies Agreement and each of the other Transaction Documents to which Seller Party to is or will be a party will constitute, upon such Ancillary Agreement)execution and delivery, the legal, valid and legally binding obligation of Seller, each Acquired Company and each Seller Party, in each case enforceable against each party thereto in accordance with its terms (and conditions, except as such enforceability may be limited by applicable bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization, preference moratorium or other similar Laws of general applicability relating to or affecting the enforcement of creditors’ rights of creditors of insurance companies or of creditors generally generally, and subject to general principles of equity (regardless of whether enforcement such enforceability is sought considered in equity a proceeding in Law or at lawequity) (the “Bankruptcy and Equity Exceptions”)). Except as required by the HSR Act, Seller need not give any notice to, make any filing with, or obtain any authorization, consent, or approval of any Governmental Entity in order to consummate the transactions contemplated by this Agreement.

Authorization of Transaction. (a) Each of Seller, each Acquired The Company and each Seller Party has all requisite full corporate or other organizational power and authority to execute, execute and deliver and perform its obligations under this Agreement and the Ancillary Agreements to which it the Company is or will be a party, party and to consummate the transactions contemplated hereby and therebyTransaction. The execution, delivery and performance by Seller, each Acquired the Company and each Seller Party of this Agreement and the Ancillary Agreements to which it the Company is or will be a party, party and the consummation by such parties of the transactions contemplated hereby and thereby Transaction have been and, in the case of the Ancillary Agreements, will be at Closing, duly and validly authorized and approved by all necessary requisite corporate or other organizational action on the part of Sellerthe Company, including all corporate action required to be taken by the Acquired Companies and the Seller Parties Stockholders, and no other approval or other proceedings (corporate or other organizational proceedings otherwise) on the part of Seller, any Acquired the Company or any Seller Party are or, in the case of the Ancillary Agreements, will be, necessary to approve and authorize the execution, delivery and or performance by Seller, any Acquired Company or any Seller Party of this Agreement or and the Ancillary Agreements to which it the Company is or will be a party, or to consummate party and the transactions contemplated hereby or thereby. (b) consummation of the Transaction. This Agreement has been, and upon execution and delivery of the Ancillary Agreements to which Seller, each Acquired Company and each Seller Party is or will be a party, such Ancillary Agreements will be, been duly executed and delivered by Seller, each Acquired Company and each Seller Party that is a party theretothe Company, and this Agreement constitutes, and upon execution and delivery of the Ancillary Agreements to which Seller, each Acquired Company and each Seller Party is or will be constitutes a party, such Ancillary Agreements will constitute (assuming due authorization, execution and delivery by each party other than Seller, the Acquired Companies and each Seller Party to such Ancillary Agreement), the legal, valid and binding obligation of Seller, each Acquired the Company and each Seller Party, in each case enforceable against each party thereto it in accordance with its terms (terms, except as enforceability hereof or thereof may be limited by bankruptcy, insolvency, fraudulent transferreorganization, moratoriummoratorium or other Legal Requirements affecting creditors' rights generally and limitations on the availability of equitable remedies. As of the Closing, the Ancillary Agreements to which the Company is a party will have been duly executed and delivered by the Company, and each such Ancillary Agreement will constitute a legal, valid and binding agreement of the Company enforceable against it in accordance with its terms, except as enforceability hereof or thereof may be limited by bankruptcy, insolvency, reorganization, preference moratorium or similar Laws other Legal Requirements affecting creditors' rights generally and limitations on the availability of general applicability relating equitable remedies. (b) The Board of Directors of the Company, by unanimous written consent, has (i) determined that this Agreement and the Transaction (including the Merger) are advisable, fair to and in the best interests of the Company and the Stockholders, (ii) approved and adopted this Agreement and the Transaction (including the Merger), (iii) recommended the approval and adoption of this Agreement and the Transaction (including the Merger) by the Stockholders, and (iv) directed that this Agreement and the Transaction (including the Merger) be submitted to the Stockholders for approval. (c) The Stockholders listed on Schedule 4.2(c), representing holders of a number of shares of Common Stock of the Company equal to or affecting exceeding the rights Approval Threshold, have voted all of creditors their shares of insurance companies capital stock of the Company, or executed a written consent, in favor of creditors generally approving this Agreement, the Ancillary Agreements and subject the Transaction (including the Merger) and by doing so have waived any Dissenter's Rights with respect to general principles of equity the Transaction (regardless of whether enforcement is sought in equity or at law) (including the “Bankruptcy and Equity Exceptions”)Merger).

Authorization of Transaction. (a) Each of Seller, each Acquired The Company has full corporate power and each Seller Party authority and has taken all requisite corporate or other organizational power action to enable it to execute and authority deliver this Agreement, and, subject to executeobtaining the Company Stockholders Approval, deliver and perform its obligations under to enter into this Agreement and the Ancillary Agreements to which it is or will be a party, and to consummate the transactions contemplated hereby and therebyto perform its obligations hereunder. The execution, delivery and performance by Seller, each Acquired Company and each Seller Party of this Agreement and the Ancillary Agreements to which it is or will be a party, and the consummation by such parties of the transactions contemplated hereby and thereby have been and, in the case of the Ancillary Agreements, will be at Closing, duly and validly authorized by all necessary corporate or other organizational action on the part of Seller, the Acquired Companies and the Seller Parties and no other corporate or other organizational proceedings on the part of Seller, any Acquired Company or any Seller Party are or, in the case of the Ancillary Agreements, will be, necessary to authorize the execution, delivery and performance by Seller, any Acquired Company or any Seller Party of this Agreement or the Ancillary Agreements to which it is or will be a party, or to consummate the transactions contemplated hereby or thereby. (b) This Agreement has beenbeen duly authorized, and upon execution and delivery of the Ancillary Agreements to which Seller, each Acquired Company and each Seller Party is or will be a party, such Ancillary Agreements will be, duly executed and delivered by Sellerthe Company and, each Acquired Company and each Seller Party that is a party thereto, and this Agreement constitutes, and upon execution and delivery of assuming the Ancillary Agreements to which Seller, each Acquired Company and each Seller Party is or will be a party, such Ancillary Agreements will constitute (assuming due authorization, execution and delivery thereof by each party other than Sellerthe Parent and the Merger Subsidiary, the Acquired Companies and each Seller Party to such Ancillary Agreement), the legal, constitutes a valid and legally binding obligation agreement of Seller, each Acquired the Company and each Seller Party, in each case enforceable against each party thereto the Company in accordance with its terms terms, except that (except as i) such enforcement may be limited by applicable bankruptcy, insolvency, fraudulent transferreorganization, moratorium, reorganization, preference fraudulent transfer or similar Laws of general applicability relating to or affecting the enforcement of creditors’ rights of creditors of insurance companies or of creditors generally and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to general principles equitable defenses and to the discretion of equity the court before which any proceeding therefor may be brought. (regardless b) In connection with its adoption of whether enforcement is sought the resolutions of the Board of Directors of the Company described in equity the Preamble to this Agreement, the Board of Directors of the Company received the opinion of Brookwood referenced in Section 3.21. (c) The Company has taken all action required to be taken by it in order to exempt this Agreement and the transactions contemplated hereby from, and this Agreement, and the transactions contemplated hereby are exempt from, the requirements of any “moratorium,” “control share,” “fair price,” “affiliate transaction,” “business combination” or at law) other anti takeover Laws of the State of South Carolina, including Chapter 2 of Title 35 of the 1976 Code of Laws of South Carolina, as amended (the “Bankruptcy and Equity ExceptionsSC Code”)). The Company has taken all action required to be taken by it in order to make this Agreement and the transactions contemplated hereby comply with, and this Agreement, and the transactions contemplated hereby do comply with, the requirements of any articles, sections or provisions of its articles of incorporation and bylaws concerning “business combination,” “fair price,” “voting requirement,” “constituency requirement” or other related provisions.

Authorization of Transaction. (a) Each of Seller, each Acquired Company and each Seller Party has all requisite corporate or other organizational power and authority Subject to execute, deliver and perform its obligations under this Agreement and the Ancillary Agreements to which it is or will be a party, and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by Seller, each Acquired Company and each Seller Party approval of this Agreement and the Ancillary Agreements Contemplated Transactions by the shareholders of Seller having become effective in accordance with all Legal Requirements, Seller has full power and authority (including full corporate power and authority) to which it is or will be a party, execute and deliver this Agreement and to perform its obligations hereunder. Subject to the approval of this Agreement and the consummation Contemplated Transactions by such parties the shareholders of Seller having become effective in accordance with all Legal Requirements, this Agreement constitutes the transactions contemplated hereby valid and thereby have been and, in the case of the Ancillary Agreements, will be at Closing, duly and validly authorized by all necessary corporate or other organizational action on the part legally binding obligation of Seller, enforceable in accordance with its terms and conditions, subject in each case to the Acquired Companies effect of applicable bankruptcy, reorganization, insolvency, moratorium or similar laws affecting creditors’ rights generally and subject to the effect of general principles of equity, including, without limitation, the possible unavailability of specific performance or injunctive relief, regardless of whether considered in a proceeding in equity or at law. Subject to the approval of this Agreement and the Contemplated Transactions by the shareholders of Seller Parties and no other corporate or other organizational proceedings on the part of Sellerhaving become effective in accordance all Legal Requirements, any Acquired Company or any Seller Party are or, in the case of the Ancillary Agreements, will be, necessary to authorize the execution, delivery and performance by Seller, any Acquired Company or any Seller Party of this Agreement or the Ancillary Agreements to which it is or will be a party, or to consummate the transactions and all other agreements contemplated hereby or thereby. (b) This Agreement has beenhave been duly authorized by Seller. The shareholder consents set forth in Section 3.2 of the Disclosure Schedule constitute the valid consents of shareholders of Seller holding not less than 51.8% of the voting power of Seller entitled to approve the Contemplated Transactions, and upon execution and delivery the resolution of Seller’s board of directors set forth in Section 3.2 of the Ancillary Agreements to which Seller, each Acquired Company and each Seller Party is or will be Disclosure Schedule constitutes a party, such Ancillary Agreements will bevalid, duly executed adopted resolution of such board satisfying any Legal Requirement that Seller’s board of directors make a recommendation concerning approval of this Agreement and delivered the Contemplated Transactions by Seller, each Acquired Company and each Seller Party that is a party thereto, and this Agreement constitutes, and upon execution and delivery of the Ancillary Agreements to which Seller, each Acquired Company and each Seller Party is or will be a party, such Ancillary Agreements will constitute (assuming due authorization, execution and delivery by each party other than Seller, the Acquired Companies and each Seller Party to such Ancillary Agreement), the legal, valid and binding obligation of Seller, each Acquired Company and each Seller Party, in each case enforceable against each party thereto in accordance with its terms (except as may be limited by bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization, preference or similar Laws of general applicability relating to or affecting the rights of creditors of insurance companies or of creditors generally and subject to general principles of equity (regardless of whether enforcement is sought in equity or at law) (the “Bankruptcy and Equity Exceptions”))’s shareholders.

Authorization of Transaction. (a) Each of Seller, each Acquired Company and each Seller Party the Parent Parties has all requisite corporate or other organizational power and authority to execute, execute and deliver this Agreement and to perform its obligations under this Agreement hereunder and will have all requisite power and authority to execute and deliver the Ancillary Agreements to which it is or will be a party, and to consummate the transactions other agreements contemplated hereby and therebyto perform its obligations thereunder at the time such agreements are executed. The execution, execution and delivery and performance by Seller, each Acquired Company and each Seller Party of this Agreement and the Ancillary Agreements to which it is or will be a party, and performance by each of the consummation by such parties Parent Parties of the transactions contemplated hereby and thereby have been and, in the case of the Ancillary Agreements, will be at Closing, duly and validly authorized by all necessary corporate or other organizational action on the part of Seller, the Acquired Companies and the Seller Parties execution and no other corporate or other organizational proceedings on the part of Seller, any Acquired Company or any Seller Party are or, in the case delivery of the Ancillary Agreements, will be, necessary to authorize other agreements contemplated hereby and the execution, delivery and performance by Seller, any Acquired Company or any Seller Party each of this Agreement or the Ancillary Agreements to which it is or will be a party, or to consummate Parent Parties of the transactions contemplated hereby or thereby. (b) thereby will have been duly and validly authorized by all necessary action at the time such agreements are executed. This Agreement has been, and upon execution and delivery of the Ancillary Agreements to which Seller, each Acquired Company and each Seller Party is or will be a party, such Ancillary Agreements other agreements contemplated hereby will be, at the time of their execution, duly and validly executed and delivered by Seller, each Acquired Company and each Seller Party that is a party theretoof the Parent Parties, and this Agreement constitutes, and upon execution and delivery of the Ancillary Agreements to which Seller, each Acquired Company and each Seller Party is or other agreements contemplated hereby will be a party, such Ancillary Agreements will constitute (assuming due authorization, execution and delivery by each party other than Sellerconstitute, the Acquired Companies and each Seller Party to such Ancillary Agreement), the legal, valid and binding obligation obligations of Sellereach of the Parent Parties, each Acquired Company and each Seller Party, in each case enforceable against each party thereto of the Parent Parties in accordance with its terms (their respective terms, except as enforceability may be limited by applicable bankruptcy, insolvency, fraudulent transferreorganization, moratorium, reorganization, preference fraudulent transfer or similar Laws laws of general applicability relating to application now or hereafter in effect affecting the rights and remedies of creditors of insurance companies or of creditors generally and subject to by general principles of equity (regardless of whether enforcement is sought in equity a proceeding at law or at law) (the “Bankruptcy and Equity Exceptions”)in equity). (b) The board of directors of each of the Parent Parties (i) has unanimously adopted the plan of merger set forth in this Agreement and approved this Agreement and the other transactions contemplated by this Agreement (including the issuance of the Transaction Shares in connection with the Merger) and (ii) has declared that the Merger and this Agreement and the other transactions contemplated by this Agreement are advisable, and in the case of Merger Sub, recommended that the sole shareholder of Merger Sub adopt this Agreement. At the Closing Date, this Agreement shall have been adopted by the written consent of the Parent as the sole shareholder of Merger Sub.

Authorization of Transaction. (a) Each of Seller, each Acquired The Company and each Seller Party has all requisite corporate or other organizational power and authority to execute, execute and deliver and perform its obligations under this Agreement and the Ancillary Agreements other agreements contemplated hereby to which it is or will be a party, party and to consummate the transactions contemplated hereby perform its obligations hereunder and therebythereunder. The execution, execution and delivery and performance by Seller, each Acquired the Company and each Seller Party of this Agreement and the Ancillary Agreements other agreements contemplated hereby to which it is or will be a partyparty and, subject to obtaining the Requisite Stockholder Approval, which is the only approval required from the Company Stockholders, the performance by the Company of its obligations pursuant to this Agreement and the consummation by such parties the Company of the transactions contemplated hereby and thereby have been and, in the case of the Ancillary Agreements, will be at Closing, duly and validly authorized by all necessary corporate or other organizational action on the part of Sellerthe Company. Without limiting the generality of the foregoing, the Acquired Companies board of directors of the Company (the “Company Board”), by the unanimous vote of all directors (i) determined that the Merger is advisable, fair and in the best interests of the Company and its stockholders, (ii) adopted this Agreement in accordance with the provisions of the Delaware General Corporation Law and any other applicable Law, and (iii) directed that this Agreement and the Seller Parties and no other corporate or other organizational proceedings on Merger be submitted to the part of Seller, any Acquired Company or any Seller Party are or, in the case stockholders of the Ancillary Agreements, will be, necessary Company for their adoption and approval and resolved to authorize recommend that the execution, delivery and performance by Seller, any Acquired stockholders of the Company or any Seller Party vote in favor of the adoption of this Agreement or and the Ancillary Agreements approval of the Merger. This Agreement and all other agreements contemplated hereby to which it the Company is a party have been or will be a party, or to consummate the transactions contemplated hereby or thereby. (b) This Agreement has been, and upon execution and delivery as of the Ancillary Agreements to which Seller, each Acquired Company Closing Date duly and each Seller Party is or will be a party, such Ancillary Agreements will be, duly validly executed and delivered by Sellerthe Company and, each Acquired Company and each Seller Party that is a party thereto, and this Agreement constitutes, and upon execution and delivery of assuming the Ancillary Agreements to which Seller, each Acquired Company and each Seller Party is or will be a party, such Ancillary Agreements will constitute (assuming due authorization, execution and delivery by each party the other than Sellerparties hereto and thereto, the Acquired Companies and each Seller Party to such Ancillary Agreement), the legal, constitutes or will constitute a valid and binding obligation of Sellerthe Company, each Acquired Company and each Seller Party, in each case enforceable against each party thereto the Company in accordance with its terms (their respective terms, except as may be limited by bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization, preference reorganization or other similar Laws of general applicability now or hereafter in effect relating to or affecting the creditors’ rights of creditors of insurance companies or of creditors generally generally, and subject to general equitable principles of equity (regardless of whether enforcement is sought considered in equity or at law) (the “Bankruptcy and Equity Enforceability Exceptions”)).

Authorization of Transaction. (a) Each member of Seller, each Acquired Company and each Seller Party the Buyer Group has all requisite corporate or other organizational power and authority to execute, execute and deliver and perform its obligations under this Agreement and the Ancillary Agreements to which it is or will be a partyAgreements, and to consummate the transactions contemplated hereby perform its obligations hereunder and therebythereunder. The executionexecution and delivery by Buyer of this Agreement, delivery and the performance by Seller, each Acquired Company and each Seller Party Buyer of this Agreement and the Ancillary Agreements to which it is or will be a partyits obligations hereunder, and the consummation by such parties Buyer of the transactions contemplated hereby and thereby hereby, have been and, in the case of the Ancillary Agreements, will be at Closing, duly and validly authorized by all necessary corporate or other organizational action on the part of Seller, the Acquired Companies and the Seller Parties and no other corporate or other organizational proceedings on the part of Seller, any Acquired Company or any Seller Party are or, in the case of the Ancillary Agreements, will be, necessary to authorize the execution, delivery and performance by Seller, any Acquired Company or any Seller Party of this Agreement or the Ancillary Agreements to which it is or will be a party, or to consummate the transactions contemplated hereby or thereby. (b) This Agreement has been, and upon Buyer. The execution and delivery of the Ancillary Agreements to which Sellerby Buyer or any Buyer Subsidiary, as applicable, and the performance by Buyer or such Buyer Subsidiary, as applicable, of the Ancillary Agreements and its obligations thereunder and the consummation by Buyer or such Buyer Subsidiary, as applicable, of the transactions contemplated thereby have been duly and validly authorized by all necessary action on the part of Buyer or the Buyer Subsidiary, as applicable. This Agreement has been, and, when executed, each Acquired Company and each Seller Party is or will be a party, such Ancillary Agreements Agreement will be, duly and validly executed and delivered by SellerBuyer or any Buyer Subsidiary, each Acquired Company as applicable, and, assuming this Agreement and each Seller Party that is a party thereto, and this Ancillary Agreement constitutes, and upon execution and delivery of the Ancillary Agreements to which Seller, each Acquired Company and each Seller Party is constitutes or will be a partyconstitute, such Ancillary Agreements will constitute (assuming due authorization, execution and delivery by each party other than Selleras the case may be, the Acquired Companies and each Seller Party to such Ancillary Agreement), the legal, valid and binding obligation of SellerSeller and the Seller Subsidiaries, each Acquired Company as applicable, such agreement constitutes or will constitute, as the case may be, a valid and each Seller Partybinding obligation of Buyer or such Buyer Subsidiary, in each case as applicable, enforceable against each party thereto Buyer or such Buyer Subsidiary, as applicable, in accordance with its terms (terms, except as enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization, preference moratorium or other similar Laws of general applicability laws relating to or affecting the rights of creditors of insurance companies or of creditors generally and subject by equitable principles, including those limiting the availability of specific performance, injunctive relief and other equitable remedies and those providing for equitable defenses. (b) The execution, delivery and performance of this Agreement and the Ancillary Agreements, and the consummation of the transactions contemplated hereby and thereby, do not require any action to general principles of equity (regardless of whether enforcement is sought in equity or at law) (the “Bankruptcy and Equity Exceptions”))be taken by Buyer’s shareholders.

Authorization of Transaction. (a) Each of Seller, each Acquired Company and each Seller Party has all requisite corporate or other organizational power and authority to execute, deliver and perform its obligations under this Agreement and the Ancillary Agreements to which it is or will be a party, and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by Seller, each Acquired Company and each Seller Party of this Agreement and the Ancillary Agreements to which it is or will be a party, and the consummation by such parties Upon approval of the transactions contemplated hereby and thereby have been andParent's Board of Directors, in the case of the Ancillary Agreements, will be at Closing, duly and validly authorized by all necessary corporate or other organizational action on the part of Seller, the Acquired Companies and the Seller Parties and no other corporate or other organizational proceedings on the part of Seller, any Acquired Company or any Seller Party are or, in the case of the Ancillary Agreements, will be, necessary to authorize the execution, delivery and performance by Seller, any Acquired Company or any Seller Party of this Agreement or the Ancillary Agreements to which it is or by Parent will be a partyduly and validly authorized and approved by Parent, and the execution, delivery and performance of this Agreement by Merger Sub will be duly and validly approved by Parent as the sole stockholder of Merger Sub. No vote or to consummate approval by the stockholders of Parent of this Agreement, the transactions contemplated hereby or thereby. of the issuance of Parent Common Stock contemplated hereby is required pursuant to statute, rules of the Nasdaq, contract, the bylaws or charter of Parent, or otherwise. Upon approval of the Parent's Board of Directors, each of Parent and Merger Sub will have full power and authority (bincluding full corporate power and authority) to execute and deliver the Transaction Documents and to perform its obligations hereunder and thereunder. This Agreement has been, and upon execution and delivery of at the Ancillary Agreements to which Seller, each Acquired Company and each Seller Party is or will be a party, such Ancillary Agreements Closing the other Transaction Documents will be, duly executed and delivered by Seller, each Acquired Company of Parent and Merger Sub (to the extent each Seller Party that is a party thereto). Subject to approval of the Parent's Board of Directors, and this Agreement constitutes, and upon execution and delivery of at the Ancillary Agreements to which Seller, each Acquired Company and each Seller Party is or Closing the other Transaction Documents will be a party, such Ancillary Agreements will constitute (assuming due authorization, execution and delivery by each party other than Sellerconstitute, the Acquired Companies and each Seller Party to such Ancillary Agreement), the legal, valid and legally binding obligation of SellerParent and Merger Sub (to the extent each is a party thereto), each Acquired Company and each Seller Party, in each case enforceable against each party thereto in accordance with its their respective terms and conditions, except that (except as i) such enforceability may be limited by subject to bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization, preference moratorium or similar Laws of general applicability other laws, decisions or equitable principles now or hereafter in effect relating to or affecting the enforcement of creditors' rights or debtors' obligations generally, and to general equity principles, and (ii) the remedy of creditors specific performance and injunctive and other forms of insurance companies or of creditors generally and equitable relief may be subject to general principles equitable defenses and to the discretion of equity (regardless of whether enforcement is sought in equity or at law) the court before which any proceeding therefore may be brought (the “Bankruptcy terms of clause (i) and Equity (ii) are sometimes collectively referred to as the "Equitable Exceptions”")). Except for requisite filings and approval pursuant to the ▇▇▇▇-▇▇▇▇▇- ▇▇▇▇▇▇ Act, Nasdaq, and the Securities Act, neither Parent nor Merger Sub need give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order to consummate the transactions contemplated by the Transaction Documents.

Authorization of Transaction. (a) Each of Seller, each Acquired The Company and each Seller Party has all requisite corporate or other organizational power and authority to execute, execute and deliver and perform its obligations under this Agreement and the Ancillary Agreements to which it is the Company is, or at or prior to the Closing will be be, a party, party and to consummate the transactions contemplated hereby perform its obligations hereunder and therebythereunder. The execution, execution and delivery and performance by Seller, each Acquired the Company and each Seller Party of this Agreement and the each such Ancillary Agreements to which it is or will be a party, Agreement and the consummation by such parties the Company of the transactions contemplated hereby and thereby have each been and, in the case of the Ancillary Agreements, will be at Closing, duly and validly authorized by all necessary corporate or other organizational action on the part of Sellerthe Company. Without limiting the generality of the foregoing, the Acquired Companies Board of Directors of the Company, by the unanimous vote of all directors, (i) declared that the Merger is advisable and in the best interests of the Company and the Seller Parties Company Stockholders, (ii) approved this Agreement and no other corporate or other organizational proceedings on the part of Seller, any Acquired Company or any Seller Party are or, Merger in accordance with the case provisions of the Ancillary AgreementsDGCL, will be, necessary to authorize the execution, delivery and performance by Seller, any Acquired Company or any Seller Party of (iii) directed that this Agreement or and the Ancillary Agreements Merger be submitted to which it is or will be a party, or the Company Stockholders for their adoption and approval and resolved to consummate recommend that the transactions contemplated hereby or thereby. (b) Company Stockholders adopt this Agreement and approve the Merger. This Agreement has been, and upon execution and delivery of the Ancillary Agreements to which Seller, each Acquired Company been (and each Seller Party is or will be a party, such Ancillary Agreements will beAgreement, duly when executed and delivered by Sellerthe Company, each Acquired will be) duly and validly executed and delivered by the Company and each Seller Party that is constitutes (or when executed and delivered by the Company will constitute) a party thereto, and this Agreement constitutes, and upon execution and delivery of the Ancillary Agreements to which Seller, each Acquired Company and each Seller Party is or will be a party, such Ancillary Agreements will constitute (assuming due authorization, execution and delivery by each party other than Seller, the Acquired Companies and each Seller Party to such Ancillary Agreement), the legal, valid and binding obligation of Sellerthe Company, each Acquired Company and each Seller Party, in each case enforceable against each party thereto the Company in accordance with its terms (except as may be limited by terms, subject to bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization, preference or moratorium and similar Laws of general applicability relating to or affecting the creditors’ rights of creditors of insurance companies or of creditors generally and subject to general equity principles of equity (regardless of whether enforcement is sought in equity or at law) (collectively, the “Bankruptcy and Equity ExceptionsException”). (b) At least forty-eight (48) hours prior to the execution and delivery of this Agreement, the Company has delivered to each Company Stockholder a complete and accurate copy of the Consent Solicitation. The Consent Solicitation in the form delivered to the Company Stockholders does not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading (provided that the Company makes no representation or warranty regarding any information concerning the Buyer or Merger Sub furnished by the Buyer in writing for inclusion in the Consent Solicitation).

Authorization of Transaction. (a) Each of SellerBuyer has, each Acquired Company and each Seller Party has all of its Affiliates that will at Closing be a party to an Ancillary Agreement will have at Closing, the requisite corporate limited liability or other organizational company power and authority to execute, execute and deliver and perform its obligations under this Agreement and the Ancillary Agreements to which it is a party and, subject to receipt of all Buyer’s Required Consents, to perform its obligations hereunder and thereunder. All limited liability or other company actions or proceedings to be taken by or on the part of Buyer and any of its Affiliates that will at Closing be a partyparty to an Ancillary Agreement to authorize and permit the due execution and valid delivery by Buyer of this Agreement, and to consummate by Buyer and the transactions contemplated hereby and thereby. The executionapplicable Affiliate of Buyer, delivery and performance by Selleras applicable, each Acquired Company and each Seller Party of this Agreement and the Ancillary Agreements to which it is or will a party and the instruments required to be a partyduly executed and validly delivered by Buyer and such Affiliate, as applicable, pursuant hereto and thereto, the performance by Buyer and such Affiliate of its obligations hereunder and thereunder, and the consummation by Buyer and such parties Affiliate, as applicable, of the transactions contemplated hereby herein and thereby therein, have been and, in the case of the Ancillary Agreements, will be at Closing, duly and validly authorized by all necessary corporate or other organizational action on the part of Seller, the Acquired Companies and the Seller Parties and no other corporate or other organizational proceedings on the part of Seller, any Acquired Company or any Seller Party are (or, in the case of the Ancillary Agreementsany such Affiliate of Buyer, will be, necessary to authorize the execution, delivery at Closing have been) duly and performance by Seller, any Acquired Company or any Seller Party of this Agreement or the Ancillary Agreements to which it is or will be a party, or to consummate the transactions contemplated hereby or thereby. (b) properly taken. This Agreement has been, and upon execution and delivery of the Ancillary Agreements to which Seller, each Acquired Company and each Seller Party is or will be a party, such Ancillary Agreements will beat Closing have been, duly executed and validly delivered by Seller, each Acquired Company Buyer and each Seller Party that is a the Affiliates of Buyer party thereto, and this Agreement constitutesas applicable, and upon execution and delivery of constitute the Ancillary Agreements to which Seller, each Acquired Company and each Seller Party is or will be a party, such Ancillary Agreements will constitute (assuming due authorization, execution and delivery by each party other than Seller, the Acquired Companies and each Seller Party to such Ancillary Agreement), the legal, valid and legally binding obligation obligations of SellerBuyer and such Affiliates, each Acquired Company and each Seller Partyas applicable, in each case enforceable against each party thereto in accordance with its their terms (except as may be limited by and conditions, subject to applicable bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization, preference or moratorium and similar Laws laws affecting enforcement of general applicability relating to or affecting the creditors’ rights of creditors of insurance companies or of creditors and remedies generally and subject to general principles of equity (regardless of whether enforcement is sought in equity a proceeding at law or at law) (the “Bankruptcy and Equity Exceptions”)in equity).

Authorization of Transaction. (a) Each of Seller, each Acquired The Company and each Seller Party has all requisite corporate or other organizational power and authority to execute, execute and deliver this Agreement and to perform its obligations under this Agreement and the Ancillary Agreements to which it is or will be a party, and to consummate the transactions contemplated hereby and therebyhereunder. The execution, execution and delivery and performance by Seller, each Acquired the Company and each Seller Party of this Agreement and the Ancillary Agreements Transaction Documentation, and, subject to which it is or will be a partythe adoption of this Agreement and (a) the approval of the adoption of this Agreement and the transactions contemplated hereby, including, without limitation, the Merger, by the stockholders of the Company required by the certificate of incorporation of the Company and under Delaware law and (b) the approvals and waivers set forth in Section 2.3 of the Company Disclosure Schedule (collectively, the “Company Consents”), the consummation by such parties the Company of the transactions contemplated hereby and thereby have been and, in the case of the Ancillary Agreements, will be at Closing, duly and validly authorized by all necessary corporate or other organizational action on the part of Sellerthe Company. Without limiting the generality of the foregoing, the Acquired Companies Board of Directors of the Company has unanimously (a) determined that this Agreement and the Seller Parties transactions contemplated hereby, including, without limitation, the Merger, are fair to and no other corporate or other organizational proceedings on the part of Seller, any Acquired Company or any Seller Party are or, in the case best interests of the Ancillary AgreementsCompany and its stockholders, will be(b) approved and declared advisable this Agreement and the transactions contemplated hereby, necessary including, without limitation, the Merger, (c) directed that this Agreement be submitted to authorize the executionstockholders of the Company for adoption, delivery and performance by Seller, any Acquired Company or any Seller Party (d) resolved to recommend the approval of the adoption of this Agreement or the Ancillary Agreements to which it is or will be a party, or to consummate and the transactions contemplated hereby or thereby. (b) hereby, including, without limitation, the Merger, by the stockholders of the Company. This Agreement has been, been duly and upon execution and delivery of the Ancillary Agreements to which Seller, each Acquired Company and each Seller Party is or will be a party, such Ancillary Agreements will be, duly validly executed and delivered by Seller, each Acquired the Company and each Seller Party that is constitutes a party thereto, and this Agreement constitutes, and upon execution and delivery of the Ancillary Agreements to which Seller, each Acquired Company and each Seller Party is or will be a party, such Ancillary Agreements will constitute (assuming due authorization, execution and delivery by each party other than Seller, the Acquired Companies and each Seller Party to such Ancillary Agreement), the legal, valid and binding obligation of Sellerthe Company, each Acquired Company and each Seller Party, in each case enforceable against each party thereto the Company in accordance with its terms (terms, except as such enforceability may be limited by under applicable bankruptcy, insolvencyinsolvency and similar laws, fraudulent transfer, moratorium, reorganization, preference rules or similar Laws of general applicability relating to or regulations affecting the creditors’ rights of creditors of insurance companies or of creditors and remedies generally and subject to general principles of equity (regardless equity, whether applied in a court of whether enforcement is sought in equity law or at law) (the “Bankruptcy and Equity Exceptions”))a court of equity.

Authorization of Transaction. (a) Each of SellerSeller and, with respect to any applicable Ancillary Agreement to which it is a party, each Acquired Company and each Seller Party has all requisite corporate or other organizational power and authority to execute, deliver and perform its respective obligations under this Agreement and the Ancillary Agreements to which it is or will be a partyAgreements, and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by Seller, Seller and each Acquired Company and each Seller Party of this Agreement and the Ancillary Agreements to which it is or will be they are a party, party and the consummation by such parties Seller and each Acquired Company of the transactions contemplated hereby and thereby have been and, in the case of the Ancillary Agreements, will be at Closing, duly and validly authorized by all necessary corporate or other organizational action on the part of Seller, Seller and the Acquired Companies and the Seller Parties Companies, respectively, and no other corporate or other organizational proceedings on the part of SellerSeller or the Acquired Companies, any Acquired Company or any Seller Party respectively, are or, in the case of the Ancillary Agreements, will be, necessary to authorize the execution, delivery and performance by Seller, any Seller and each Acquired Company or any Seller Party of this Agreement or and the Ancillary Agreements to which it is or will be they are a party, party or to consummate the transactions contemplated hereby or thereby. (b) . This Agreement has been, and upon execution and delivery of the Ancillary Agreements to which Seller, each Acquired Company and each Seller Party is or will be a party, such Ancillary Agreements will be, been duly executed and delivered by SellerSeller and, assuming due authorization, execution and delivery by Buyer, constitutes, and each Ancillary Agreement (to the extent Seller or an Acquired Company and each Seller Party that is a party thereto), when executed and this Agreement constitutes, and upon execution and delivery of delivered by Seller or the Ancillary Agreements to which Seller, each applicable Acquired Company and each Seller Party is or will be a party, such Ancillary Agreements will constitute (assuming due authorization, execution and delivery by each party the other than Seller, the Acquired Companies and each Seller Party to such Ancillary Agreement), the legal, parties thereto) shall constitute a valid and binding obligation of SellerSeller or the applicable Acquired Company, each enforceable against Seller or the applicable Acquired Company and each Seller Party, in each case enforceable against each party thereto in accordance with its terms (terms, except as that such enforcement may be limited by bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization, preference moratorium or other similar Laws of general applicability now or hereafter in effect relating to or affecting the rights and remedies of creditors of insurance companies or of creditors generally and subject to general principles of equity (regardless whether considered in a proceeding at law or in equity) and the discretion of whether enforcement is sought in equity or at law) the court before which any proceeding therefor may be brought (collectively, the “Bankruptcy and Equity ExceptionsPrinciples”)).

Authorization of Transaction. (ai) Each of Seller, each Acquired The Company and each Seller Party has all requisite corporate or other organizational power and authority to execute, execute and deliver and perform its obligations under this Agreement and the Ancillary Agreements to which it is or will be a partyAgreement, and to consummate the transactions contemplated hereby and therebyhereby. The executionBoard of Directors of the Company, delivery at a meeting duly called and performance held and at which a quorum was present and acting throughout by Sellerthe requisite vote of all directors present, each Acquired Company has approved this Agreement and each Seller Party the Merger in accordance with the applicable provisions of the Delaware General Corporation Law and (i) determined that the Merger is fair to and in the best interest of the Company's stockholders, (ii) recommended approval of this Agreement and the Ancillary Agreements to which it is or will be a partyMerger by the Company's stockholders, and (iii) duly and validly authorized the execution and delivery of this Agreement by the Company and the consummation by such parties the Company of the transactions contemplated hereby and thereby have been and, in hereby. Except for the case approval of the Ancillary AgreementsCompany's stockholders, will be at Closing, duly and validly authorized by all necessary corporate or other organizational action on the part of Seller, the Acquired Companies and the Seller Parties and no other corporate or other organizational proceedings on the part of Seller, any Acquired the Company or any Seller Party are or, in the case of the Ancillary Agreements, will be, necessary to authorize the execution, delivery and performance by Seller, any Acquired Company or any Seller Party of this Agreement or the Ancillary Agreements to which it is or will be a party, or to consummate the transactions contemplated hereby or thereby. (b) so contemplated. This Agreement has been, and upon execution and delivery of the Ancillary Agreements to which Seller, each Acquired Company and each Seller Party is or will be a party, such Ancillary Agreements will be, been duly executed and delivered by Seller, each Acquired on behalf of the Company and each Seller Party that is a party thereto, and this Agreement constitutes, and upon execution and delivery of constitutes the Ancillary Agreements to which Seller, each Acquired Company and each Seller Party is or will be a party, such Ancillary Agreements will constitute (assuming due authorization, execution and delivery by each party other than Seller, the Acquired Companies and each Seller Party to such Ancillary Agreement), the legal, valid and legally binding obligation of Sellerthe Company, each Acquired Company and each Seller Party, in each case enforceable against each party thereto the Company in accordance with its terms and conditions, except that (except as i) such enforcement may be limited by subject to bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization, preference moratorium or other similar Laws of general applicability laws now or hereafter in effect relating to or affecting creditors' rights and (ii) the rights remedy of creditors specific performance and injunctive and other forms of insurance companies or of creditors generally and equitable relief may be subject to general principles equitable defenses and to the discretion of equity the court before which any proceeding therefor may be brought. (regardless ii) The only votes of whether enforcement is sought Company Stockholders required to adopt the Agreement are (A) the affirmative vote of the holders of a majority of Company Common Shares pursuant to Section 251 of the Delaware General Corporation Law and (B) the affirmative vote of a majority of the Minority Stockholders, represented in equity person or by proxy, at law) the special stockholder meeting called by the Company for the purpose of considering and voting upon the Merger (collectively, the “Bankruptcy and Equity Exceptions”)"Requisite Company Stockholder Approval").

Authorization of Transaction. (a) Each The board of Seller, each Acquired Company directors of the Parent and each Seller Party has all requisite corporate or other organizational power and authority to execute, deliver and perform its obligations under the managing member of Acquisition Subsidiary have unanimously (a) determined that this Agreement and the Ancillary Agreements transactions contemplated hereby, including, without limitation, the Merger, are fair to which it is or will be a partyand in the best interests of the Parent, the Acquisition Subsidiary and to consummate their stockholders and sole member, respectively, (b) approved and declared advisable this Agreement and the transactions contemplated hereby hereby, including, without limitation, the Merger, and thereby. The execution(c) directed that this Agreement be submitted to the stockholders of the Parent and the sole member of Acquisition Subsidiary, delivery respectively, for adoption, and performance by Seller, each Acquired Company and each Seller Party (d) resolved to recommend the approval of the adoption of this Agreement and the Ancillary Agreements transactions contemplated hereby, including, without limitation, the Merger, by the stockholders of the Parent and the sole member of the Acquisition Subsidiary, respectively. (b) Each of the Parent and the Acquisition Subsidiary has all requisite power and authority to which it is or will be a partyexecute and deliver this Agreement and to perform its obligations hereunder and thereunder. The execution and delivery by the Parent and the Acquisition Subsidiary of this Agreement and the agreements contemplated hereby and thereby (collectively, the “Transaction Documentation”), and the consummation by such parties the Parent and the Acquisition Subsidiary of the transactions contemplated hereby and thereby have been and, in the case of the Ancillary Agreements, will be at Closing, duly and validly authorized by all necessary corporate or other organizational action on the part of Sellerthe Parent and the Acquisition Subsidiary, respectively, subject to adoption of this Agreement and (a) the approval of the adoption of this Agreement and the transactions contemplated hereby, including, without limitation, the Acquired Companies Merger, by the stockholders of the Parent required by the Organizational Documents of the Parent and by the Seller Parties sole member of the Acquisition Subsidiary and no other corporate or other organizational proceedings on (b) the part approvals and waivers set forth in Section 3.4(b) of Sellerthe Parent Disclosure Schedule (collectively, any Acquired Company or any Seller Party are or, the “Parent Consents”). Each of the documents included in the Transaction Documentation has been duly and validly executed and delivered by the Parent or the Acquisition Subsidiary, as the case may be, and constitutes a valid and binding obligation of the Ancillary AgreementsParent or the Acquisition Subsidiary, will as the case may be, necessary enforceable against them in accordance with its terms, except as such enforceability may be limited under applicable bankruptcy, insolvency and similar laws, rules or regulations affecting creditors’ rights and remedies generally and to authorize general principles of equity, whether applied in a court of law or a court of equity. This Agreement has been duly and validly executed and delivered by the Parent and Acquisition Subsidiary and constitutes a valid and binding obligation of the Parent and Acquisition Subsidiary, enforceable against the Parent and Acquisition Subsidiary in accordance with its terms, except as such enforceability may be limited under applicable bankruptcy, insolvency and similar laws, rules or regulations affecting creditors’ rights and remedies generally and to general principles of equity, whether applied in a court of law or a court of equity. (c) The execution, delivery and performance by Seller, any Acquired Company or any Seller Party the Parent and Acquisition Subsidiary of this Agreement or and the Ancillary Agreements other Transaction Documentation to which it is or will be a party, and the consummation of the transactions contemplated hereby and thereby, do not and will not: (a) conflict with or result in a violation or breach of, or default under, any provision of the Organizational Documents of the Parent or Acquisition Subsidiary; (b) conflict with or result in a violation or breach of any provision of any Law or Governmental Order applicable to the Parent or Acquisition Subsidiary; or (c) except as set forth in Section 3.4(c) of the Parent Disclosure Schedule, require the consent, notice or other action by any Person under, conflict with, result in a violation or breach of, constitute a default under or result in the acceleration of any Contract to which the Parent or Acquisition Subsidiary is a party, except in the cases of clauses (b) and (c), where the violation, breach, conflict, default, acceleration or failure to give notice would not have a Parent Material Adverse Effect on the Parent’s or Acquisition Subsidiary’s ability to consummate the transactions contemplated hereby hereby. No consent, approval, Permit, Governmental Order, declaration or thereby. (b) This Agreement has beenfiling with, and upon or notice to, any Governmental Authority is required by or with respect to the Parent or Acquisition Subsidiary in connection with the execution and delivery of the Ancillary Agreements to which Seller, each Acquired Company and each Seller Party is or will be a party, such Ancillary Agreements will be, duly executed and delivered by Seller, each Acquired Company and each Seller Party that is a party thereto, and this Agreement constitutes, and upon execution the other Transaction Documentation and delivery the consummation of the Ancillary Agreements to which Sellertransactions contemplated hereby and thereby, each Acquired Company and each Seller Party is or will be a party, except for such Ancillary Agreements will constitute (assuming due authorization, execution and delivery by each party other than Seller, the Acquired Companies and each Seller Party to such Ancillary Agreement), the legal, valid and binding obligation of Seller, each Acquired Company and each Seller Party, in each case enforceable against each party thereto in accordance with its terms (except filings as may be limited by bankruptcyrequired under the HSR Act, insolvencythe Communications Laws and such consents, fraudulent transferapprovals, moratoriumPermits, reorganizationGovernmental Orders, preference declarations, filings or similar Laws of general applicability relating notices which would not have a Material Adverse Effect on the Parent’s or Acquisition Subsidiary’s ability to or affecting consummate the rights of creditors of insurance companies or of creditors generally and subject to general principles of equity (regardless of whether enforcement is sought in equity or at law) (the “Bankruptcy and Equity Exceptions”))transactions contemplated hereby.

Authorization of Transaction. (a) Each of SellerThe Company has full corporate power, each Acquired Company authority and each Seller Party has all requisite corporate or other organizational power legal capacity to execute and authority to executedeliver the Agreement, deliver and perform its obligations under this the Escrow Agreement and the other Ancillary Agreements to which it is or will be a partyparty and to perform its obligations hereunder and thereunder subject only to receipt of the Requisite Vote. The execution and delivery by the Company of the Agreement, the Escrow Agreement, and the other Ancillary Agreements to consummate which it is or will be a party and the performance by the Company of the transactions contemplated hereby and therebythereby have been duly approved by all requisite corporate action of the Company. The executionAssuming the due authorization, execution and delivery of this Agreement, the Escrow Agreement, and performance the other Ancillary Agreements by Sellerthe other parties hereto and thereto, each Acquired Company this Agreement, the Escrow Agreement, and each Seller Party other Ancillary Agreement to which the Company is or will be a party constitute the valid and legally binding obligation of the Company, enforceable against the Company in accordance with their terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and similar Laws affecting creditors generally and by the availability of equitable remedies. (b) The board of directors of the Company, at a meeting duly called and held, has unanimously adopted resolutions (i) determining that this Agreement and the transactions contemplated hereby, including the Merger, are advisable to and in the best interest of the Stockholders, (ii) approving this Agreement, the Escrow Agreement, and the other Ancillary Agreements to which it is or will be a party, and the consummation by such parties of the transactions contemplated hereby and thereby have been andthereby, including the Merger, which approval satisfies in full the case requirements of the Ancillary AgreementsDGCL that the Agreement be approved by the Company’s board of directors, will be at Closing, duly and validly authorized by all necessary corporate or other organizational action on (iii) recommending the part of Seller, the Acquired Companies approval and the Seller Parties and no other corporate or other organizational proceedings on the part of Seller, any Acquired Company or any Seller Party are or, in the case of the Ancillary Agreements, will be, necessary to authorize the execution, delivery and performance by Seller, any Acquired Company or any Seller Party adoption of this Agreement or by the Ancillary Agreements to which it is or will be a party, or to consummate the transactions contemplated hereby or therebyStockholders. (bc) This Approval of this Agreement has been, and upon execution and delivery requires the affirmative vote or written consent of Stockholders owning sixty percent (60%) of the Ancillary Agreements to which Seller, each Acquired Company and each Seller Party is or will be a party, such Ancillary Agreements will be, duly executed and delivered by Seller, each Acquired Company and each Seller Party that is a party thereto, and this Agreement constitutes, and upon execution and delivery of the Ancillary Agreements to which Seller, each Acquired Company and each Seller Party is or will be a party, such Ancillary Agreements will constitute (assuming due authorization, execution and delivery by each party other than Seller, the Acquired Companies and each Seller Party to such Ancillary Agreement), the legal, valid and binding obligation of Seller, each Acquired Company and each Seller Party, in each case enforceable against each party thereto in accordance with its terms (except as may be limited by bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization, preference or similar Laws of general applicability relating to or affecting the rights of creditors of insurance companies or of creditors generally and subject to general principles of equity (regardless of whether enforcement is sought in equity or at law) outstanding Common Stock (the “Bankruptcy and Equity ExceptionsRequisite Vote”)). The Requisite Vote is the only vote or written consent of the holders of Company Securities necessary to approve and adopt this Agreement, the Merger and the other transactions contemplated hereby.

Authorization of Transaction. (a) Each of Seller, each Acquired Company the Shareholder Representatives (in their capacities as such and on behalf of the Shareholders pursuant to the power of attorneys referenced in this Agreement) and each Seller Party Shareholder has all requisite corporate or other organizational power and authority to enter into, execute, deliver and perform all of its obligations under this Agreement and the Ancillary Agreements all other Documents to which it is a party executed or will to be a partyexecuted in connection herewith, and to consummate the transactions contemplated hereby and therebythereby and to perform its obligations hereunder and thereunder. The execution, delivery and performance by Seller, each Acquired Company and each Seller Party of this Agreement and the Ancillary Agreements Each Document to which it the Shareholder Representatives and/or each Shareholder is or will be a party, and the consummation by such parties of the transactions contemplated hereby and thereby have party has been and, in the case of the Ancillary Agreements, or when executed will be at Closing, duly and validly authorized by all necessary corporate or other organizational action on the part of Seller, the Acquired Companies and the Seller Parties and no other corporate or other organizational proceedings on the part of Seller, any Acquired Company or any Seller Party are or, in the case of the Ancillary Agreements, will be, necessary to authorize the execution, delivery and performance by Seller, any Acquired Company or any Seller Party of this Agreement or the Ancillary Agreements to which it is or will be a party, or to consummate the transactions contemplated hereby or thereby. (b) This Agreement has been, and upon execution and delivery of the Ancillary Agreements to which Seller, each Acquired Company and each Seller Party is or will be a party, such Ancillary Agreements will be, duly executed and delivered by Sellerthe Shareholder Representatives or such Shareholder, each Acquired Company and each Seller Party that is a party theretoas the case may be, and this Agreement constitutesconstitutes or when executed, will constitute, the valid and upon execution and delivery legally binding obligations of the Ancillary Agreements to which Seller, each Acquired Company and each Seller Party is Shareholder Representatives or will be a party, such Ancillary Agreements will constitute (assuming due authorization, execution and delivery by each party other than Seller, the Acquired Companies and each Seller Party to such Ancillary Agreement), the legal, valid and binding obligation of Seller, each Acquired Company and each Seller Party, in each case Shareholder enforceable against each party thereto the Shareholder Representatives or such Shareholder, in accordance with its terms (except and conditions, as such enforcement may be limited by applicable bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization, preference moratorium or other similar Laws of general applicability relating to or affecting the enforcement of creditors’ rights generally and by general equitable principles (the “General Enforceability Exceptions”). The Shareholders are acquiring the Akerna Shares solely for their own account for investment purposes and not with a view to, or for offer or sale in connection with, any distribution thereof. The Shareholders acknowledge that the Akerna Shares are not registered under the Securities Act of creditors 1933 (the “Securities Act”) or any state securities laws, and that the Akerna Shares may not be transferred or sold except pursuant to the registration provisions of insurance companies the Securities Act or of creditors generally pursuant to an applicable exemption therefrom and subject to state securities laws and regulations, as applicable. The Shareholders are able to bear the economic risk of holding the Akerna Shares for an indefinite period (including total loss of their investment) and have sufficient knowledge and experience in financial and business matters so as to be capable of evaluating the merits and risk of their investment. The Shareholders each are an “accredited investor” and have not been offered the Akerna Shares by means of any “general principles of equity (regardless of whether enforcement is sought solicitation” or “ general advertising”, all such terms as defined in equity or at law) (Regulation D under the “Bankruptcy and Equity Exceptions”))Securities Act.

Authorization of Transaction. (a) Each of SellerSeller has full entity power, each Acquired Company authority and each Seller Party has all requisite corporate or other organizational power legal capacity to execute and authority to execute, deliver and perform its obligations under this the Agreement and the Ancillary Agreements to which it is or will be a partyparty and to perform its obligations hereunder and thereunder, and each of the Company and its Subsidiaries have full entity power, authority and legal capacity to consummate execute and deliver the transactions contemplated hereby Ancillary Agreements to which it is a party and therebyto perform its obligations thereunder. The execution, execution and delivery and performance by Seller, each Acquired Company and each Seller Party of this the Agreement and the Ancillary Agreements to which it is or will be a party, party and the consummation performance by such parties Seller of the transactions contemplated hereby and thereby have been and, in duly approved by all requisite entity action of Seller. The execution and delivery by each of the case Company and its Subsidiaries of the Ancillary Agreements, will be at Closing, Agreements to which it is a party and the performance by the Company and each of its Subsidiaries of the transactions contemplated thereby have been duly and validly authorized approved by all necessary corporate or requisite entity action of the Company and each of its Subsidiaries, as applicable. Assuming the due authorization, execution and delivery of this Agreement and the Ancillary Agreements by the other organizational action on parties thereto, this Agreement and each Ancillary Agreement to which Seller, the part Company and its Subsidiaries are a party constitute the valid and legally binding obligation of Seller, the Acquired Companies Company and such Subsidiaries (as the Seller Parties and no other corporate or other organizational proceedings on the part of case may be), enforceable against Seller, any Acquired the Company or any Seller Party are or, in and such Subsidiaries (as the case may be) in accordance with their terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors generally and by the availability of equitable remedies. Except as set forth on Section 3.2 of the Ancillary AgreementsCompany Disclosure Schedule, will be, necessary to authorize the execution, delivery and performance by neither Seller, the Company nor any Acquired Company of its Subsidiaries is required to give any notice to, make any filing with, or obtain any Seller Party Consent of any Governmental Body in order to consummate the transactions contemplated by this Agreement or the Ancillary Agreements to which it is or will be a party, or to consummate the transactions contemplated hereby or thereby. (b) This Agreement has been, and upon execution and delivery of the Ancillary Agreements to which Seller, each Acquired Company and each Seller Party is or will be a party, such Ancillary Agreements will be, duly executed and delivered by Seller, each Acquired Company and each Seller Party that is a party thereto, and this Agreement constitutes, and upon execution and delivery of the Ancillary Agreements to which Seller, each Acquired Company and each Seller Party is or will be a party, such Ancillary Agreements will constitute (assuming due authorization, execution and delivery by each party other than Seller, the Acquired Companies and each Seller Party to such Ancillary Agreement), the legal, valid and binding obligation Company or any of Seller, each Acquired Company and each Seller Party, in each case enforceable against each party thereto in accordance with its terms (except as may be limited by bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization, preference or similar Laws of general applicability relating to or affecting the rights of creditors of insurance companies or of creditors generally and subject to general principles of equity (regardless of whether enforcement Subsidiaries is sought in equity or at law) (the “Bankruptcy and Equity Exceptions”))a party.

Authorization of Transaction. (a) Each of Seller, each Acquired Company and each Seller Party ▇▇▇▇▇▇ has all requisite corporate or other organizational power and authority to execute, deliver and perform its obligations under this Agreement, any Ancillary Agreements delivered pursuant to this Agreement, the Amended Support Agreement and the Ancillary Agreements Amended Voting and Exchange Trust Agreement, to which it is or will be a partyperform its obligations hereunder and thereunder, and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by Seller, each Acquired Company and each Seller Party of this Agreement and the Ancillary Agreements to which it is or will be a party, and the consummation by such parties of carry out the transactions contemplated hereby and thereby have been andand to create the ▇▇▇▇▇▇ Special Voting Share. Subject to the adoption of this Agreement, in the case approval of the Ancillary AgreementsMerger by a majority of the outstanding shares of ▇▇▇▇▇▇ Common Stock entitled to vote on this Agreement and the Merger (collectively, will be at Closingthe "▇▇▇▇▇▇ STOCKHOLDER APPROVAL"), duly the creation of the ▇▇▇▇▇▇ Special Voting Share, the entering into by ▇▇▇▇▇▇ of the Amended Support Agreement and validly authorized by the Amended Voting and Exchange Trust Agreement, all necessary action, corporate or other organizational action on the part of Sellerotherwise, the Acquired Companies and the Seller Parties and no other corporate or other organizational proceedings on the part of Seller, any Acquired Company or any Seller Party are or, in the case of the Ancillary Agreements, will be, necessary has been taken by ▇▇▇▇▇▇ to authorize the execution, delivery and performance by Seller, any Acquired Company or any Seller Party of this Agreement or Agreement, each of the Ancillary Agreements to which it is or will be a partyAgreements, or to consummate the Amended Support Agreement, the Amended Voting and Exchange Trust Agreement and the transactions contemplated hereby or and thereby. (b) . This Agreement has been, and upon execution and delivery of the Ancillary Agreements to which Seller, each Acquired Company and each Seller Party is or will be a party, such Ancillary Agreements will be, have been duly executed and delivered by Seller, each Acquired Company ▇▇▇▇▇▇ and each Seller Party that is a party thereto, and this Agreement constitutes, and upon execution and delivery of the Ancillary Agreements to which Seller, each Acquired Company and each Seller Party is or will be a party, such Ancillary Agreements will constitute (assuming due authorization, execution and delivery by each party other than Seller, the Acquired Companies and each Seller Party to such Ancillary Agreement), the legal, valid and binding obligation obligations of Seller▇▇▇▇▇▇, each Acquired Company and each Seller Party, in each case enforceable against each party thereto ▇▇▇▇▇▇ in accordance with its terms their respective terms, except (except i) as such enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization, preference reorganization or similar Laws laws affecting creditors' rights generally, and (ii) that the remedy of general applicability relating to or affecting the rights specific performance and injunctive and other forms of creditors of insurance companies or of creditors generally and equitable relief may be subject to general principles equitable defenses and to the discretion of equity the court before which any Proceeding therefor may be brought. At the Closing, the Amended Support Agreement and the Amended Voting and Exchange Trust Agreement will have been duly executed and delivered by ▇▇▇▇▇▇ and, when so executed, will constitute legal, valid and binding obligations of ▇▇▇▇▇▇, enforceable against ▇▇▇▇▇▇ in accordance with their respective terms, except (regardless i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors' rights generally, and (ii) that the remedy of whether enforcement is sought in equity or at law) (specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the “Bankruptcy and Equity Exceptions”))discretion of the court before which any Proceeding therefor may be brought.

Authorization of Transaction. (a) Each of Seller, each Acquired The Company and each Seller Party has all requisite full corporate or other organizational power and authority to execute, execute and deliver and perform its obligations under this Agreement and each of the Ancillary Agreements other Transaction Documents to which it is (or will be be) a party, to perform its covenants and obligations hereunder, and (subject only to obtaining the Company Shareholder Approval) to consummate the transactions contemplated hereby and thereby. The execution, execution and delivery and performance by Seller, each Acquired the Company and each Seller Party of this Agreement and each of the Ancillary Agreements other Transaction Documents to which it is (or will be be) a party, and the consummation by such parties the Company of the transactions contemplated hereby and thereby have been and, in the case of the Ancillary Agreements, will be at Closing, duly and validly authorized by all necessary required corporate or other organizational action on the part of Sellerthe Company, other than the Acquired Companies Company Shareholder Approval, and (subject only to obtaining the Seller Parties and Company Shareholder Approval) no other corporate or other organizational proceedings on the part of Seller, any Acquired the Company are necessary to authorize the execution and delivery by the Company of this Agreement and each such other Transaction Document or any Seller Party are the consummation by the Company of the transactions contemplated hereby or thereby. This Agreement has been (or, in the case of each other Transaction Document to be entered into by the Ancillary AgreementsCompany at or prior to the Closing, will be, necessary to authorize the execution, delivery and performance by Seller, any Acquired Company or any Seller Party of this Agreement or the Ancillary Agreements to which it is or will be a party, or to consummate the transactions contemplated hereby or thereby. (b) This Agreement has been, and upon execution and delivery of the Ancillary Agreements to which Seller, each Acquired Company and each Seller Party is or will be a party, such Ancillary Agreements will be, duly executed and delivered by Seller, each Acquired Company and each Seller Party that is a party theretothe Company, and (subject only to obtaining the Company Shareholder Approval) this Agreement constitutesconstitutes (or, and upon execution and delivery in the case of each other Transaction Document to be entered into by the Ancillary Agreements Company at or prior to which Sellerthe Closing, each Acquired Company and each Seller Party is or will be constitute) a party, such Ancillary Agreements will constitute (assuming due authorization, execution and delivery by each party other than Seller, the Acquired Companies and each Seller Party to such Ancillary Agreement), the legal, valid and legally binding obligation of Sellerthe Company, each Acquired Company and each Seller Party, in each case enforceable against each party thereto it in accordance with its terms (terms, except as that such enforcement may be limited by bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization, preference moratorium or other similar Laws of general applicability laws now or hereafter in effect relating to or affecting the rights and remedies of creditors of insurance companies or of creditors generally and subject to general principles of equity (regardless whether considered in a proceeding at law or in equity) and the discretion of whether enforcement is sought the court before which any proceeding therefor may be brought. The Board has unanimously (i) approved and adopted this Agreement and determined that the transactions contemplated hereby, including the Merger, take together, are advisable and in equity or at lawthe best interests of the Company’s Shareholders and (ii) recommended approval by the Company’s Shareholders of the Agreement, the Merger and the transactions contemplated hereby (collectively, the “Bankruptcy and Equity ExceptionsBoard Recommendation”)). The Board Recommendation has not been withdrawn, rescinded or modified in any way as of the date of this Agreement. No filing or registration with, notification to, or authorization, consent, permit, order or approval of any Governmental Entity is required to be made or obtained by the Company or any of its Subsidiaries in connection with the execution, delivery and performance by the Company of the Transaction Documents to which it is (or will be) a party or the consummation by the Company of the Merger and the other transactions contemplated thereunder, except (i) filing of the Proxy Statement and Other Filings with the SEC, (ii) filings under the HSR Act or any other applicable competition Laws, (iii) the filing of the Articles of Merger with the Wisconsin Department of Financial Institutions, (iv) such filing as may be required under the rules of NASDAQ; (v) those that become applicable primarily as a result of matters related to Parent or its Affiliates, and (vi) such other Governmental Entity filings, registrations, notifications, authorizations, consents or approvals the failure of which to be obtained or made would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The Company Shareholder Approval is the only vote of the holders of any Equity of the Company that is necessary pursuant to applicable Law, the Articles of Incorporation or the Bylaws to adopt this Agreement and consummate the Merger.

Authorization of Transaction. (a) Each of Seller, each Acquired The Company and each Seller Party Company Stockholder has all requisite corporate or other organizational power and authority to execute, execute and deliver and perform its obligations under this Agreement and the Ancillary Agreements to which it is or will be a party, and to consummate the transactions contemplated hereby and therebyperform its respective obligations hereunder. The execution, execution and delivery and performance by Seller, each Acquired Company and each Seller Party of this Agreement and by the Ancillary Agreements to which it is or will be a party, Company and the consummation by such parties the Company of the transactions contemplated hereby and thereby have been and, in the case of the Ancillary Agreements, will be at Closing, duly and validly authorized by all necessary corporate or other organizational action on the part of Sellerthe Company. Without limiting the generality of the foregoing: (a) the Board of Directors of the Company, at a meeting duly called and held, by the Acquired Companies unanimous vote of all directors, or by the unanimous written consent of the directors, (i) determined that the Merger is fair and in the best interests of the Company and its stockholders, (ii) adopted this Agreement in accordance with the provisions of the Delaware General Corporation Law, and (iii) directed that this Agreement and the Seller Parties and no other corporate or other organizational proceedings on Merger be submitted to the part of Seller, any Acquired Company or any Seller Party are or, in the case stockholders of the Ancillary Agreements, will be, necessary to authorize Company for their adoption and approval and recommended that the execution, delivery and performance by Seller, any Acquired stockholders of the Company or any Seller Party vote in favor of the adoption of this Agreement or and the Ancillary Agreements to which it is or will be a party, or to consummate approval of the transactions contemplated hereby or thereby. Merger; (b) the Company provided to each holder of common stock of the Company, prior to the vote by the stockholders of the Company with respect to the Merger and this Agreement, copies of the Buyer Reports (as defined in Section 3.5) and all information required under the Delaware General Corporation Law concerning their appraisal rights; and (c) the holders of the requisite percentage of the Company's outstanding common stock have duly approved this Agreement and the Merger, in accordance with the provisions of the Delaware General Corporation Law, by written consent, and otherwise consented to, this Agreement, the Merger and each of the other transactions contemplated hereby. This Agreement has been, been duly and upon execution and delivery of the Ancillary Agreements to which Seller, each Acquired Company and each Seller Party is or will be a party, such Ancillary Agreements will be, duly validly executed and delivered by Seller, each Acquired the Company and each Seller Party that is Company Stockholder and constitutes a party thereto, and this Agreement constitutes, and upon execution and delivery of the Ancillary Agreements to which Seller, each Acquired Company and each Seller Party is or will be a party, such Ancillary Agreements will constitute (assuming due authorization, execution and delivery by each party other than Seller, the Acquired Companies and each Seller Party to such Ancillary Agreement), the legal, valid and binding obligation of Seller, each Acquired the Company and each Seller PartyCompany Stockholder, in each case enforceable against the Company and each party thereto Company Stockholder in accordance with its terms terms, subject to (except as may be limited by i) bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization, preference moratorium or similar Laws of general applicability laws affecting or relating to or affecting the creditors' rights of creditors of insurance companies or of creditors generally and subject to general principles (ii) the availability of equity (regardless of whether enforcement is sought in equity or at law) (the “Bankruptcy injunctive relief and Equity Exceptions”))other equitable remedies.

Authorization of Transaction. (a) Each The respective boards of Seller, each Acquired Company directors of the Parent and each Seller Party has all requisite corporate or other organizational power and authority to execute, deliver and perform its obligations under the Acquisition Subsidiary have unanimously (a) determined that this Agreement and the Ancillary Agreements transactions contemplated hereby, including, without limitation, the Merger, are fair to which it is or will be a partyand in the best interests of the Parent, the Acquisition Subsidiary and to consummate their stockholders, respectively, (b) approved and declared advisable this Agreement and the transactions contemplated hereby hereby, including, without limitation, the Merger, and thereby. The execution(c) with respect to the Acquisition Subsidiary, delivery (i) directed that this Agreement be submitted to the sole stockholder of Acquisition Subsidiary for adoption, and performance by Seller, each Acquired Company and each Seller Party (ii) resolved to recommend the approval of the adoption of this Agreement and the Ancillary Agreements transactions contemplated hereby, including, without limitation, the Merger, by the sole stockholder of the Acquisition Subsidiary. (b) Each of the Parent and the Acquisition Subsidiary has all requisite power and authority to which it is or will be a partyexecute and deliver this Agreement and (in the case of the Parent) the Split-Off Agreement and the General Release Agreement and to perform its obligations hereunder and thereunder. The execution and delivery by the Parent and the Acquisition Subsidiary of this Agreement and (in the case of the Parent) the Split-Off Agreement and the General Release Agreement and the agreements contemplated hereby and thereby (collectively, the “Transaction Documentation”), and the consummation by such parties the Parent and the Acquisition Subsidiary of the transactions contemplated hereby and thereby have been and, in the case of the Ancillary Agreements, will be at Closing, duly and validly authorized by all necessary corporate or other organizational action on the part of Seller, the Acquired Companies Parent and the Seller Parties and no other corporate or other organizational proceedings on Acquisition Subsidiary, respectively, subject to the part of Seller, any Acquired Company or any Seller Party are or, in the case approval of the Ancillary Agreements, will be, necessary to authorize the execution, delivery and performance by Seller, any Acquired Company or any Seller Party adoption of this Agreement or the Ancillary Agreements to which it is or will be a party, or to consummate and the transactions contemplated hereby or thereby. (b) This Agreement has beenhereby, and upon execution and delivery including, without limitation, the Merger, by the sole stockholder of the Ancillary Agreements to which Seller, each Acquired Company Acquisition Subsidiary. Each of the documents included in the Transaction Documentation has been duly and each Seller Party is or will be a party, such Ancillary Agreements will be, duly validly executed and delivered by Sellerthe Parent or the Acquisition Subsidiary, each Acquired Company and each Seller Party that is a party theretoas the case may be, and this Agreement constitutes, and upon execution and delivery of the Ancillary Agreements to which Seller, each Acquired Company and each Seller Party is or will be constitutes a party, such Ancillary Agreements will constitute (assuming due authorization, execution and delivery by each party other than Seller, the Acquired Companies and each Seller Party to such Ancillary Agreement), the legal, valid and binding obligation of Sellerthe Parent or the Acquisition Subsidiary, each Acquired Company and each Seller Partyas the case may be, in each case enforceable against each party thereto them in accordance with its terms (terms, except as such enforceability may be limited by under applicable bankruptcy, insolvencyinsolvency and similar laws, fraudulent transfer, moratorium, reorganization, preference rules or similar Laws of general applicability relating to or regulations affecting the creditors’ rights of creditors of insurance companies or of creditors and remedies generally and subject to general principles of equity (regardless equity, whether applied in a court of whether enforcement is sought in equity law or at law) (the “Bankruptcy and Equity Exceptions”))a court of equity.

Authorization of Transaction. NO-CONTRAVENTION. (a) Each Teltronics has duly authorized and approved the Contemplated Transactions, and Teltronics has taken all action required by law (including under its NASDAQ listing application and requirements), its Restated Certificate, its bylaws or otherwise to authorize and to approve the execution, delivery and performance of Sellerthis Agreement, each Acquired Company and each Seller Party has all requisite corporate or the other organizational power and authority to execute, deliver and perform its obligations under this Agreement and the Ancillary Agreements to which it is or will to be a party and the documents, agreements and certificates to be executed and delivered by it in connection herewith and therewith. This Agreement is, and each other Ancillary Agreement to which Teltronics is to be a party, when executed and to consummate delivered by Teltronics at the transactions contemplated hereby and thereby. The execution, delivery and performance by Seller, each Acquired Company and each Seller Party of this Agreement and the Ancillary Agreements to which it is or will be a party, and the consummation by such parties of the transactions contemplated hereby and thereby have been and, in the case of the Ancillary AgreementsClosing, will be at Closingduly executed and delivered by Teltronics, and shall constitute a valid and legally binding obligation of Teltronics, enforceable against Teltronics in accordance with its terms. All persons who have executed this Agreement on behalf of Teltronics or who will execute on behalf of Teltronics any other Ancillary Agreements or other documents, agreements and certificates in connection herewith or therewith, have been duly and validly authorized to do so by all necessary corporate or other organizational action on the part action. Teltronics' board of Sellerdirectors has approved this Agreement, the Acquired Companies Ancillary Agreements and the Seller Parties Contemplated Transactions, and no other corporate or other organizational proceedings on approval of any of Teltronics' stockholders (including holders of its Series B Preferred Stock) is required, whether by law, the part of Seller, any Acquired Company or any Seller Party are or, in the case rules of the Ancillary AgreementsNASDAQ SmallCap Market, will beTeltronics' Restated Certificate or bylaws, necessary contract or otherwise, for the Contemplated Transactions (including the issuance of the Series C Preferred Stock or the shares of Common Stock issuable upon conversion thereof) or for the payment of dividends to authorize holders of the execution, Series C Preferred Stock pursuant to the terms of the Certificate of Designations. (b) Neither the execution and delivery and performance by Seller, any Acquired Company or any Seller Party of this Agreement or the other Ancillary Agreements to which it is or will be a partyAgreements, or to consummate nor the transactions contemplated hereby or thereby. (b) This Agreement has been, and upon execution and delivery consummation of the Ancillary Agreements to which Seller, each Acquired Company and each Seller Party is or will be a party, such Ancillary Agreements will be, duly executed and delivered by Seller, each Acquired Company and each Seller Party that is a party thereto, and this Agreement constitutes, and upon execution and delivery of Contemplated Transactions on the Ancillary Agreements to which Seller, each Acquired Company and each Seller Party is or will be a party, such Ancillary Agreements will constitute (assuming due authorization, execution and delivery by each party other than Seller, the Acquired Companies and each Seller Party to such Ancillary Agreement), the legal, valid and binding obligation of Seller, each Acquired Company and each Seller Party, in each case enforceable against each party thereto in accordance with its terms (except as may be limited by bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization, preference or similar Laws of general applicability relating to or affecting the rights of creditors of insurance companies or of creditors generally and subject to general principles the conditions hereof and thereof, will (i) conflict with or result in any violation of equity or constitute a breach of or give rise to a right of termination or cancellation of any of the terms or provisions of, or result in the acceleration of any obligation under, or constitute a default under any provision of the Restated Certificate or bylaws of Teltronics or under any lease, contract, loan agreement, promissory note or other agreement to which Teltronics is a party; or (regardless ii) violate any Order against or binding upon Teltronics; or (iii) constitute a violation by Teltronics of whether enforcement is sought in equity any Requirement of Law of any jurisdiction as such Requirement of Law relates to Teltronics, its business or at law) (the “Bankruptcy and Equity Exceptions”))Contemplated Transactions.

Authorization of Transaction. (a) Each of Seller, each Acquired The Company and each Seller Party has all requisite corporate or other organizational full power and authority to execute, execute and deliver and perform its obligations under this Agreement and the Ancillary Agreements to which it the Company is or will be a party, party and to consummate the transactions contemplated hereby and therebyTransaction. The execution, delivery and performance by Seller, each Acquired the Company and each Seller Party of this Agreement and the Ancillary Agreements to which it the Company is or will be a party, party and the consummation by such parties of the transactions contemplated hereby and thereby Transaction have been and, in the case of the Ancillary Agreements, will be at Closing, duly and validly authorized and approved by all necessary corporate or other organizational requisite action on the part of Sellerthe Company, including all action required to be taken by the Acquired Companies and the Seller Parties Stockholders, and no other approval or other proceedings (corporate or other organizational proceedings otherwise) on the part of Seller, any Acquired the Company or any Seller Party are or, in the case of the Ancillary Agreements, will be, necessary to approve and authorize the execution, delivery and or performance by Seller, any Acquired Company or any Seller Party of this Agreement or and the Ancillary Agreements to which it the Company is or will be a party, or to consummate party and the transactions contemplated hereby or thereby. (b) consummation of the Transaction. This Agreement has been, and upon execution and delivery of the Ancillary Agreements to which Seller, each Acquired Company and each Seller Party is or will be a party, such Ancillary Agreements will be, been duly executed and delivered by Sellerthe Company, each Acquired Company and each Seller Party and, assuming that this Agreement is a party thereto, valid and this Agreement constitutes, and upon execution and delivery binding obligation of the Ancillary Agreements to which SellerBuyer and the Merger Sub, each Acquired Company and each Seller Party is or will be constitutes a party, such Ancillary Agreements will constitute (assuming due authorization, execution and delivery by each party other than Seller, the Acquired Companies and each Seller Party to such Ancillary Agreement), the legal, valid and binding obligation of Seller, each Acquired the Company and each Seller Party, in each case enforceable against each party thereto it in accordance with its terms (terms, except as enforceability hereof or thereof may be limited by bankruptcy, insolvency, fraudulent transferreorganization, moratoriummoratorium or other Legal Requirements affecting creditors’ rights generally and limitations on the availability of equitable remedies. As of the Closing, the Ancillary Agreements to which the Company is a party will have been duly executed and delivered by the Company, and each such Ancillary Agreement will, assuming that this Agreement is a valid and binding obligation of the Buyer and the Merger Sub, constitute a legal, valid and binding agreement of the Company enforceable against it in accordance with its terms, except as enforceability hereof or thereof may be limited by bankruptcy, insolvency, reorganization, preference moratorium or similar Laws of general applicability relating to or other Legal Requirements affecting the creditors’ rights of creditors of insurance companies or of creditors generally and subject limitations on the availability of equitable remedies. (b) The Board of Directors of the Company, by unanimous written consent, has (i) determined that this Agreement and the Transaction (including the Merger) are advisable, fair to general principles and in the best interests of equity the Company and the Stockholders, (regardless ii) approved and adopted this Agreement and the Transaction (including the Merger), (iii) recommended the approval and adoption of whether enforcement is sought this Agreement and the Transaction (including the Merger) by the Stockholders, and (iv) directed that this Agreement and the Transaction (including the Merger) be submitted to the Stockholders for approval. (c) The Stockholders listed on Schedule 4.2(c), representing holders of a number of shares Common Stock and Preferred Stock of the Company (determined on an as converted to Common Stock basis) have voted all of their shares of capital stock of the Company, or executed a written consent in equity or at lawfavor of approving this Agreement, the Ancillary Agreement and the Transaction (including the Merger) and have waived any Dissenter’s Rights with respect to the Transaction (including the “Bankruptcy and Equity Exceptions”)Merger).

Authorization of Transaction. (a) Each of Seller, each Acquired Company and each The Seller Party has all requisite necessary corporate or other organizational power and authority to execute, execute and deliver and perform its obligations under this Agreement and each of the Ancillary Agreements other agreements and other documents contemplated in this Agreement to which it is or will be a partybound (the “Other Seller Documents”), and to perform its obligations hereunder and to consummate the transactions contemplated hereby by this Agreement and thereby. The executionthe Other Seller Documents, delivery and performance subject to obtaining, at the Stockholders’ Meeting (as defined below), the affirmative vote (in person or by proxy) of the holders of at least a majority of the outstanding shares of the Seller, each Acquired Company and each Seller Party ’s common stock entitled to vote thereon at the Stockholders’ Meeting in favor of the approval of this Agreement and the Ancillary Agreements to which it is or will be a party, transactions contemplated hereby (the “Requisite Stockholder Approval”). The execution and delivery of this Agreement by the Seller and the consummation by such parties the Seller of the transactions contemplated hereby and thereby have been and, in the case of the Ancillary Agreements, will be at Closing, duly and validly authorized by all necessary corporate or other organizational action on the part of Selleraction, the Acquired Companies and the Seller Parties and no other corporate or other organizational proceedings on the part of Seller, any Acquired Company or any the Seller Party are or, in the case of the Ancillary Agreements, will be, necessary to authorize the execution, execution and delivery and performance by Seller, any Acquired Company or any Seller Party of this Agreement or the Ancillary Agreements to which it is or will be a party, or to consummate the transactions contemplated hereby or thereby. (b) other than the receipt of the Requisite Stockholder Approval). This Agreement has been, been duly and upon execution and delivery of the Ancillary Agreements to which Seller, each Acquired Company and each Seller Party is or will be a party, such Ancillary Agreements will be, duly validly executed and delivered by Sellerthe Seller and, each Acquired Company and each Seller Party that is a party thereto, and this Agreement constitutes, and upon execution and delivery of assuming the Ancillary Agreements to which Seller, each Acquired Company and each Seller Party is or will be a party, such Ancillary Agreements will constitute (assuming due authorization, execution and delivery by each party other than Sellerthe Buyer, the Acquired Companies and each Seller Party to such Ancillary Agreement), the this Agreement constitutes a legal, valid and binding obligation of the Seller, each Acquired Company and each Seller Party, in each case enforceable against each party thereto the Seller in accordance with its terms (except as such enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization, preference or moratorium and other similar Laws laws of general applicability relating to or affecting creditor’s rights, and to general equitable principles). (b) The board of directors of the rights of creditors of insurance companies or of creditors generally Seller, by resolutions adopted at a meeting duly called and held, has, subject to general principles the terms and conditions of equity this Agreement, (regardless i) determined that this Agreement and the other transactions contemplated by this Agreement are advisable and in the best interests of whether enforcement is sought in equity or at lawthe Seller, (ii) approved and adopted this Agreement, (iii) approved the transactions contemplated by this Agreement and (iv) resolved to recommend that the stockholders of the Seller approve this Agreement (the “Bankruptcy Seller Board Recommendation”) and Equity Exceptions”))directed that such matter be submitted for the consideration of the stockholders of the Seller at the Stockholders’ Meeting.

Authorization of Transaction. (a) Each of Seller, each Acquired Company and each Seller Party has all requisite corporate or other organizational power and authority to execute, deliver and perform its obligations under this Agreement and the Ancillary Agreements to which it is or will be a party, and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by Seller, each Acquired Company and each Seller Party of this Agreement and the Ancillary Agreements to which it is Transaction Documents by each of the Sellers, the Sold Companies, the Sold Subsidiaries or will be a partythe Company’s Subsidiaries, as applicable, and the consummation by such parties each of them of the transactions contemplated hereby and thereby Contemplated Transactions have been andbeen, in the case of the Ancillary AgreementsCompany, and will be at prior to the Closing, in the case of the other Sellers, the Sold Companies, the Sold Subsidiaries or the Company’s Subsidiaries, as applicable, duly and validly authorized by all necessary corporate or other organizational applicable legal entity action on the part of Sellersuch party, the Acquired Companies and the Seller Parties and and, upon such authorization, no other corporate or other organizational shareholder proceedings on the part of Seller, any Acquired Company or any Seller Party actions are or, in the case of the Ancillary Agreements, will be, necessary to authorize and consummate this Agreement, the executionTransaction Documents or the Contemplated Transactions. The Company has duly executed this Agreement and on the Closing Date each of the Sellers, delivery the Sold Companies, the Sold Subsidiaries or the Company’s Subsidiaries, as applicable, will have duly executed and performance by delivered the applicable Transaction Documents to which such Seller, any Acquired Sold Company, Sold Subsidiary or Company or any Seller Party of this Agreement or the Ancillary Agreements to which it is or Subsidiary will be a party, or to consummate the transactions contemplated hereby or thereby. (b) This Agreement has been, and upon execution and delivery of the Ancillary Agreements to which Seller, each Acquired Company and each Seller Party is or will be a party, such Ancillary Agreements will be, duly executed and delivered by Seller, each Acquired Company and each Seller Party that is a party thereto, and this Agreement constitutes, and upon execution and delivery of the Ancillary Agreements to which Seller, each Acquired Company and each Seller Party is or will be a party, such Ancillary Agreements will constitute (assuming . Assuming due authorization, execution and delivery by each party other than Sellerthe Buyer or its Affiliates, as applicable, this Agreement constitutes the Acquired Companies and each Seller Party to such Ancillary Agreement), the legal, valid and binding obligation of Seller, each Acquired the Company and each Seller Partysuch Transaction Document when so executed and delivered will constitute the valid and binding obligation of each of the Sellers, in each case the Sold Companies, the Sold Subsidiaries or the Company’s Subsidiaries, as applicable, enforceable against each party thereto such Seller in accordance with its terms (their respective terms, except as such enforceability may be limited by (a) applicable bankruptcy, insolvency, fraudulent transfer, moratoriumconveyance, reorganization, preference moratorium or similar Laws of general applicability from time to time in effect relating to or affecting the enforcement of creditors’ rights generally, and (b) general equitable principles with respect to the availability of creditors of insurance companies specific performance or of creditors generally and subject to general principles of equity other equitable remedies (regardless of whether enforcement is sought considered in a proceeding in equity or at law) (the “Bankruptcy Insolvency and Equity Exceptions”)).

Authorization of Transaction. (a) Each of Seller, each Acquired Company and each Seller Party has all requisite corporate (or other organizational organizational) power and authority to execute, deliver and perform its obligations under this Agreement and the Ancillary Agreements to which it is or will be a party, as applicable, and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by Seller, each Acquired Company and each Seller Party of this Agreement and the Ancillary Agreements to which it is or will be become a party, and the consummation by such parties Seller of the transactions contemplated hereby and thereby thereby, have been and, in the case of the Ancillary Agreements, will be at Closing, duly and validly authorized by all necessary corporate (or other organizational organizational) action on the part of Seller, the Acquired Companies and the Seller Parties and no other corporate or other organizational proceedings on the part of Seller, any Acquired Company or any Seller Party are or, in the case of the Ancillary Agreements, will be, necessary to authorize the execution, delivery and performance by Seller, any Acquired Company or any Seller Party of this Agreement or and the Ancillary Agreements to which it is or will be become a party, or to consummate the transactions contemplated hereby or thereby. (b) This Agreement has been, and upon execution and delivery of the Ancillary Agreements to which Seller, each Acquired Company and each Seller Party is or will be a party, such Ancillary Agreements will be, been duly executed and delivered by SellerSeller and, each Acquired Company and each Seller Party that is a party thereto, and this Agreement constitutes, and upon execution and delivery of the Ancillary Agreements to which Seller, each Acquired Company and each Seller Party is or will be a party, such Ancillary Agreements will constitute (assuming due authorization, execution and delivery by each party other than SellerBuyer, the Acquired Companies and each Seller Party to such Ancillary Agreement), the legal, constitutes a valid and binding obligation of Seller, each Acquired Company and each Ancillary Agreement to which Seller is a party will be duly executed and delivered by Seller and will, assuming such Ancillary Agreement has been duly executed and delivered by the applicable Buyer Party, constitute a valid and binding obligation of Seller, in each case enforceable against each party thereto in accordance with its terms (except as may be limited by bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization, preference or similar Laws of general applicability relating to or affecting the rights of creditors of insurance companies or of creditors generally and subject to general principles of equity (regardless of whether enforcement is sought in equity or at law) (the “Bankruptcy and Equity Exceptions”)). (c) Seller Parent has all requisite corporate power and authority to execute, deliver and perform its obligations under this Agreement and the Ancillary Agreements to which it is or will be a party. The execution, delivery and performance by Seller Parent of this Agreement and the Ancillary Agreements to which it is or will become a party have been duly and validly authorized by all necessary corporate action on the part of Seller Parent, and no other corporate proceedings on the part of Seller Parent are necessary to authorize the execution, delivery and performance by Seller Parent of this Agreement and the Ancillary Agreements to which it is or will become a party. This Agreement has been duly executed and delivered by Seller Parent and, assuming due authorization, execution and delivery by Buyer, constitutes a valid and binding obligation of Seller Parent, and each Ancillary Agreement to which Seller Parent is a party will be duly executed and delivered by Seller Parent and will, assuming such Ancillary Agreement has been duly executed and delivered by the applicable Buyer Party, constitute a valid and binding obligation of Seller Parent, in each case enforceable against each party thereto in accordance with its terms (except as may be limited by the Bankruptcy and Equity Exceptions).

Authorization of Transaction. (a) Each of Seller, each Acquired Company and each Seller Party Caladrius has all requisite corporate or other organizational full power and authority to execute, execute and deliver this Agreement and to perform its obligations under this Agreement hereunder. The Transaction Agreements, when executed and delivered by Caladrius, will constitute the Ancillary Agreements valid and legally binding obligation of Caladrius, enforceable in accordance with their respective terms. Caladrius is not required to which it is give any notice to, make any filing with, or will be a partyobtain any authorization, and consent, or approval of any Governmental Authority in order to consummate the transactions contemplated hereby by this Agreement, other than filings required by the rules of the U.S. Securities and therebyExchange Commission (the “SEC”). All corporate action required to be taken by Caladrius’s directors, stockholders, and officers necessary for the execution, delivery, and performance of the Transaction Agreements, and the sale of the Units, has been taken or will be taken prior to the Closing. The executionCaladrius Board, delivery by resolutions duly adopted (and performance not thereafter modified or rescinded other than pursuant to a Caladrius Adverse Recommendation Change) by Sellerthe unanimous vote of the Caladrius Board, each Acquired Company and each Seller Party of has (i) declared that this Agreement and the Ancillary Agreements transactions contemplated thereby, including the sale of the CLBS Units to which it is or will be a party, Purchaser and the issuance of the Warrant to Purchaser, upon the terms and subject to the conditions set forth herein, advisable, fair to and in the best interests of Caladrius and its stockholders, (ii) approved this Agreement in accordance with the provisions of Delaware Law and (iii) directed that the adoption of the Authorizing Resolution be submitted to the stockholders of Caladrius for consideration and recommended that all of the Caladrius stockholders adopt this Agreement and the Authorizing Resolution. The affirmative vote of the holders of a majority of the outstanding shares of Caladrius Common Stock is the only vote of the stockholders of Caladrius necessary to adopt this Agreement and approve the consummation by such parties of the transactions contemplated hereby and thereby have been and, in by this Agreement (including the case issuance of the Ancillary Warrant) under applicable Law and the certificate of incorporation and the bylaws of Caladrius, each as in effect at the time of such adoption and approval. Prior to the execution of the Stockholder Support Agreements, will be at Closing, duly the Caladrius Board approved the Stockholder Support Agreements and validly authorized by all necessary corporate or other organizational action on the part of Seller, the Acquired Companies and the Seller Parties and no other corporate or other organizational proceedings on the part of Seller, any Acquired Company or any Seller Party are or, in the case of the Ancillary Agreements, will be, necessary to authorize the execution, delivery and performance by Seller, any Acquired Company or any Seller Party of this Agreement or the Ancillary Agreements to which it is or will be a party, or to consummate the transactions contemplated hereby or thereby. (b) This Agreement has been, and upon execution and delivery of the Ancillary Agreements to which Seller, each Acquired Company and each Seller Party is or will be a party, such Ancillary Agreements will be, duly executed and delivered by Seller, each Acquired Company and each Seller Party that is a party thereto, and this Agreement constitutes, and upon execution and delivery of the Ancillary Agreements to which Seller, each Acquired Company and each Seller Party is or will be a party, such Ancillary Agreements will constitute (assuming due authorization, execution and delivery by each party other than Seller, the Acquired Companies and each Seller Party to such Ancillary Agreement), the legal, valid and binding obligation of Seller, each Acquired Company and each Seller Party, in each case enforceable against each party thereto in accordance with its terms (except as may be limited by bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization, preference or similar Laws of general applicability relating to or affecting the rights of creditors of insurance companies or of creditors generally and subject to general principles of equity (regardless of whether enforcement is sought in equity or at law) (the “Bankruptcy and Equity Exceptions”)).

Authorization of Transaction. (a) Each of Seller, each Acquired The Company and each Seller Party has all requisite corporate or other organizational power and authority to execute, execute and deliver this Agreement and to perform its obligations under this Agreement hereunder and the Ancillary Agreements to which it is or will be a party, and to consummate the transactions contemplated hereby and therebyBuyer Note. The execution, execution and delivery and performance by Seller, each Acquired the Company and each Seller Party of this Agreement and and, subject to obtaining the Ancillary Agreements to Requisite Stockholder Approval, which it is or will be a partythe only approval required from the Company Stockholders, and the consummation by such parties the Company of the transactions contemplated hereby and thereby have by the Buyer Note has been and, in the case of the Ancillary Agreements, will be at Closing, duly and validly authorized by all necessary corporate or other organizational action on the part of Sellerthe Company. Without limiting the generality of the foregoing, the Acquired Companies Board of Directors of the Company, at a meeting duly called and held, by the unanimous vote of all directors (i) determined that the Merger is advisable, fair and in the best interests of the Company and its stockholders, (ii) adopted this Agreement and the Seller Parties and no other corporate or other organizational proceedings on the part Certificate of Seller, any Acquired Company or any Seller Party are or, Amendment in the case form attached hereto as Exhibit H (the “Certificate of Amendment”) in accordance with the provisions of the Ancillary AgreementsDelaware General Corporation Law, will be, necessary (iii) directed that this Agreement and the Merger be submitted to authorize the execution, delivery stockholders of the Company for their adoption and performance by Seller, any Acquired approval and resolved to recommend that the stockholders of the Company or any Seller Party vote in favor of the adoption of this Agreement or and the Ancillary Agreements approval of the Merger, and (iv) determined that the applicable Merger Consideration represents “fair market value” for purposes of Article IV, Section 4E of Exhibit A to which it is or will be a partythe Company’s Second Amended and Restated Certificate of Incorporation, or as amended to consummate the transactions contemplated hereby or thereby. (b) date. This Agreement has been, been duly and upon execution and delivery of the Ancillary Agreements to which Seller, each Acquired Company and each Seller Party is or will be a party, such Ancillary Agreements will be, duly validly executed and delivered by Seller, each Acquired the Company and each Seller Party that is constitutes a party thereto, and this Agreement constitutes, and upon execution and delivery of the Ancillary Agreements to which Seller, each Acquired Company and each Seller Party is or will be a party, such Ancillary Agreements will constitute (assuming due authorization, execution and delivery by each party other than Seller, the Acquired Companies and each Seller Party to such Ancillary Agreement), the legal, valid and binding obligation of Sellerthe Company, each Acquired Company and each Seller Party, in each case enforceable against each party thereto the Company in accordance with its terms (except as may be limited by bankruptcyterms, insolvency, fraudulent transfer, moratorium, reorganization, preference or similar Laws of general applicability relating to or affecting the rights of creditors of insurance companies or of creditors generally and subject to general principles of equity (regardless of whether enforcement is sought in equity or at law) (the “Bankruptcy and Equity Exceptions”))Exception. The Certificate of Amendment has been duly adopted by the stockholders of the Company.

Authorization of Transaction. (a) Each of Seller, each Acquired The Company and each Seller Party has all requisite corporate or other organizational power and authority to execute, execute and deliver this Agreement and to perform its obligations under this Agreement and the Ancillary Agreements to which it is or will be a party, and to consummate the transactions contemplated hereby and therebyhereunder. The execution, execution and delivery and performance by Seller, each Acquired the Company and each Seller Party of this Agreement and the Ancillary Agreements to which it is or will be a party, and the consummation by such parties the Company of the transactions contemplated hereby and thereby have been and, in the case of the Ancillary Agreements, will be at Closing, duly and validly authorized by all necessary corporate or other organizational action on the part of Seller, the Acquired Companies Company and the Seller Parties and no other corporate or other organizational proceedings all necessary action on the part of Sellerthe Stockholders. Without limiting the generality of the foregoing, any Acquired (a) the Board of Directors of the Company, by unanimous written consent executed by all of the directors of the Company in accordance with the applicable provisions of the Maryland Law, (i) determined that the Merger is advisable and in the best interests of the Company and its stockholders, and (ii) adopted this Agreement in accordance with the provisions of the Maryland Law, and (iii) directed that this Agreement and the Merger be submitted to the stockholders of the Company for their adoption and approval and recommended that the stockholders of the Company vote in favor of the adoption of this Agreement and the approval of the Merger and (b) this Agreement has been adopted and the Merger has been approved by all of the holders of outstanding capital stock of the Company entitled to vote on this Agreement in accordance with the applicable provisions of the Maryland Law. No other corporate act or proceeding on the part of the Company or any Seller Party are or, in the case of the Ancillary Agreements, will be, its stockholders is necessary to authorize the executionMerger, delivery and performance by Seller, any Acquired Company or any Seller Party of this Agreement or the Ancillary Agreements to which it is or will be a party, or to consummate consummation of the transactions contemplated hereby or thereby. (b) by this Agreement. None of the Stockholders has any right to demand and receive fair value for his shares of capital stock of the Company under the Maryland Law. This Agreement has been, been duly and upon execution and delivery of the Ancillary Agreements to which Seller, each Acquired Company and each Seller Party is or will be a party, such Ancillary Agreements will be, duly validly executed and delivered by Seller, each Acquired the Company and each Seller Party that is the Stockholders and constitutes a party thereto, and this Agreement constitutes, and upon execution and delivery of the Ancillary Agreements to which Seller, each Acquired Company and each Seller Party is or will be a party, such Ancillary Agreements will constitute (assuming due authorization, execution and delivery by each party other than Seller, the Acquired Companies and each Seller Party to such Ancillary Agreement), the legal, valid and binding obligation of Seller, each Acquired the Company and each Seller Partythe Stockholders, in each case enforceable against each party thereto of the Company and the Stockholders in accordance with its terms except (except i) as may be limited by applicable bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization, preference or similar Laws moratorium and other laws of general applicability relating to or application affecting the enforcement of creditor's rights of creditors of insurance companies or of creditors generally and subject to (ii) as limited by general principles of equity (regardless and laws relating to the availability of whether enforcement is sought in equity specific performance, injunctive relief or at law) (the “Bankruptcy and Equity Exceptions”))other equitable remedies.

Authorization of Transaction. (a) Each of Seller, each Acquired Company the Parent and each Seller Party the Acquisition Subsidiary has all requisite corporate or other organizational power and authority to execute, execute and deliver this Agreement and to perform its obligations under this Agreement hereunder. The execution and delivery by the Parent and the Ancillary Agreements to which it is or will be a party, and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by Seller, each Acquired Company and each Seller Party Acquisition Subsidiary of this Agreement and the Ancillary Agreements to which it is or will be a partyagreements contemplated hereby including the Reincorporation Merger Agreement (collectively, the “Transaction Documentation”), and subject to the consummation by such parties adoption of this Agreement and the approval of the transactions contemplated hereby by this Agreement and thereby the Reincorporation Merger Agreement by no less than a majority of the votes represented by the outstanding shares of Parent Common Stock and Parent Series B Preferred entitled to vote on this Agreement and the Reincorporation Merger Agreement and the transactions contemplated by this Agreement and the Reincorporation Merger Agreement voting individually, or together as one class, which represents approval of holders of more than 50% of the Parent’s outstanding voting securities (the “Stockholder Approval”), have been and, in the case of the Ancillary Agreements, will be at Closing, duly and validly authorized by all necessary corporate or other organizational action on the part of Seller, the Acquired Companies Parent and the Seller Parties Acquisition Subsidiary, respectively. This Agreement and no other corporate or other organizational proceedings on each of the part of Seller, any Acquired Company or any Seller Party are or, documents - 9 - included in the case of the Ancillary Agreements, will be, necessary to authorize the execution, delivery Transaction Documentation has been duly and performance by Seller, any Acquired Company or any Seller Party of this Agreement or the Ancillary Agreements to which it is or will be a party, or to consummate the transactions contemplated hereby or thereby. (b) This Agreement has been, and upon execution and delivery of the Ancillary Agreements to which Seller, each Acquired Company and each Seller Party is or will be a party, such Ancillary Agreements will be, duly validly executed and delivered by Sellerthe Parent or the Acquisition Subsidiary, each Acquired Company and each Seller Party that is a party theretoas the case may be, and this Agreement constitutesand, and upon execution and delivery subject to receipt of the Ancillary Agreements to which Seller, each Acquired Company and each Seller Party is or will be a party, such Ancillary Agreements will constitute Stockholder Approval (assuming due authorization, execution and delivery by each party other than Seller, the Acquired Companies and each Seller Party to such Ancillary AgreementPartnership), the legal, constitutes a valid and binding obligation of Sellerthe Parent or the Acquisition Subsidiary, each Acquired Company and each Seller Partyas the case may be, in each case enforceable against each party thereto them in accordance with its terms (terms, except as such enforceability may be limited by under applicable bankruptcy, insolvencyinsolvency and similar laws, fraudulent transfer, moratorium, reorganization, preference rules or similar Laws of general applicability relating to or regulations affecting the creditors’ rights of creditors of insurance companies or of creditors and remedies generally and subject to general principles of equity equity, whether applied in a court of law or a court of equity. (regardless b) Neither the execution and delivery of whether enforcement this Agreement by Parent or Acquisition Subsidiary, nor the consummation by Parent or Acquisition Subsidiary of the transactions contemplated by this Agreement and the Reincorporation Merger Agreement, nor compliance by Parent or Acquisition Subsidiary with any of the terms or provisions of this Agreement and the Reincorporation Merger Agreement, will (i) violate any provision of the Organizational Documents of the Parent or Acquisition Subsidiary or (ii) assuming that the consents, approvals and filings referred to in Section 3.3(a) and Section 3.4 are duly obtained and/or made, (A) violate any Law or Order applicable to Parent, any of its subsidiaries or any of their respective properties or assets or (B) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event that, with or without the giving of notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, require the consent, approval or authorization of, or notice to or filing with any third-party with respect to, or result in the creation of any Lien upon any of the respective properties or assets of Parent or any of its subsidiaries under, any of the terms, conditions or provisions of any Permit, Contract or other obligation to which Parent or any of its subsidiaries is sought a party or by which any of them or any of their respective properties or assets is bound except, with respect to clause (ii), any such violation, conflict, breach, default, termination, cancellation, acceleration or creation that would not, individually or in equity the aggregate, reasonably be expected to have a Parent Material Adverse Effect. (c) Neither the consummation by Parent or at lawthe Acquisition Subsidiary of the transactions contemplated by this Agreement nor compliance by Parent with any of the terms or provisions of this Agreement will violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event that, with or without the giving of notice or lapse of time, or both, would constitute a default) (under, result in the “Bankruptcy and Equity Exceptions”))termination of or a right of termination or cancellation under, accelerate the performance required by, require the consent, confirmation, approval or authorization of, or notice to or filing with any third-party with respect to, any of the terms, conditions or provisions of any Contract listed in Section 3.16 of the Parent Disclosure Schedule.

Authorization of Transaction. (ai) Each of Seller, each Acquired Company and each Seller Party has all requisite corporate or other organizational power and authority to executeexecute and deliver this Agreement, deliver and perform its obligations under this Agreement and and, subject to the Ancillary Agreements to which it is or will be a partyRequisite Stockholder Approvals, and to consummate the transactions contemplated hereby and therebyhereby. The executionBoard of Directors of Edisto, delivery has approved this Agreement and performance by Seller, each Acquired Company Merger 1 in accordance with the applicable provisions of the DGCL and each Seller Party (A) recommended approval of this Agreement and Merger 1 by the Ancillary Agreements to which it is or will be a partyEdisto Stockholders, and (B) duly and validly authorized the execution and delivery of this Agreement by Edisto and the consummation by such parties Edisto of the transactions contemplated hereby hereby. The Board of Directors of Convest has approved this Agreement and thereby have been and, Merger 3 in accordance with the case applicable provisions of the Ancillary Agreements, will be at Closing, TBCA and (A) recommended approval of this Agreement and Merger 3 by the Convest Stockholders and (B) duly and validly authorized the execution and delivery of this Agreement by all necessary corporate or other organizational action on the part of Seller, the Acquired Companies Convest and the Seller Parties and consummation by Convest of the transactions contemplated hereby. Except for the Requisite Stockholder Approvals, no other corporate or other organizational proceedings on the part of Seller, any Acquired Company or any either Seller Party are or, in the case of the Ancillary Agreements, will be, necessary to authorize the execution, delivery and performance by Seller, any Acquired Company or any Seller Party of this Agreement or the Ancillary Agreements to which it is or will be a party, or to consummate the transactions contemplated hereby or thereby. (b) so contemplated. This Agreement has been, and upon execution and delivery of the Ancillary Agreements to which Seller, each Acquired Company and each Seller Party is or will be a party, such Ancillary Agreements will be, been duly executed and delivered by Seller, each Acquired Company and on behalf of each Seller Party that is a party theretoand, and this Agreement constitutessubject to the Requisite Stockholder Approvals, and upon execution and delivery of constitutes the Ancillary Agreements to which Seller, each Acquired Company and each Seller Party is or will be a party, such Ancillary Agreements will constitute (assuming due authorization, execution and delivery by each party other than Seller, the Acquired Companies and each Seller Party to such Ancillary Agreement), the legal, valid and legally binding obligation of each Seller, each Acquired Company and each Seller Party, in each case enforceable against each party thereto Seller in accordance with its terms and conditions, except that (except as A) such enforcement may be limited by subject to bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization, preference moratorium or other similar Laws of general applicability laws now or hereafter in effect relating to or affecting the creditors' rights of creditors of insurance companies or of creditors generally and (B) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to general principles equitable defenses and to the discretion of equity the court before which any proceeding therefor may be brought. (regardless ii) The only votes of whether enforcement is sought Edisto Stockholders required to adopt the Agreement and approve Merger 1 are the affirmative vote of the holders of a majority of Edisto Common Stock pursuant to Section 216 of the DGCL, Edisto's Restated Certificate of Incorporation, as amended, and Section 5 of Edisto's By-laws, represented in equity person or by proxy, at law) (a stockholder meeting called by Edisto for the “Bankruptcy purpose of considering and Equity Exceptions”)).voting upon the Agreement and Merger 1 or by written consent in lieu of a meeting pursuant to Section 228 of the DGCL and in accordance with Edisto's Restated Certificate of Incorporation, as amended; the only votes of Convest Stockholders required to adopt the Agreement and approve Merger 3 are the affirmative vote of the holders of two-thirds of the outstanding shares of Convest Common Stock pursuant to Article XII.A. of Convest's Articles of Incorporation and Article 5.03 of the TBCA, represented in person or by proxy, at a stockholder meeting called by Convest for the purpose of considering and voting upon the Agreement and Merger 3 or by written consent in lieu of a meeting pursuant to Article XII.B. of Convest's Articles of Incorporation and Article

Authorization of Transaction. (a) Each of Seller, each Acquired Company and each Seller Party has all requisite corporate or other organizational power and authority to execute, deliver and perform its obligations under this Agreement and the and/or each Ancillary Agreements Agreement to which it is or will be a party, and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by Seller, each Acquired Company and each Seller Party of this Agreement and the and/or each Ancillary Agreements Agreement to which it is or will be a party, and the consummation by such parties Seller of the transactions contemplated hereby and thereby have been and, in the case of the Ancillary Agreements, will be at Closing, duly and validly authorized by all necessary corporate or other organizational action on the part of SellerSeller and its equityholders, the Acquired Companies and the Seller Parties and no other corporate or other organizational proceedings on the part of Seller, any Acquired Company Seller or any Seller Party its equityholders are or, in the case of the Ancillary Agreements, will be, necessary to authorize the execution, delivery and performance by Seller, any Acquired Company or any Seller Party of this Agreement or the and/or any Ancillary Agreements Agreement to which it is or will be a party, or to consummate the transactions contemplated hereby or thereby. (b) This Agreement has been, and upon execution and delivery of the Ancillary Agreements to which Seller, each Acquired Company and each Seller Party is or will be a party, such Ancillary Agreements will be, been duly executed and delivered by SellerSeller and, each Acquired Company and each Seller Party that is a party thereto, and this Agreement constitutes, and upon execution and delivery of the Ancillary Agreements to which Seller, each Acquired Company and each Seller Party is or will be a party, such Ancillary Agreements will constitute (assuming due authorization, execution and delivery by each party other than SellerBuyer, the Acquired Companies and each Seller Party to such Ancillary Agreement), the legal, constitutes a valid and binding obligation of Seller, each Acquired Company and each Ancillary Agreement to which Seller Partyor any of its Affiliates is or will be a party or is or will be duly executed and delivered by Seller or such Affiliate and will, assuming such Ancillary Agreement has been duly executed and delivered by Buyer or Buyer’s Affiliates that are party thereto and each other party thereto, constitute a valid and binding obligation of Seller, in each case case, enforceable against each party thereto Seller in accordance with its terms (except as may be limited by bankruptcy, insolvency, fraudulent transferreceivership, moratoriumconservatorship, reorganization, preference moratorium or similar Laws of general applicability affecting or relating to or affecting creditors’ rights generally (including the rights of creditors of insurance companies or of creditors generally U.S. Servicemembers Civil Relief Act) in any relevant jurisdiction and subject to general equitable principles, including principles of equity commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in equity a proceeding at law or at lawin equity) (the “Bankruptcy and Equity Enforceability Exceptions”)).

Authorization of Transaction. (ai) Each of Seller, each Acquired Company Parent and each Seller Party MergerSub has all requisite full corporate or other organizational power limited liability power, as applicable, and authority to execute, execute and deliver and perform its obligations under this Agreement and each of the Ancillary Agreements other Transaction Documents to which it is (or will be be) a party, to perform its covenants and obligations hereunder and to consummate the transactions contemplated hereby and thereby. The execution, execution and delivery by Parent and performance by Seller, each Acquired Company and each Seller Party MergerSub of this Agreement and each of the Ancillary Agreements other Transaction Documents to which it is (or will be be) a party, party and the consummation by such parties Parent and MergerSub of the transactions contemplated hereby and thereby have been and, in the case of the Ancillary Agreements, will be at Closing, duly and validly 41 authorized by all necessary required corporate or other organizational limited liability company action on the part of Seller, the Acquired Companies Parent and the Seller Parties MergerSub and no other corporate or other organizational limited liability company proceedings on the part of Seller, any Acquired Company Parent or any Seller Party MergerSub are necessary to authorize the execution and delivery by Parent and MergerSub of this Agreement and each such other Transaction Document or the consummation by Parent and MergerSub of the transactions contemplated hereby or thereby. This Agreement has been (or, in the case of each Transaction Document to be entered into by Parent and MergerSub at or prior to the Ancillary AgreementsClosing, will be) duly executed and delivered by Parent and MergerSub, necessary and, assuming the due execution and delivery by the Company, this Agreement constitutes (or, in the case of each Transaction Document to authorize be entered into by Parent and MergerSub at or prior to the executionClosing, will constitute) a valid and legally binding obligation of Parent and MergerSub, enforceable against Parent and MergerSub in accordance with its terms, except that such enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect relating to or affecting the rights and remedies of creditors and general principles of equity (whether considered in a proceeding at law or in equity) and the discretion of the court before which any proceeding therefor may be brought. No filing or registration with, notification to, or authorization, consent or approval of any Governmental Entity is required in connection with the execution and delivery and performance by SellerParent or MergerSub of the Transaction Documents to which each is (or will be) a party, any Acquired Company or the consummation by Parent or MergerSub of their respective obligations thereunder, except (i) filings under the HSR Act or any Seller Party other applicable competition Laws, (ii) the filing of the Articles of Merger with the Wisconsin Department of Financial Institutions, and (iii) such other Governmental Entity filings, registrations, notifications, authorizations, consents or approvals the failure of which to be obtained or made would not, individually or in the aggregate, reasonably be expected to prevent or materially impair or delay Parent’s or MergerSub’s performance of its obligations under this Agreement or any of the Ancillary Agreements other Transaction Documents to which it is (or will be be) a party, or to consummate the consummation of the transactions contemplated hereby or thereby. (bii) This Agreement Concurrently with the execution of this Agreement, Parent has beencaused the Guarantor to deliver to the Company the duly executed limited guaranty (the “Limited Guaranty”) of True Wind Capital, L.P. (the “Guarantor”), in favor of the Company. The Guarantor has all necessary organizational power and upon authority to execute and deliver the Limited Guaranty, to perform its obligations thereunder and to consummate the transactions contemplated thereby. The execution and delivery by the Guarantor of the Ancillary Agreements to which SellerLimited Guaranty, each Acquired Company the performance by the Guarantor of its obligations thereunder and each Seller Party is or will be a partythe consummation by the Guarantor of the transactions contemplated thereby, such Ancillary Agreements will be, have been duly and validly authorized by all necessary organizational action on the part of the Guarantor. The Limited Guaranty has been duly and validly executed and delivered by Sellerthe Guarantor, each Acquired Company is in full force and each Seller Party that is effect and constitutes a party thereto, and this Agreement constitutes, and upon execution and delivery of the Ancillary Agreements to which Seller, each Acquired Company and each Seller Party is or will be a party, such Ancillary Agreements will constitute (assuming due authorization, execution and delivery by each party other than Seller, the Acquired Companies and each Seller Party to such Ancillary Agreement), the legal, valid and binding obligation of Sellerthe Guarantor, each Acquired Company and each Seller Party, in each case enforceable against each party thereto the Guarantor in accordance with its terms (except as may be limited by terms, subject in each case to bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization, preference reorganization or other similar Laws of general applicability relating to or application affecting the rights and remedies of creditors of insurance companies or of creditors generally creditors, and subject to general principles of equity (regardless equity. No event has occurred which, with or without notice, lapse of whether enforcement is sought time or 42 both, could constitute a default on the part of the Guarantor under the Limited Guaranty. The Guarantor has the financial capacity to pay and perform its obligations under the Limited Guaranty, and all funds necessary for the Guarantor to fulfill its obligation under the Limited Guaranty will be available to the Guarantor for so long as the Limited Guaranty remains in equity or at law) (the “Bankruptcy and Equity Exceptions”))effect.

Authorization of Transaction. (a) Each of Seller, each Acquired Company and each Seller Party Network 1 has all requisite the corporate or other organizational power and authority to execute, execute and deliver and perform its obligations under this Agreement and the Ancillary Agreements other documents, agreements, certificates and other instruments to be executed, delivered and performed in connection with the transactions contemplated by this Agreement (collectively the “Transaction Agreements”) to which it is or will be a partyparty and to perform its obligations hereunder and thereunder, subject to Network 1 Shareholder Approval. The execution and delivery of each of the Transaction Agreements to which Network 1 is a party and, subject to: (a) the approval of the Merger by (i) holders of more than two-thirds of the outstanding shares of the Network 1 Preferred Stock voting as a separate class, and (ii) the holders of more than two-thirds of the votes represented by the outstanding Network 1 Common Stock and the Network 1 Preferred Stock, voting or consenting, as the case may be, together as a single class, in each case, entitled to consummate vote on the transactions contemplated hereby approval of the Merger in accordance with the VSCA, the Charter and thereby. The execution, delivery and the By-laws (the “Network 1 Shareholder Approval”); (b) the performance by Seller, each Acquired Company and each Seller Party Network 1 of this Agreement and the Ancillary other Transaction Agreements to which it Network 1 is or will be a party, ; and (c) the consummation by such parties Network 1 of the transactions contemplated hereby and thereby hereby, have been and, in the case of the Ancillary Agreements, will be at Closing, duly and validly authorized by all necessary corporate or other organizational action on the part of Seller, the Acquired Companies Network 1. This Agreement and the Seller Parties other Transaction Agreements to which Network 1 is a party have been duly and no other corporate or other organizational proceedings on the part of Seller, any Acquired Company or any Seller Party are validly executed and delivered by Network 1 (or, in the case of the Ancillary Agreements, will be, necessary to authorize the execution, delivery and performance by Seller, any Acquired Company or any Seller Party of this Agreement or the Ancillary Transaction Agreements to which it is or will be a party, or to consummate the transactions contemplated hereby or thereby. (b) This Agreement has been, and upon execution and delivery of the Ancillary Agreements to which Seller, each Acquired Company and each Seller Party is or will be a party, such Ancillary Agreements will be, duly executed and delivered by Sellerat Closing, each Acquired Company when executed and each Seller Party that is a party thereto, and this Agreement constitutes, and upon execution and delivery of the Ancillary Agreements to which Seller, each Acquired Company and each Seller Party is or delivered will be a partyduly and validly executed and delivered) and, such Ancillary Agreements will constitute (assuming the due authorization, execution and delivery by each party other than SellerCyberCash and Merger Sub, constitute (or, in the Acquired Companies case of Transaction Agreements to be executed and each Seller Party to such Ancillary Agreement)delivered at Closing, the legal, when executed and delivered will constitute) a valid and binding obligation of SellerNetwork 1, each Acquired Company and each Seller Party, in each case enforceable against each party thereto Network 1 in accordance with its terms (terms, except as enforcement may be limited by bankruptcy, insolvency, fraudulent transfer, moratoriumconveyance, reorganization, preference or moratorium and other similar Laws of general applicability relating to or laws affecting the enforcement of creditors’ rights generally, and except that the availability of creditors of insurance companies or of creditors generally and equitable remedies, including specific performance, is subject to general principles the discretion of equity (regardless of whether enforcement is sought in equity or at law) (the “Bankruptcy and Equity Exceptions”))court before which any proceeding therefor may be brought.

Authorization of Transaction. (a) Each of Seller, each Acquired The Company and each Seller Party has all requisite corporate or other organizational full power and authority to execute, execute and deliver and perform its obligations under this Agreement and the Ancillary Agreements to which it the Company is or will be a party, party and to consummate the transactions contemplated hereby and therebyTransaction. The execution, delivery and performance by Seller, each Acquired the Company and each Seller Party of this Agreement and the Ancillary Agreements to which it the Company is or will be a party, party and the consummation by such parties of the transactions contemplated hereby and thereby Transaction have been and, in the case of the Ancillary Agreements, will be at Closing, duly and validly authorized and approved by all necessary corporate or other organizational requisite action on the part of Sellerthe Company, including all action required to be taken by the Acquired Companies and the Seller Parties Stockholders, and no other approval or other proceedings (corporate or other organizational proceedings otherwise) on the part of Seller, any Acquired the Company or any Seller Party are or, in the case of the Ancillary Agreements, will be, necessary to approve and authorize the execution, delivery and or performance by Seller, any Acquired Company or any Seller Party of this Agreement or and the Ancillary Agreements to which it the Company is or will be a party, or to consummate party and the transactions contemplated hereby or thereby. (b) consummation of the Transaction. This Agreement has been, and upon execution and delivery of the Ancillary Agreements to which Seller, each Acquired Company and each Seller Party is or will be a party, such Ancillary Agreements will be, been duly executed and delivered by Seller, each Acquired Company and each Seller Party that is a party theretothe Company, and this Agreement constitutes, and upon execution and delivery of the Ancillary Agreements to which Seller, each Acquired Company and each Seller Party is or will be constitutes a party, such Ancillary Agreements will constitute (assuming due authorization, execution and delivery by each party other than Seller, the Acquired Companies and each Seller Party to such Ancillary Agreement), the legal, valid and binding obligation of Seller, each Acquired the Company and each Seller Party, in each case enforceable against each party thereto it in accordance with its terms (terms, except as enforceability hereof or thereof may be limited by bankruptcy, insolvency, fraudulent transferreorganization, moratoriummoratorium or other Legal Requirements affecting creditors’ rights generally and limitations on the availability of equitable remedies. As of the Closing, the Ancillary Agreements to which the Company is a party will have been duly executed and delivered by the Company, and each such Ancillary Agreement will constitute a legal, valid and binding agreement of the Company enforceable against it in accordance with its terms, except as enforceability hereof or thereof may be limited by bankruptcy, insolvency, reorganization, preference moratorium or similar Laws of general applicability relating to or other Legal Requirements affecting the creditors’ rights of creditors of insurance companies or of creditors generally and subject limitations on the availability of equitable remedies. (b) The Board of Directors of the Company, by unanimous written consent, has (i) determined that this Agreement and the Transaction (including the Merger) are advisable, fair to general principles and in the best interests of equity the Company and the Stockholders, (regardless ii) approved and adopted this Agreement and the Transaction (including the Merger), (iii) recommended the approval and adoption of whether enforcement this Agreement by the Stockholders, and (iv) directed that this Agreement be submitted to the Stockholders for approval. The vote required to approve this Agreement by the Stockholders is sought set forth in equity or at law) Schedule 4.2 (the “Bankruptcy and Equity ExceptionsSufficient Stockholder Vote”)).

Authorization of Transaction. (a) Each of SellerParent, each Acquired Company New Parent, Merger Sub I and each Seller Party Merger Sub II has all requisite corporate or other organizational power and authority to execute, execute and deliver this Agreement and (in the case of New Parent) the Warrants and the Escrow Agreement and to perform its obligations under this Agreement hereunder and thereunder. Subject to approval of the Ancillary Agreements to which it is or will be a partyTransaction Issues by the stockholders of Parent, the execution and to consummate the transactions contemplated hereby delivery by Parent, New Parent, Merger Sub I and thereby. The execution, delivery and performance by Seller, each Acquired Company and each Seller Party Merger Sub II of this Agreement and (in the Ancillary Agreements to which it is or will be a party, case of New Parent) the Warrants and the Escrow Agreement and the consummation by such parties Parent, New Parent, Merger Sub I and Merger Sub II of the transactions contemplated hereby and thereby have been and, in the case of the Ancillary Agreements, will be at Closing, duly and validly authorized by all necessary corporate or other organizational action on the part of SellerParent, New Parent, Merger Sub I and Merger Sub II, respectively. Without limiting the generality of the foregoing, the Acquired Companies Board of Directors of Parent, at a meeting duly called and held, by the affirmative vote of the directors (i) determined that, as of the date of this Agreement, the Mergers are fair and in the best interests of Parent and its stockholders, (ii) adopted this Agreement in accordance with the provisions of the Delaware General Corporation Law, and (iii) directed that, as of the date of this Agreement, this Agreement and the Seller Parties Transaction Issues be submitted to the stockholders of Parent for their adoption and no other corporate or other organizational proceedings on the part of Sellerapproval and, any Acquired Company or any Seller Party are or, in the case as of the Ancillary Agreementsdate of this Agreement, will be, necessary resolved to authorize recommend that the execution, delivery and performance by Seller, any Acquired Company or any Seller Party stockholders of Parent vote in favor of the adoption of this Agreement or and the Ancillary Agreements to which it is or will be a party, or to consummate the transactions contemplated hereby or thereby. (b) Transaction Issues. This Agreement has been, been duly and upon execution and delivery of the Ancillary Agreements to which Seller, each Acquired Company and each Seller Party is or will be a party, such Ancillary Agreements will be, duly validly executed and delivered by SellerParent, each Acquired Company New Parent, Merger Sub I and each Seller Party that is Merger Sub II and constitutes a party thereto, and this Agreement constitutes, and upon execution and delivery of the Ancillary Agreements to which Seller, each Acquired Company and each Seller Party is or will be a party, such Ancillary Agreements will constitute (assuming due authorization, execution and delivery by each party other than Seller, the Acquired Companies and each Seller Party to such Ancillary Agreement), the legal, valid and binding obligation of SellerParent, each Acquired Company New Parent, Merger Sub I and each Seller PartyMerger Sub II, in each case enforceable against each party thereto of them in accordance with its terms (terms, except as may be limited by to the extent that enforcement of the rights and remedies created thereby is subject to bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization, preference or moratorium and other similar Laws laws of general applicability relating to or application affecting the rights and remedies of creditors of insurance companies or of creditors generally and subject to general principles of equity (regardless of whether enforcement enforceability is sought considered in a proceeding in equity or at law) (the “Bankruptcy and Equity Exceptions”)).

Authorization of Transaction. (a) Each of Seller, each Acquired Company of its Affiliates party thereto and each Seller Party Guarantor has all the requisite corporate or other organizational power and authority to execute, execute and deliver and perform its obligations under this Agreement and the Ancillary Agreements to which it is a party and, subject to receipt of all Seller’s Required Consents, to perform its obligations hereunder and thereunder. All corporate actions or will proceedings to be a party, and to consummate taken by or on the transactions contemplated hereby and thereby. The execution, delivery and performance by part of Seller, its Affiliates party thereto and Guarantor to authorize and permit the due execution and valid delivery by each Acquired Company of Seller and each Seller Party Guarantor of this Agreement and the Ancillary Agreements to which it is a party and the instruments required to be duly executed and validly delivered by Seller or will be a partyits Affiliates, as applicable, pursuant hereto and thereto, the performance by Seller, its Affiliates or Guarantor, as applicable, of its obligations hereunder and thereunder, and the consummation by such parties Seller, its Affiliates and Guarantor, as applicable, of the transactions contemplated hereby herein and thereby therein, have been and, in the case of duly and properly taken. This Agreement and the Ancillary Agreements, will be at Closing, duly and validly authorized by all necessary corporate or other organizational action on the part of Seller, the Acquired Companies and the Agreements to which Seller Parties and no other corporate or other organizational proceedings on the part of Seller, any Acquired Company or any Seller Party are is a party have been (or, in the case of the Ancillary Agreements, will be, necessary to authorize the execution, delivery and performance by Seller, any Acquired Company or any Seller Party of this Agreement or the Ancillary Agreements to which it is or will be a party, or to consummate the transactions contemplated hereby or thereby. (b) This Agreement has been, and upon execution and delivery of the Ancillary Agreements to which Seller’s Affiliates, each Acquired Company and each Seller Party is or as applicable, will be a party, such Ancillary Agreements will be, at Closing have been) duly executed and validly delivered by SellerGuarantor, each Acquired Company and each Seller Party that is a party theretoor its Affiliates, as applicable, and this Agreement constitutes, and upon execution and delivery of the Ancillary Agreements to which Seller, each Acquired Company and each Seller Party is or will be a party, such Ancillary Agreements will constitute (assuming due authorization, execution and delivery by each party other than Seller, the Acquired Companies and each Seller Party to such Ancillary Agreement), the legal, valid and binding obligation of SellerGuarantor, each Acquired Company and each Seller Partyor its Affiliates, in each case as applicable, enforceable against each party thereto in accordance with its their terms (except as may be limited by and conditions, subject to applicable bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization, preference or moratorium and similar Laws laws affecting enforcement of general applicability relating to or affecting the creditors’ rights of creditors of insurance companies or of creditors and remedies generally and subject to general principles of equity (regardless of whether enforcement is sought in equity a proceeding at law or at law) (the “Bankruptcy and Equity Exceptions”)in equity).

Authorization of Transaction. (a) Each of Seller, each Acquired The Company has full corporate power and each Seller Party authority and has taken all requisite corporate or other organizational power action to enable it to execute and authority deliver this Agreement, and, subject to executeobtaining the Company Stockholders Approval, deliver and perform its obligations under to enter into this Agreement and the Ancillary Agreements to which it is or will be a party, and to consummate the transactions contemplated hereby and therebyto perform its obligations hereunder. The execution, delivery and performance by Seller, each Acquired Company and each Seller Party of this Agreement and the Ancillary Agreements to which it is or will be a party, and the consummation by such parties of the transactions contemplated hereby and thereby have been and, in the case of the Ancillary Agreements, will be at Closing, duly and validly authorized by all necessary corporate or other organizational action on the part of Seller, the Acquired Companies and the Seller Parties and no other corporate or other organizational proceedings on the part of Seller, any Acquired Company or any Seller Party are or, in the case of the Ancillary Agreements, will be, necessary to authorize the execution, delivery and performance by Seller, any Acquired Company or any Seller Party of this Agreement or the Ancillary Agreements to which it is or will be a party, or to consummate the transactions contemplated hereby or thereby. (b) This Agreement has beenbeen duly authorized, and upon execution and delivery of the Ancillary Agreements to which Seller, each Acquired Company and each Seller Party is or will be a party, such Ancillary Agreements will be, duly executed and delivered by Sellerthe Company and, each Acquired Company and each Seller Party that is a party thereto, and this Agreement constitutes, and upon execution and delivery of assuming the Ancillary Agreements to which Seller, each Acquired Company and each Seller Party is or will be a party, such Ancillary Agreements will constitute (assuming due authorization, execution and delivery thereof by each party other than Sellerthe Parent and the Merger Subsidiary, the Acquired Companies and each Seller Party to such Ancillary Agreement), the legal, constitutes a valid and legally binding obligation agreement of Seller, each Acquired the Company and each Seller Party, in each case enforceable against each party thereto the Company in accordance with its terms terms, except that (except as i) such enforcement may be limited by applicable bankruptcy, insolvency, fraudulent transferreorganization, moratorium, reorganization, preference fraudulent transfer or similar Laws of general applicability relating to or affecting the enforcement of creditors' rights of creditors of insurance companies or of creditors generally and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to general principles equitable defenses and to the discretion of equity the court before which any proceeding therefor may be brought. (regardless b) In connection with its adoption of whether enforcement is sought the resolutions of the Board of Directors of the Company described in equity the Preamble to this Agreement, the Board of Directors of the Company received the opinion of Brookwood referenced in Section 3.21. (c) The Company has taken all action required to be taken by it in order to exempt this Agreement and the transactions contemplated hereby from, and this Agreement, and the transactions contemplated hereby are exempt from, the requirements of any "moratorium," "control share," "fair price," "affiliate transaction," "business combination" or at law) other anti takeover Laws of the State of South Carolina, including Chapter 2 of Title 35 of the 1976 Code of Laws of South Carolina, as amended (the “Bankruptcy "SC Code"). The Company has taken all action required to be taken by it in order to make this Agreement and Equity Exceptions”))the transactions contemplated hereby comply with, and this Agreement, and the transactions contemplated hereby do comply with, the requirements of any articles, sections or provisions of its articles of incorporation and bylaws concerning "business combination," "fair price," "voting requirement," "constituency requirement" or other related provisions.

Authorization of Transaction. (a) Each Such Seller has the legal capacity, in the case of Selleran individual, each Acquired Company and each Seller Party has all the requisite corporate or other organizational power and authority authority, in the case of an entity, to execute, execute and deliver and perform its obligations under this Agreement and the Ancillary Agreements other Transaction Documents to which it such Seller is or will be a party, party and all documents and agreements necessary to give effect to the provisions of this Agreement and to consummate perform its obligations hereunder and thereunder. Each Seller has, to the transactions contemplated hereby extent necessary, duly and thereby. The validly authorized the execution, delivery and performance by Seller, each Acquired Company and each Seller Party of this Agreement and the Ancillary Agreements other Transaction Documents to which it such Seller is or will be a party. All actions or proceedings necessary to be taken by or on the part of such Seller to authorize and permit the due and valid execution and delivery by such Seller of this Agreement, the other Transaction Documents to which such Seller is a party and all other agreements and documents executed by such Seller in connection herewith and therewith, the performance by such Seller of its respective obligations hereunder and thereunder, and the consummation by such parties Seller of the portions of the transactions to which it is a party contemplated hereby and thereby have been andtaken. No other action, in the case of the Ancillary Agreements, will be at Closing, duly and validly authorized by all necessary corporate consent or other organizational action approval on the part of Seller, the Acquired Companies and the such Seller Parties and no other corporate or other organizational proceedings on the part of Seller, any Acquired Company or any Seller Party are or, in the case of the Ancillary Agreements, will be, is necessary to authorize the such Seller’s due and valid execution, delivery and performance by Seller, any Acquired Company or any Seller Party consummation of this Agreement or Agreement, the Ancillary Agreements Transaction Documents to which it is or will be a party, or to consummate the transactions contemplated hereby or thereby. (b) party and all other agreements and documents executed in connection herewith and therewith. This Agreement has been, and upon execution and delivery of the Ancillary Agreements other Transaction Documents to which Seller, each Acquired Company and each Seller Party is or will be a party, such Ancillary Agreements will be, duly executed and delivered by Seller, each Acquired Company and each Seller Party that it is a party thereto, and this Agreement constitutes, all other agreements and upon execution documents executed by such Seller in connection herewith and delivery therewith constitute the valid and legally binding obligations of the Ancillary Agreements to which such Seller, each Acquired Company and each Seller Party is or will be a party, such Ancillary Agreements will constitute (assuming due authorization, execution and delivery by each party other than Seller, the Acquired Companies and each Seller Party to such Ancillary Agreement), the legal, valid and binding obligation of Seller, each Acquired Company and each Seller Party, in each case enforceable against each party thereto in accordance with its their respective terms and conditions; provided that (except as i) enforcement may be limited by applicable bankruptcy, insolvency, fraudulent transferreorganization, moratorium, reorganization, preference fraudulent conveyance or similar Laws laws of general applicability relating to or application affecting the rights and remedies of creditors of insurance companies or of creditors generally creditors, and (ii) enforcement may be subject to general principles of equity (regardless equity, and the availability of whether enforcement is sought in equity or at law) (remedies of specific performance and injunctive relief may be subject to the “Bankruptcy and Equity Exceptions”))discretion of the court before which any proceeding for such remedies may be brought.

Authorization of Transaction. (a) Each of Seller, each Acquired Company the Parent and each Seller Party the Merger Sub has all requisite corporate or other organizational full power and authority to execute, execute and deliver and perform its obligations under this Agreement and the Ancillary Agreements to which it is or will be a party, party and to consummate the transactions contemplated hereby and therebyTransaction. The execution, delivery and performance by Seller, each Acquired Company and each Seller Party of this Agreement and the Ancillary Agreements to which it the Parent or the Merger Sub is or will be a party, party and the consummation by such parties of the transactions contemplated hereby and thereby Transaction have been and, in the case of the Ancillary Agreements, will be at Closing, duly and validly authorized and approved by all necessary corporate or other organizational requisite action on the part of Seller, the Acquired Companies Parent and the Seller Parties and no other corporate Merger Sub. No consent, approval, order or other organizational proceedings on authorization of or registration, declaration or filing with any Governmental Authority is required by or with respect to Parent or Merger Sub in connection with the part of Seller, any Acquired Company or any Seller Party are or, in the case of the Ancillary Agreements, will be, necessary to authorize the execution, delivery and performance by Seller, any Acquired Company or any Seller Party of this Agreement or the Ancillary Agreements to which it is or will be a party, or to consummate the transactions contemplated hereby or thereby. (b) This Agreement has been, and upon execution and delivery of this Agreement by Parent and Merger Sub or the Ancillary Agreements consummation by Parent and Merger Sub of the transactions contemplated hereby, except for (i) the filing of the Agreement of Merger; (ii) such other consents, authorizations, filings, approvals and registrations which, if not obtained or made, would not reasonably be expected to which Sellerhave a Material Adverse Change on Parent and would not prevent, each Acquired Company materially alter or delay any of the transactions contemplated by this Agreement; or (iii) any filings, permits, authorizations, consents and each Seller Party is approvals as may be required under the 1933 Act, state securities or will be a partyblue sky laws, such Ancillary Agreements will be, and the 1934 Act. This Agreement has been duly executed and delivered by Seller, each Acquired Company the Parent and each Seller Party that is a party thereto, the Merger Sub and this Agreement constitutes, and upon execution and delivery of constitutes the Ancillary Agreements to which Seller, each Acquired Company and each Seller Party is or will be a party, such Ancillary Agreements will constitute (assuming due authorization, execution and delivery by each party other than Seller, the Acquired Companies and each Seller Party to such Ancillary Agreement), the legal, valid and binding obligation agreement of Seller, each Acquired Company the Parent and each Seller Party, in each case the Merger Sub enforceable against each party thereto them in accordance with its terms (terms, except as enforceability hereof or thereof may be limited by bankruptcy, insolvency, fraudulent transferreorganization, moratoriummoratorium or other Legal Requirements affecting creditors’ rights generally and limitations on the availability of equitable remedies. As of the Closing, the Ancillary Agreements to which the Parent or the Merger Sub is a party will have been duly executed and delivered by such Person, and will constitute a legal, valid and binding obligation of such Person enforceable against it in accordance with its terms, except as enforceability hereof or thereof may be limited by bankruptcy, insolvency, reorganization, preference moratorium or similar Laws of general applicability relating to or other Legal Requirements affecting the creditors’ rights of creditors of insurance companies or of creditors generally and subject to general principles limitations on the availability of equity (regardless of whether enforcement is sought in equity or at law) (the “Bankruptcy and Equity Exceptions”))equitable remedies.

Authorization of Transaction. (a) Each of Seller, each Acquired Company and each Seller Party has all requisite corporate or other organizational power and authority to execute, deliver and perform its obligations under this Agreement and the Ancillary Agreements to which it is or will be a party, and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by Seller, each Acquired Company and each Seller Party of this Agreement and the Ancillary Agreements to which it is or will be a party, and the consummation by such parties Seller of the transactions contemplated hereby and thereby are within the corporate powers of Seller and, except for the required approval of Seller’s stockholders in connection with the consummation of the Sale, have been and, in the case of the Ancillary Agreements, will be at Closing, duly and validly authorized by all necessary corporate or other organizational action on the part of Seller, . The affirmative vote of stockholders holding capital stock of Seller entitling them to exercise at least a majority of the Acquired Companies and voting power of Seller (the “Seller Parties and no other corporate or other organizational proceedings on Stockholder Approval”) is the part only vote of the holders of any of Seller, any Acquired Company or any Seller Party are or, ’s capital stock necessary in connection with the case consummation of the Ancillary Agreements, will be, necessary to authorize the execution, delivery and performance by Seller, any Acquired Company or any Seller Party of this Agreement or the Ancillary Agreements to which it is or will be a party, or to consummate the transactions contemplated hereby or thereby. (b) This by this Agreement. The Agreement has beenis, and upon execution and delivery of the Closing each Ancillary Agreements Agreement to which Seller, each Acquired Company and each Seller Party is or will be a party, such Ancillary Agreements will be, duly executed and delivered by Seller, each Acquired Company and each Seller Party that is a party thereto, and this Agreement constitutes, and upon execution and delivery of the Ancillary Agreements to which Seller, each Acquired Company and each Seller Party is or will be a party, such Ancillary Agreements will constitute (assuming due authorization, execution and delivery by each party other than Seller, the Acquired Companies and each Seller Party to such Ancillary Agreement)be, the legal, valid and binding obligation of Seller, each Acquired Company and each Seller Party, in each case enforceable against each party thereto Seller in accordance with its terms terms. (except as may b) At a meeting duly called and held, Seller’s board of directors has (i) unanimously determined that this Agreement and the transactions contemplated hereby are advisable and in the best interests of Seller’s stockholders, and declared the Sale and this Agreement to be limited by bankruptcyadvisable, insolvency(ii) unanimously approved and adopted this Agreement and the transactions contemplated hereby and (iii) unanimously resolved to recommend Seller’s stockholders grant the Seller Stockholder Approval (such recommendation, fraudulent transfer, moratorium, reorganization, preference or similar Laws of general applicability relating to or affecting the rights of creditors of insurance companies or of creditors generally and subject to general principles of equity (regardless of whether enforcement is sought in equity or at law) (the “Bankruptcy and Equity ExceptionsSeller Board Recommendation”)). (c) The Company has the unrestricted and absolute power, authority and capacity to execute and deliver this Agreement and the Ancillary Agreements to which it is a party and to perform its obligations hereunder and thereunder, and to carry out the transactions contemplated hereby and thereby. All necessary action, corporate or otherwise, has been taken by the Company to authorize the execution, delivery and performance of this Agreement and each of the Ancillary Agreements to which it is a party and the transactions contemplated hereby and thereby. The Agreement has been, and each Ancillary Agreement will be at the Closing, duly executed and delivered by the Company. The Agreement is, and upon the Closing each Ancillary Agreement to which the Company is a party will be, the legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms.

Authorization of Transaction. (a) Each Subject to the Requisite Shareholder Approval of Sellerthe Merger and this Agreement, each Acquired the Company and each Seller Party has all requisite the corporate or other organizational power and authority to executeexecute and deliver this Agreement, deliver the Escrow Agreement, the Registration Rights Agreement, the Employment Agreements and perform its obligations under the other documents, agreements, certificates and other instruments to be executed, delivered and performed in connection with the transactions contemplated by this Agreement and (collectively the Ancillary Agreements "Transaction Agreements") to which it is or will be a party, party and to consummate the transactions contemplated hereby perform its obligations hereunder and therebythereunder. The executionexecution and delivery of each of the Transaction Agreements to which the Company is a party (the "Company Transaction Agreements") and, delivery and performance by Seller, each Acquired Company and each Seller Party subject to the adoption of this Agreement and the Ancillary Agreements approval of the Merger by: (a) holders of not less than two-thirds of the outstanding shares of the Series A Convertible Preferred Stock and the Series B Convertible Preferred Stock, voting together as a single class, and (b) a majority of the votes represented by the outstanding Company Common Stock, in each case, entitled to which it is or will be a partyvote on this Agreement and the Merger, voting in accordance with the CGCL and the Charter of the Company (the "Requisite Shareholder Approval"), the performance by the Company of this Agreement and the other Company Transaction Agreements, and the consummation by such parties the Company of the transactions contemplated and hereby and thereby have been and, in the case of the Ancillary Agreements, will be at Closing, duly and validly authorized by all necessary corporate or other organizational action on the part of Seller, the Acquired Companies Company. This Agreement and the Seller Parties other Company Transaction Agreements have been duly and no other corporate or other organizational proceedings on validly executed and delivered by the part of Seller, any Acquired Company or any Seller Party are (or, in the case of the Ancillary Agreements, will be, necessary to authorize the execution, delivery and performance by Seller, any Acquired Company or any Seller Party of this Agreement or the Ancillary Transaction Agreements to which it is or will be a party, or to consummate the transactions contemplated hereby or thereby. (b) This Agreement has been, and upon execution and delivery of the Ancillary Agreements to which Seller, each Acquired Company and each Seller Party is or will be a party, such Ancillary Agreements will be, duly executed and delivered by Sellerat Closing, each Acquired Company when executed and each Seller Party that is a party thereto, and this Agreement constitutes, and upon execution and delivery of the Ancillary Agreements to which Seller, each Acquired Company and each Seller Party is or delivered will be a partyduly and validly executed and delivered) and, such Ancillary Agreements will constitute (assuming the due authorization, execution and delivery by each party other than Sellerthe Buyer and the Merger Sub, constitute (or, in the Acquired Companies case of Transaction Agreements to be executed and each Seller Party to such Ancillary Agreement)delivered at Closing, the legal, when executed and delivered will constitute) a valid and binding obligation of Sellerthe Company, each Acquired Company and each Seller Party, in each case enforceable against each party thereto the Company in accordance with its terms (terms, except as enforcement may be limited by bankruptcy, insolvency, fraudulent transfer, moratoriumconveyance, reorganization, preference or moratorium and other similar Laws of general applicability relating to or laws affecting the enforcement of creditors' rights generally, and except that the availability of creditors of insurance companies or of creditors generally and equitable remedies, including specific performance, is subject to general principles the discretion of equity (regardless of whether enforcement is sought in equity or at law) (the “Bankruptcy and Equity Exceptions”))court before which any proceeding therefor may be brought.

Authorization of Transaction. Subject to the Sale Order having been entered and still being in effect and not subject to any stay pending appeal at the time of Closing: (a) Each of Seller, each Acquired Company and each Seller Party has all requisite corporate or other organizational power and authority to execute, execute and deliver and perform its obligations under this Agreement and the Ancillary all Related Agreements to which it is or will be a party, party and to consummate the transactions contemplated hereby perform its obligations hereunder and thereby. The execution, delivery and performance by Seller, each Acquired Company and each Seller Party of this Agreement and the Ancillary Agreements to which it is or will be a party, and the consummation by such parties of the transactions contemplated hereby and thereby have been and, in the case of the Ancillary Agreements, will be at Closing, duly and validly authorized by all necessary corporate or other organizational action on the part of Seller, the Acquired Companies and the Seller Parties and no other corporate or other organizational proceedings on the part of Seller, any Acquired Company or any Seller Party are or, in the case of the Ancillary Agreements, will be, necessary to authorize thereunder; the execution, delivery and performance of this Agreement and all Related Agreements to which a Seller is a party have been duly authorized by Seller, any Acquired Company or such Seller and no other corporate action on the part of any Seller Party of is necessary to authorize this Agreement or the Ancillary Related Agreements to which it is or will be a party, party or to consummate the transactions contemplated hereby or thereby.; and (b) This this Agreement has been, been duly and upon execution and delivery of the Ancillary Agreements to which Seller, each Acquired Company and each Seller Party is or will be a party, such Ancillary Agreements will be, duly validly executed and delivered by each Seller, and, upon their execution and delivery in accordance with the terms of this Agreement, each Acquired Company of the Related Agreements to which any Seller is a party will have been duly and validly executed and delivered by each Seller Party such Seller, as applicable. Assuming that this Agreement constitutes a valid and legally-binding obligation of Buyer, this Agreement constitutes the valid and legally-binding obligations of Sellers, enforceable against Sellers in accordance with its terms and conditions, subject to applicable bankruptcy, insolvency, moratorium or other similar Laws relating to creditors’ rights and general principles of equity. Assuming, to the extent that it is a party thereto, that each Related Agreement constitutes a valid and this legally-binding obligation of Buyer, each Related Agreement constitutes, and upon execution and delivery of the Ancillary Agreements to which Seller, each Acquired Company and each any Seller Party is or will be a party, such Ancillary Agreements when executed and delivered, constituted or will constitute (assuming due authorization, execution the valid and delivery by each party other than legally-binding obligations of such Seller, the Acquired Companies and each Seller Party to such Ancillary Agreement)as applicable, the legal, valid and binding obligation of Seller, each Acquired Company and each Seller Party, in each case enforceable against each party thereto Sellers, as applicable, in accordance with its their respective terms (except as may be limited by and conditions, subject to applicable bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization, preference moratorium or other similar Laws of general applicability relating to or affecting the creditors’ rights of creditors of insurance companies or of creditors generally and subject to general principles of equity (regardless of whether enforcement is sought in equity or at law) (the “Bankruptcy and Equity Exceptions”))equity.

Authorization of Transaction. (a) Each of Seller, each Acquired Company the Parent and each Seller Party the Acquisition Subsidiary has all requisite corporate or other organizational power and authority to execute, execute and deliver this Agreement and to perform its obligations under this Agreement hereunder. The execution and delivery by the Parent and the Ancillary Agreements to which it is or will be a party, and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by Seller, each Acquired Company and each Seller Party Acquisition Subsidiary of this Agreement and the Ancillary Agreements to which it is or will be a partyagreements contemplated hereby including the Reincorporation Merger Agreement (collectively, the “Transaction Documentation”), and subject to the consummation by such parties adoption of this Agreement and the approval of the transactions contemplated hereby by this Agreement and thereby the Reincorporation Merger Agreement by no less than a majority of the votes represented by the outstanding shares of Parent Common Stock and Parent Series B Preferred entitled to vote on this Agreement and the Reincorporation Merger Agreement and the transactions contemplated by this - 7 - Agreement and the Reincorporation Merger Agreement voting individually, or together as one class, which represents approval of holders of more than 50% of the Parent’s outstanding voting securities (the “Stockholder Approval”), have been and, in the case of the Ancillary Agreements, will be at Closing, duly and validly authorized by all necessary corporate or other organizational action on the part of Seller, the Acquired Companies Parent and the Seller Parties Acquisition Subsidiary, respectively. This Agreement and no other corporate or other organizational proceedings on each of the part of Seller, any Acquired Company or any Seller Party are or, documents included in the case of the Ancillary Agreements, will be, necessary to authorize the execution, delivery Transaction Documentation has been duly and performance by Seller, any Acquired Company or any Seller Party of this Agreement or the Ancillary Agreements to which it is or will be a party, or to consummate the transactions contemplated hereby or thereby. (b) This Agreement has been, and upon execution and delivery of the Ancillary Agreements to which Seller, each Acquired Company and each Seller Party is or will be a party, such Ancillary Agreements will be, duly validly executed and delivered by Sellerthe Parent or the Acquisition Subsidiary, each Acquired Company and each Seller Party that is a party theretoas the case may be, and this Agreement constitutesand, and upon execution and delivery subject to receipt of the Ancillary Agreements to which Seller, each Acquired Company and each Seller Party is or will be a party, such Ancillary Agreements will constitute Stockholder Approval (assuming due authorization, execution and delivery by each party other than Seller, the Acquired Companies and each Seller Party to such Ancillary AgreementPartnership), the legal, constitutes a valid and binding obligation of Sellerthe Parent or the Acquisition Subsidiary, each Acquired Company and each Seller Partyas the case may be, in each case enforceable against each party thereto them in accordance with its terms (terms, except as such enforceability may be limited by under applicable bankruptcy, insolvencyinsolvency and similar laws, fraudulent transfer, moratorium, reorganization, preference rules or similar Laws of general applicability relating to or regulations affecting the creditors’ rights of creditors of insurance companies or of creditors and remedies generally and subject to general principles of equity equity, whether applied in a court of law or a court of equity. (regardless b) Neither the execution and delivery of whether enforcement this Agreement by Parent or Acquisition Subsidiary, nor the consummation by Parent or Acquisition Subsidiary of the transactions contemplated by this Agreement and the Reincorporation Merger Agreement, nor compliance by Parent or Acquisition Subsidiary with any of the terms or provisions of this Agreement and the Reincorporation Merger Agreement, will (i) violate any provision of the Organizational Documents of the Parent or Acquisition Subsidiary or (ii) assuming that the consents, approvals and filings referred to in Section 3.3(a) and Section 3.4 are duly obtained and/or made, (A) violate any Law or Order applicable to Parent, any of its subsidiaries or any of their respective properties or assets or (B) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event that, with or without the giving of notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, require the consent, approval or authorization of, or notice to or filing with any third-party with respect to, or result in the creation of any Lien upon any of the respective properties or assets of Parent or any of its subsidiaries under, any of the terms, conditions or provisions of any Permit, Contract or other obligation to which Parent or any of its subsidiaries is sought a party or by which any of them or any of their respective properties or assets is bound except, with respect to clause (ii), any such violation, conflict, breach, default, termination, cancellation, acceleration or creation that would not, individually or in equity the aggregate, reasonably be expected to have a Parent Material Adverse Effect. (c) Neither the consummation by Parent or at lawthe Acquisition Subsidiary of the transactions contemplated by this Agreement nor compliance by Parent with any of the terms or provisions of this Agreement will violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event that, with or without the giving of notice or lapse of time, or both, would constitute a default) (under, result in the “Bankruptcy and Equity Exceptions”))termination of or a right of termination or cancellation under, accelerate the performance required by, require the consent, confirmation, approval or authorization of, or notice to or filing with any third-party with respect to, any of the terms, conditions or provisions of any Contract listed in Section 3.16 of the Parent Disclosure Schedule.

Authorization of Transaction. (a) Each of Seller, each Acquired Company and each Seller PHH Party has all the requisite corporate or other organizational power to execute and authority to execute, deliver and perform its obligations under this Agreement and each of the Ancillary other Transaction Agreements to which it is or will be a party, party and to consummate the transactions contemplated hereby perform its obligations hereunder and therebythereunder. The execution, delivery and performance by Seller, each Acquired Company and each Seller PHH Party of this Agreement and the Ancillary other Transaction Agreements to which it is or will be a party, and the consummation by such parties it of the transactions contemplated hereby and thereby Transactions, have been andduly and validly authorized by, in the case of PHH, the Ancillary AgreementsBoard of Directors of PHH (the “PHH Board”), will be at Closingand in the case of each Seller, duly by its board of directors or comparable governing body, and validly authorized by all necessary no other corporate or other organizational action on the part of Seller, the Acquired Companies and the Seller Parties and no other corporate or other organizational proceedings on the part of Seller, any Acquired Company or any Seller such PHH Party are or, in the case of the Ancillary Agreements, will be, is necessary to authorize the execution, delivery and performance by Seller, any Acquired Company or any Seller such PHH Party of this Agreement or the Ancillary other Transaction Agreements to which it is or will be a partyparty and the consummation by it of the Transactions, or except that the consummation of the Transactions requires, and the board approvals related to consummate the transactions contemplated hereby or thereby. (b) Transactions are contingent on the receipt of, the Stockholder Approval. This Agreement has been, and upon execution and delivery of the Ancillary other Transaction Agreements to which Seller, each Acquired Company and each Seller Party it is or will be a party, such Ancillary Agreements party will be, duly executed and delivered by Sellereach PHH Party and, each Acquired Company and each Seller Party that is a party thereto, and this Agreement constitutes, and upon execution and delivery of the Ancillary Agreements to which Seller, each Acquired Company and each Seller Party is or will be a party, such Ancillary Agreements will constitute (assuming due and valid authorization, execution and delivery of this Agreement and the other Transaction Agreements by each party the other than Sellerparties hereto and thereto, the Acquired Companies is and each Seller Party to such Ancillary Agreement), the legal, will (when executed and delivered) be a valid and binding obligation of Seller, each Acquired Company and each Seller such PHH Party, in each case enforceable against each party thereto it in accordance with its terms terms, except that (except as i) such enforcement may be limited by subject to applicable bankruptcy, reorganization, insolvency, fraudulent transfermoratorium or other similar Laws, moratoriumnow or hereafter in effect, reorganization, preference or similar Laws of general applicability relating to or affecting the creditors’ rights of creditors of insurance companies or of creditors generally and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to general principles equitable defenses and to the discretion of equity the court before which any Action therefor may be brought (regardless (i) and (ii) collectively, the “General Enforceability Exceptions”). (b) The affirmative vote of whether enforcement is sought in equity or at law) the holders of a majority of outstanding Shares entitled to vote on the approval of the Transactions (the “Bankruptcy Stockholder Approval”) is the only vote or consent of the holders of any class or series of PHH’s capital stock that is necessary in connection with the consummation of the Transactions. (c) At a meeting duly called and Equity Exceptionsheld, the PHH Board (i) declared that the Transactions are advisable and in the best interests of the stockholders of PHH, (ii) approved the execution, delivery and performance of this Agreement and the consummation of the Transactions, and (iii) resolved (subject to Section 4.2) to recommend to the stockholders of PHH that they approve the Transactions (such recommendation, the “PHH Recommendation”))) and direct that such matter be submitted for the consideration of the stockholders of PHH at the Special Meeting.

Authorization of Transaction. (a) Each of SellerVideocon d2h has full entity power, each Acquired Company authority and each Seller Party has all requisite corporate or other organizational power legal capacity to execute and authority to execute, deliver and perform its obligations under this the Agreement and the Ancillary Agreements to which it is or will be a party, party and to consummate the transactions contemplated hereby perform its obligations hereunder and therebythereunder. The execution, execution and delivery and performance by Seller, each Acquired Company and each Seller Party Videocon d2h of this the Agreement and the Ancillary Agreements to which it is or will be a party, party and the consummation performance by such parties Videocon d2h of the transactions contemplated hereby and thereby have been and, in the case of the Ancillary Agreements, will be at Closing, duly and validly authorized approved by all necessary corporate or other organizational requisite action on of Videocon d2h. Assuming the part of Seller, the Acquired Companies and the Seller Parties and no other corporate or other organizational proceedings on the part of Seller, any Acquired Company or any Seller Party are or, in the case of the Ancillary Agreements, will be, necessary to authorize the execution, delivery and performance by Seller, any Acquired Company or any Seller Party of this Agreement or the Ancillary Agreements to which it is or will be a party, or to consummate the transactions contemplated hereby or thereby. (b) This Agreement has been, and upon execution and delivery of the Ancillary Agreements to which Seller, each Acquired Company and each Seller Party is or will be a party, such Ancillary Agreements will be, duly executed and delivered by Seller, each Acquired Company and each Seller Party that is a party thereto, and this Agreement constitutes, and upon execution and delivery of the Ancillary Agreements to which Seller, each Acquired Company and each Seller Party is or will be a party, such Ancillary Agreements will constitute (assuming due authorization, execution and delivery of this Agreement and the Ancillary Agreements by each party the other than Sellerparties thereto, the Acquired Companies this Agreement and each Seller Party Ancillary Agreement to such Ancillary Agreement), which Videocon d2h is a party constitute the legal, valid and legally binding obligation of SellerVideocon d2h, each Acquired Company and each Seller Party, in each case enforceable against each party thereto Videocon d2h in accordance with its terms (their terms, except as such enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization, preference or moratorium and similar Laws laws affecting creditors generally and by the availability of general applicability relating equitable remedies. (b) The Shares, when issued and delivered against payment thereof, may be freely deposited by Videocon d2h with the Depositary; the ADSs to be issued, when issued and delivered against payment thereof, will be freely transferable by Videocon d2h to or affecting for the account of the SEAC Distribution Record Holders; and except as disclosed in the F-4 there are no restrictions on subsequent transfers of such ADSs: (i) under the laws of India or the United States or (ii) any contractual restrictions on resale. (c) Upon issuance by the Depositary of the ADRs evidencing ADSs and the deposit of Shares in respect thereof in accordance with the provisions of the Deposit Agreement, such ADSs will be duly authorized, validly issued, fully paid and nonassessable, and the persons in whose names such ADSs are registered will be entitled to the rights of creditors registered holders of insurance companies or the ADSs specified therein and in the Deposit Agreement. The Deposit Agreement, when executed, will conform in all material respects to the descriptions thereof contained in the F-4. (d) Except as disclosed in the F-4, all dividends and other distributions which may be declared and payable on the equity shares of creditors generally Videocon d2h may under the current laws, rules and regulations of India be paid to the Depositary, and where they are to be paid from India are freely transferred out of India. Except as disclosed in the F-4, all such dividends and other distributions will not be subject to general principles withholding or other Taxes under the Laws of equity (regardless India and are otherwise free and clear of whether enforcement is sought any other Tax, withholding or deduction in equity or at law) (India and without the “Bankruptcy and Equity Exceptions”))necessity of obtaining any Consent of any Governmental Body in India.

Authorization of Transaction. (ai) Each of Seller, each Acquired Company and each Seller Party has all requisite corporate or other organizational power and authority to executeexecute and deliver this Agreement, deliver and perform its obligations under this Agreement and and, subject to the Ancillary Agreements to which it is or will be a partyRequisite Stockholder Approvals, and to consummate the transactions contemplated hereby and therebyhereby. The executionBoard of Directors of Edisto, delivery has approved this Agreement and performance by Seller, each Acquired Company Merger 1 in accordance with the applicable provisions of the DGCL and each Seller Party (A) recommended approval of this Agreement and Merger 1 by the Ancillary Agreements to which it is or will be a partyEdisto Stockholders, and (B) duly and validly authorized the execution and delivery of this Agreement by Edisto and the consummation by such parties Edisto of the transactions contemplated hereby hereby. The Board of Directors of Convest has approved this Agreement and thereby have been and, Merger 3 in accordance with the case applicable provisions of the Ancillary AgreementsTBCA and (A) recommended approval of this Agreement and Merger 3 by the Convest Stockholders, will be at Closing, and (B) duly and validly authorized the execution and delivery of this Agreement by all necessary corporate or other organizational action on the part of Seller, the Acquired Companies Convest and the Seller Parties and consummation by Convest of the transactions contemplated hereby. Except for the Requisite Stockholder Approvals, no other corporate or other organizational proceedings on the part of Seller, any Acquired Company or any either Seller Party are or, in the case of the Ancillary Agreements, will be, necessary to authorize the execution, delivery and performance by Seller, any Acquired Company or any Seller Party of this Agreement or the Ancillary Agreements to which it is or will be a party, or to consummate the transactions contemplated hereby or thereby. (b) so contemplated. This Agreement has been, and upon execution and delivery of the Ancillary Agreements to which Seller, each Acquired Company and each Seller Party is or will be a party, such Ancillary Agreements will be, been duly executed and delivered by Seller, each Acquired Company and on behalf of each Seller Party that is a party theretoand, and this Agreement constitutessubject to the Requisite Stockholder Approvals, and upon execution and delivery of constitutes the Ancillary Agreements to which Seller, each Acquired Company and each Seller Party is or will be a party, such Ancillary Agreements will constitute (assuming due authorization, execution and delivery by each party other than Seller, the Acquired Companies and each Seller Party to such Ancillary Agreement), the legal, valid and legally binding obligation of each Seller, each Acquired Company and each Seller Party, in each case enforceable against each party thereto Seller in accordance with its terms and conditions, except that (except as A) such enforcement may be limited by subject to bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization, preference moratorium or other similar Laws of general applicability laws now or hereafter in effect relating to or affecting the creditors' rights of creditors of insurance companies or of creditors generally and (B) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to general principles equitable defenses and to the discretion of equity the court before which any proceeding therefor may be brought. (regardless ii) The only votes of whether enforcement is sought Edisto Stockholders required to adopt the Agreement and approve Merger 1 are the affirmative vote of the holders of a majority of Edisto Common Stock pursuant to Section 216 of the DGCL, Edisto's Restated Certificate of Incorporation, as amended, and Section 5 of Edisto's By-laws, represented in equity person or by proxy, at law) (a stockholder meeting called by Edisto for the “Bankruptcy purpose of considering and Equity Exceptions”)).voting upon the Agreement and Merger 1 or by written consent in lieu of a meeting pursuant to Section 228 of the DGCL and in accordance with Edisto's Restated Certificate of Incorporation, as amended; the only votes of Convest Stockholders required to adopt the Agreement and approve Merger 3 are the affirmative vote of the holders of two-thirds of the outstanding shares of Convest Common Stock pursuant to Article XII.A. of Convest's Articles of Incorporation and Article 5.03 of the TBCA, represented in person or by proxy, at a stockholder meeting called by Convest for the purpose of considering and voting upon the Agreement and Merger 3 or by written consent in lieu of a meeting pursuant to Article XII.B. of Convest's Articles of Incorporation and Article

Authorization of Transaction. (a) Each of Seller, each Acquired Company and each Such Seller Party has all requisite corporate or other organizational full power and authority to execute, execute and deliver and perform its obligations under this Agreement and the Ancillary Agreements Transaction Documents to which it is or will be a party, and to consummate the transactions contemplated hereby and thereby. The execution, execution and delivery and performance by Seller, each Acquired Company and each Seller Party of this Agreement and the Ancillary Agreements Transaction Documents to which it is or will be a party, party and the consummation by such parties of the transactions contemplated hereby and thereby have been and, in the case of the Ancillary Agreements, will be at Closing, duly and validly authorized by all necessary required corporate or other organizational action action, as the case may be, on the part of Seller, the Acquired Companies and the such Seller Parties and no other corporate or other organizational proceedings proceedings, as the case may be, on the part of Seller, any Acquired Company or any such Seller Party are or, in the case of the Ancillary Agreements, will be, necessary to authorize the execution, execution and delivery and performance by Seller, any Acquired Company or any Seller Party of this Agreement or the Ancillary Agreements to which it is or will be a party, Transaction Documents or to consummate the transactions contemplated hereby or thereby. (b) . This Agreement has been, and upon execution and delivery of the Ancillary Agreements at Closing each other Transaction Document to which Seller, each Acquired Company and each be executed by such Seller Party is or will be a party, such Ancillary Agreements (if any) will be, duly executed and delivered by Seller, each Acquired Company such Seller and each Seller Party that is a party thereto, and this Agreement constitutes, and upon execution and delivery of the Ancillary Agreements to which Seller, each Acquired Company and each Seller Party is or will be a party, such Ancillary Agreements will constitute (assuming due authorization, execution and delivery by each party other than Seller, the Acquired Companies and each Seller Party to such Ancillary Agreementas applicable), the legal, a valid and legally binding obligation of such Seller, each Acquired Company and each Seller Party, in each case enforceable against each party thereto in accordance with its terms (terms, except as that such enforcement may be limited by bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization, preference moratorium or other similar Laws of general applicability laws now or hereafter in effect relating to or affecting the rights and remedies of creditors of insurance companies or of creditors generally and subject to general principles of equity (regardless whether considered in a proceeding at law or in equity) and the discretion of whether enforcement the court before which any proceeding therefor may be brought. No filing or registration with, notification to, or authorization, consent or approval of any Governmental Authority is sought required in equity connection with the execution and delivery of the Transaction Documents by such Seller or at lawthe performance by such Seller of its obligations hereunder, except (i) filings under the HSR Act, (ii) those that become applicable as a result of matters specifically related to Buyer or its Affiliates, and (iii) such other Governmental Authority filings, registrations, notifications, authorizations, consents or approvals the “Bankruptcy and Equity Exceptions”))failure of which to be obtained or made would not have a material adverse effect on such Seller’s ability to consummate the transactions contemplated hereby.