Common use of Authorization Clause in Contracts

Authorization. (a) The Company has all necessary corporate power and authority to enter into this Agreement and will at the Closing have taken all necessary corporate action, including stockholder consent or approval (if necessary), to consummate the transactions contemplated hereby and to perform its obligations hereunder. The execution and delivery of this Agreement by the Company and the performance of its obligations hereunder have been duly and validly authorized by the Board of Directors of the Company and, other than the approval and adoption of this Agreement by the requisite vote of the Company's stockholders, no other corporate proceedings on the part of the Company are necessary, and this Agreement has been duly executed and delivered by the Company and (assuming the valid authorization, execution and delivery of this Agreement by the Parent and the Purchaser) constitutes a valid and binding obligation of the Company enforceable against it in accordance with its terms, except as such enforceability may be limited by (i) bankruptcy, insolvency, reorganization, moratorium or other similar laws, now or hereafter in effect, relating to or limiting creditors' rights generally and (ii) general principles of equity (whether considered in an action in equity or at law) which provide, among other things, that the remedy of specific performance and injunctive and other forms of equity relief are subject to equitable defenses and the discretion of the court before which any proceedings therefor may be brought. (b) The Board of Directors of the Company has duly and validly approved and taken all corporate action required to be taken by the Board of Directors for the approval and confirmation of the transactions contemplated by this Agreement and the Tender Agreements, including, without limitation, all actions necessary to render the provisions of Section 203 of the Delaware Law inapplicable to transactions contemplated by this Agreement or the Tender Agreements. No Oklahoma takeover statute or similar statute or regulation applies or purports to apply to the Parent, the Purchaser, the Merger, this Agreement, the Tender Agreements or any of the transactions contemplated by this Agreement or the Tender Agreements in connection with the transactions contemplated by this Agreement or the Tender Agreements. (c) The Board of Directors of the Company has duly and validly approved and taken all corporate actions required to be taken by the Board of Directors for the approval of the amendments to the Amended and Restated Certificate of Incorporation of the Company (which amendments are attached as Exhibit B hereto) (the "Charter Amendment"). The stockholders of the Company have duly and validly approved the Charter Amendment. Subject to (i) the provisions of the Exchange Act relating to the distribution of an information statement to the stockholders of the Company and (ii) the filing of a certificate of amendment ("Certificate of Amendment") with the Secretary of State of the State of Delaware, no further action is required to make effective the Charter Amendment. The execution and delivery of the Tender Agreements, the tender of shares of Common Stock pursuant to the Offer and the grant of the options contemplated by the Tender Agreements do not conflict with Article Fifth of the Amended and Restated Certificate of Incorporation of the Company, and upon the effectiveness of the Charter Amendment neither the purchase of shares of Common Stock pursuant to the Offer nor the exercise of any such options under the Tender Agreement will violate the Amended and Restated Certificate of Incorporation of the Company.

Authorization. (a) The Company Each of Seller, FGWLA, CLAC and, if applicable, their Affiliates has all necessary corporate the requisite power and authority to enter into this Agreement execute, deliver and will at the Closing have taken all necessary corporate action, including stockholder consent or approval (if necessary), to consummate the transactions contemplated hereby and to perform its obligations hereunderunder this Agreement, each of the Ancillary Agreements to be executed by it and the other agreements, documents and instruments to be executed and delivered in connection with this Agreement or the Ancillary Agreements. The execution and delivery by Seller, FGWLA, CLAC and, if applicable, their Affiliates of this Agreement, the Ancillary Agreements and the other agreements, documents and instruments to be executed and delivered in connection with this Agreement or the Ancillary Agreements by the Company Seller, FGWLA, CLAC and, if applicable, their Affiliates, and the performance by Seller, FGWLA, CLAC and, if applicable, their Affiliates of its their respective obligations hereunder and thereunder, have been duly and validly authorized by the Board of Directors of the Company and, other than the approval and adoption of this Agreement by the requisite vote of the Company's stockholders, no other all necessary corporate proceedings action on the part of the Company are necessarySeller, and this FGWLA, CLAC and, if applicable, their Affiliates. This Agreement has been duly executed and delivered by Seller, FGWLA and CLAC and, subject to the Company and (assuming the valid authorization, due execution and delivery of hereof by Purchaser, this Agreement by the Parent and the Purchaser) constitutes is a valid and binding obligation of the Company Seller, FGWLA and CLAC, respectively, enforceable against it Seller, FGWLA and CLAC, as appropriate, in accordance with its terms, except as such enforceability may be limited by (i) bankruptcy, insolvency, reorganization, moratorium or and other similar laws, now or hereafter in effect, laws relating to or limiting affecting creditors' ’ rights generally and by general equitable principles (ii) general principles regardless of equity (whether such enforceability is considered in an action a proceeding in equity or at law) which provide). Each Ancillary Agreement and each other agreement, among other things, that the remedy of specific performance document and injunctive and other forms of equity relief are subject to equitable defenses and the discretion of the court before which any proceedings therefor may be brought. (b) The Board of Directors of the Company has duly and validly approved and taken all corporate action required instrument to be taken by the Board of Directors for the approval executed and confirmation of the transactions contemplated by this Agreement and the Tender Agreements, including, without limitation, all actions necessary to render the provisions of Section 203 of the Delaware Law inapplicable to transactions contemplated by delivered in connection with this Agreement or the Tender Ancillary Agreements. No Oklahoma takeover statute or similar statute or regulation applies or purports to apply , when executed and delivered by Seller, FGWLA, CLAC and, if applicable, their Affiliates, will be duly executed and delivered by Seller, FGWLA, CLAC and their Affiliates, as applicable, and, subject to the Parentdue execution and delivery of such agreements, documents and instruments by the Purchaserother parties thereto, the Mergereach Ancillary Agreement and each other agreement, this Agreement, the Tender Agreements or any of the transactions contemplated by document and instrument to be delivered in connection with this Agreement or the Tender Ancillary Agreements executed by Seller, FGWLA, CLAC or their Affiliates will be a valid and binding obligation of Seller, FGWLA, CLAC or their Affiliates, as applicable, enforceable against Seller, FGWLA, CLAC or their Affiliates, as appropriate, in connection accordance with the transactions contemplated its terms, except as enforceability may be limited by this Agreement or the Tender Agreements. (c) The Board of Directors of the Company has duly bankruptcy, insolvency, reorganization, moratorium and validly approved and taken all corporate actions required to be taken by the Board of Directors for the approval of the amendments to the Amended and Restated Certificate of Incorporation of the Company (which amendments are attached as Exhibit B hereto) (the "Charter Amendment"). The stockholders of the Company have duly and validly approved the Charter Amendment. Subject to (i) the provisions of the Exchange Act other similar laws relating to the distribution or affecting creditors’ rights generally and by general equitable principles (regardless of an information statement to the stockholders of the Company and (ii) the filing of whether such enforceability is considered in a certificate of amendment ("Certificate of Amendment") with the Secretary of State of the State of Delaware, no further action is required to make effective the Charter Amendment. The execution and delivery of the Tender Agreements, the tender of shares of Common Stock pursuant to the Offer and the grant of the options contemplated by the Tender Agreements do not conflict with Article Fifth of the Amended and Restated Certificate of Incorporation of the Company, and upon the effectiveness of the Charter Amendment neither the purchase of shares of Common Stock pursuant to the Offer nor the exercise of any such options under the Tender Agreement will violate the Amended and Restated Certificate of Incorporation of the Companyproceeding in equity or at law).

Authorization. (a) The Company has all necessary requisite corporate power and authority to enter into this Agreement and will at the Closing have taken all necessary corporate action, including stockholder consent or approval (if necessary), to consummate the transactions contemplated hereby Transaction Agreements and to carry out and perform its obligations hereunder. The execution under the terms of the Transaction Agreements, including the issuance and delivery sale of this Agreement by the Company Securities, the issuance of the shares of Common Stock issuable upon exercise of the Pre-Funded Warrants (the “Pre-Funded Warrant Shares”), and the performance of its obligations hereunder have been duly and validly authorized by the Board of Directors issuance of the Company and, other than the approval and adoption shares of this Agreement by the requisite vote Common Stock issuable upon exercise of the Company's stockholdersCommon Warrants (the “Common Warrant Shares” and together with the Pre-Funded Warrant Shares, no other the “Warrant Shares”) (or Pre-Funded Warrants in lieu thereof). All corporate proceedings action on the part of the Company are necessaryCompany, its officers, directors and this stockholders necessary for the authorization of the Shares and the Warrant Shares, the authorization, execution, delivery and performance of the Transaction Agreements and the consummation of the transactions contemplated herein, including the issuance and sale of the Securities and the Warrant Shares, has been taken. This Agreement has been duly executed and delivered by the Company and (and, assuming the valid due authorization, execution and delivery of by each Investor and that this Agreement by constitutes the Parent legal, valid and binding agreement of each Investor, this Agreement and each of the Purchaser) Warrants constitutes a legal, valid and binding obligation of the Company Company, enforceable against it the Company in accordance with its terms, except as such enforceability may be limited by (i) bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other and similar laws, now or hereafter in effect, laws relating to or limiting creditors' affecting the rights of creditors generally and or by general equity principles (ii) general principles regardless of equity (whether such enforceability is considered in an action a proceeding in equity or at law) which provide, among other things, that ). Upon its execution by the remedy of specific performance and injunctive and other forms of equity relief are subject to equitable defenses Company and the discretion other parties thereto and assuming that it constitutes legal, valid and binding agreements of the court before which any proceedings therefor other parties thereto, the Registration Rights Agreement will constitute a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as such enforceability may be brought. limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws relating to or affecting the rights of creditors generally or by general equity principles (b) The Board regardless of Directors whether such enforceability is considered in a proceeding in equity or at law). A subcommittee of the Company has duly and validly approved and taken all corporate action required to be taken by Audit Committee of the Board of Directors for the approval and confirmation comprised solely of independent directors who are not Investors or affiliates of any Investor has approved the transactions contemplated by this Agreement and the Tender Agreements, including, without limitation, all actions necessary to render the provisions of Section 203 of the Delaware Law inapplicable to transactions contemplated by this Agreement or the Tender Agreements. No Oklahoma takeover statute or similar statute or regulation applies or purports to apply to the Parent, the Purchaser, the Merger, this Agreement, the Tender Agreements or any of the transactions contemplated by this Agreement or the Tender Agreements in connection with the transactions contemplated by this Agreement or the Tender Transaction Agreements. (c) The Board of Directors of the Company has duly and validly approved and taken all corporate actions required to be taken by the Board of Directors for the approval of the amendments to the Amended and Restated Certificate of Incorporation of the Company (which amendments are attached as Exhibit B hereto) (the "Charter Amendment"). The stockholders of the Company have duly and validly approved the Charter Amendment. Subject to (i) the provisions of the Exchange Act relating to the distribution of an information statement to the stockholders of the Company and (ii) the filing of a certificate of amendment ("Certificate of Amendment") with the Secretary of State of the State of Delaware, no further action is required to make effective the Charter Amendment. The execution and delivery of the Tender Agreements, the tender of shares of Common Stock pursuant to the Offer and the grant of the options contemplated by the Tender Agreements do not conflict with Article Fifth of the Amended and Restated Certificate of Incorporation of the Company, and upon the effectiveness of the Charter Amendment neither the purchase of shares of Common Stock pursuant to the Offer nor the exercise of any such options under the Tender Agreement will violate the Amended and Restated Certificate of Incorporation of the Company.

Authorization. (a) The Company Stockholder has all necessary the requisite corporate power and authority to enter into execute and deliver this Agreement and will at the Closing have taken all necessary corporate action, including stockholder consent or approval (if necessary), to consummate the transactions other agreements and instruments contemplated hereby and to perform its obligations hereunderhereunder and thereunder. The execution execution, delivery and delivery performance by the Stockholder of this Agreement by and the Company other agreements and instruments contemplated hereby and the performance by the Stockholder of its obligations hereunder the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate and other action of the Stockholder and do not and will not contravene or violate its certificate of incorporation and by-laws. (b) Except as set forth on Schedule 3.2 hereto, no consents, waivers, approvals, authorizations or orders of, or registrations or qualifications with, any person, bank, corporation, association, governmental body or court having authority or power to regulate, supervise or direct the businesses and affairs of the Stockholder, the Companies are necessary for the consummation by the Stockholder of the transactions contemplated by this Agreement. (c) This Agreement has been, and the agreements and instruments contemplated hereby will at the Closing be, duly and validly authorized by the Board of Directors of the Company and, other than the approval and adoption of this Agreement by the requisite vote of the Company's stockholders, no other corporate proceedings on the part of the Company are necessary, and this Agreement has been duly executed and delivered by the Company Stockholder and (assuming the valid due authorization, execution and delivery of this Agreement by the Parent Purchaser and each other party thereto) constitute or will then constitute, as the Purchaser) constitutes a case may be, the legal, valid and binding obligation obligations of the Company Stockholder, enforceable against it in accordance with its their respective terms, except as such enforceability may be limited by (i) subject to the effect of bankruptcy, insolvency, reorganization, moratorium or moratorium, fraudulent conveyance and other similar laws, now or hereafter in effect, laws relating to or limiting affecting creditors' rights generally and (ii) general principles of equity (whether considered in an action in equity or at law) which provide, among other things, that the remedy of specific performance and injunctive and other forms of equity relief are subject to equitable defenses court decisions with respect thereto and the discretion availability of the court before which any proceedings therefor may be broughtequitable remedies. (bd) The Board Subject to obtaining the consents described on Schedule 3.2 hereto, the execution, delivery and performance of Directors of this Agreement and the Company has duly and validly approved and taken all corporate action required to be taken by the Board of Directors for the approval and confirmation performance of the transactions contemplated hereby do not and will not contravene or violate (i) any material agreement or other material instrument by this Agreement and which the Tender Agreements, including, without limitation, all actions necessary to render the provisions of Section 203 of the Delaware Law inapplicable to transactions contemplated by this Agreement Stockholder or the Tender Agreements. No Oklahoma takeover statute Companies are bound or similar statute or regulation applies or purports to apply to the Parent, the Purchaser, the Merger, this Agreement, the Tender Agreements or by which any of the transactions contemplated by this Agreement assets of the Stockholder or the Tender Agreements in connection with the transactions contemplated by this Agreement Companies are affected or the Tender Agreements. (c) The Board of Directors of the Company has duly and validly approved and taken all corporate actions required to be taken by the Board of Directors for the approval of the amendments to the Amended and Restated Certificate of Incorporation of the Company (which amendments are attached as Exhibit B hereto) (the "Charter Amendment"). The stockholders of the Company have duly and validly approved the Charter Amendment. Subject to (i) the provisions of the Exchange Act relating to the distribution of an information statement to the stockholders of the Company and (ii) any judgment, order, injunction, decree, statute, rule or regulation applicable to the filing of a certificate of amendment ("Certificate of Amendment") with Stockholder or the Secretary of State Companies or the assets or businesses of the State of Delaware, no further action is required to make effective the Charter AmendmentCompanies. The execution and delivery For purposes of the Tender Agreementsforegoing, an agreement shall be considered "material" if it satisfies the tender criteria set forth in the last sentence of shares of Common Stock pursuant to the Offer and the grant of the options contemplated by the Tender Agreements do not conflict with Article Fifth of the Amended and Restated Certificate of Incorporation of the Company, and upon the effectiveness of the Charter Amendment neither the purchase of shares of Common Stock pursuant to the Offer nor the exercise of any such options under the Tender Agreement will violate the Amended and Restated Certificate of Incorporation of the CompanySection 3.9(a) hereof.

Authorization. A. The City shall deduct a uniform amount for the Local dues from the pay of those employees in the bargaining unit who individually request in writing such deductions from their pay. Such deduction authorization must be forwarded to Human Resources before deduction is withheld by the City. The amount to be deducted shall be certified to the City by the Local and the aggregate deductions together with a list of employees from whom deductions were made shall be direct deposited into the Local’s bank account not later than thirty (a30) days following the deductions. The Company has all necessary corporate power parties agree that the City assumes no obligation, financial or otherwise, arising out of the provisions of this article regarding the deduction of Local dues. The Local hereby agrees that it will indemnify and authority hold the City harmless from any claims, actions or proceedings by an employee from deductions made by the City pursuant to enter into this article. Once the funds are remitted to the Local, their disposition thereafter shall be the sole and exclusive obligation and responsibility of the Local. Deductions shall be for the length of this Agreement and will at any extension thereof. B. The parties recognize that any member may elect to not join the Closing have taken all necessary corporate actionUnion and/or may revoke their participation in the Union. In the event that the employee elects not to join the Union or continue membership, including stockholder consent or approval (if necessary), written notice shall be forwarded to consummate the transactions contemplated hereby and to perform its obligations hereunderHuman Resources. The execution City would accept any such notice. The City must approve of the wavier that IAFF intends to use. C. The City must also obtain “clear and delivery affirmative consent before any money is taken” from an employee’s wages for fair share fees. This consent must be in the form of written authorization. The employee must voluntarily, intelligently, and knowingly waive his or her right to not fund union advocacy or voluntarily consent to such fair share fee deduction D. The City recognizes that if the current law changes regarding “fair share” union dues, that Sections B and C would no longer apply and that “Fair share” would be administered under this paragraph. The amount of the fair share fee shall be determined by the Local, but shall not exceed the dues uniformly required of the members of the Local who are in the bargaining unit. Such fair share fee shall be certified by the Local to the City as necessary, and forwarded to Human Resources. Such payment is subject to internal Local rebate procedure and the Local represents that it’s internal rebate procedure is in compliance with all requirements of State and Federal Law. For the duration of this contract, when such fair share fee shall be is deducted, it will be done automatically by the City from the payroll check of each member who is not a member of the Local. This deduction shall be made each pay period. The City agrees to make a direct deposit of the aggregate amount of the fair share fees deducted to furnish the Secretary of the Local once each pay period a check for the aggregate amount of the fair share fees deducted for that pay period, together with a listing of the members for whom said deductions were made. E. The parties agree that the City assumes no obligation, financial or otherwise, arising out of the provisions of this article. The Local hereby agrees that it will indemnify and hold the City harmless from any claims, actions or proceedings by an employee from the deductions made by the City pursuant to this article. Once the funds are remitted to the Local, their disposition thereafter shall be the sole and exclusive obligation and responsibility of the Local. Deductions shall be for the length of this Agreement by the Company and the performance of its obligations hereunder have been duly and validly authorized by the Board of Directors of the Company and, other than the approval and adoption of this Agreement by the requisite vote of the Company's stockholders, no other corporate proceedings on the part of the Company are necessary, and this Agreement has been duly executed and delivered by the Company and (assuming the valid authorization, execution and delivery of this Agreement by the Parent and the Purchaser) constitutes a valid and binding obligation of the Company enforceable against it in accordance with its terms, except as such enforceability may be limited by (i) bankruptcy, insolvency, reorganization, moratorium or other similar laws, now or hereafter in effect, relating to or limiting creditors' rights generally and (ii) general principles of equity (whether considered in an action in equity or at law) which provide, among other things, that the remedy of specific performance and injunctive and other forms of equity relief are subject to equitable defenses and the discretion of the court before which any proceedings therefor may be broughtextension thereof. (b) The Board of Directors of the Company has duly and validly approved and taken all corporate action required to be taken by the Board of Directors for the approval and confirmation of the transactions contemplated by this Agreement and the Tender Agreements, including, without limitation, all actions necessary to render the provisions of Section 203 of the Delaware Law inapplicable to transactions contemplated by this Agreement or the Tender Agreements. No Oklahoma takeover statute or similar statute or regulation applies or purports to apply to the Parent, the Purchaser, the Merger, this Agreement, the Tender Agreements or any of the transactions contemplated by this Agreement or the Tender Agreements in connection with the transactions contemplated by this Agreement or the Tender Agreements. (c) The Board of Directors of the Company has duly and validly approved and taken all corporate actions required to be taken by the Board of Directors for the approval of the amendments to the Amended and Restated Certificate of Incorporation of the Company (which amendments are attached as Exhibit B hereto) (the "Charter Amendment"). The stockholders of the Company have duly and validly approved the Charter Amendment. Subject to (i) the provisions of the Exchange Act relating to the distribution of an information statement to the stockholders of the Company and (ii) the filing of a certificate of amendment ("Certificate of Amendment") with the Secretary of State of the State of Delaware, no further action is required to make effective the Charter Amendment. The execution and delivery of the Tender Agreements, the tender of shares of Common Stock pursuant to the Offer and the grant of the options contemplated by the Tender Agreements do not conflict with Article Fifth of the Amended and Restated Certificate of Incorporation of the Company, and upon the effectiveness of the Charter Amendment neither the purchase of shares of Common Stock pursuant to the Offer nor the exercise of any such options under the Tender Agreement will violate the Amended and Restated Certificate of Incorporation of the Company.

Authorization. The execution, delivery and performance of this Agreement, the Service Agreement, the Indenture, the Notes, the Warrants, the Warrant Shares, the VCOC Letter and each Issuer Agreement (athe “Transaction Agreements”) The Company has all necessary corporate power and authority to enter into this Agreement and will at the Closing have taken all necessary corporate action, including stockholder consent or approval (if necessary), to consummate consummation of the transactions contemplated hereby herein and to perform its obligations hereunder. The execution and delivery of this Agreement by therein (collectively, the Company and the performance of its obligations hereunder “Transactions”), have been duly and validly authorized by the Board of Directors of the Company and, and all other than the approval and adoption of this Agreement by the requisite vote of the Company's stockholders, no other necessary corporate proceedings action on the part of the Company are necessary, and Company. Assuming this Agreement has been constitutes the valid and binding obligation of the Purchaser, this Agreement is a valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to the limitation of such enforcement by (A) the effect of bankruptcy, insolvency, reorganization, receivership, conservatorship, arrangement, moratorium or other laws affecting or relating to creditors’ rights generally or (B) the rules governing the availability of specific performance, injunctive relief or other equitable remedies and general principles of equity, regardless of whether considered in a proceeding in equity or at law (the “Enforceability Exceptions”). On the Closing Date, the Indenture (including in respect of an Subsequent Closing Date, a supplemental indenture) will be duly executed and delivered by the Company and (and, assuming the Indenture will be a valid authorizationand binding obligation of the Trustee, execution and delivery of this Agreement by the Parent and the Purchaser) constitutes Indenture will be a valid and binding obligation of the Company enforceable against it the Company in accordance with its terms, except as such enforceability may subject to the Enforceability Exceptions. On the Initial Closing Date, the Service Agreement will be limited duly executed and delivered by (i) bankruptcythe Company and, insolvency, reorganization, moratorium assuming the Service Agreement will be a valid and binding obligation of the Purchaser or other similar lawsAffiliate thereof party thereto, now or hereafter in effect, relating to or limiting creditors' rights generally the Service Agreement will be a valid and (ii) general principles of equity (whether considered in an action in equity or at law) which provide, among other things, that the remedy of specific performance and injunctive and other forms of equity relief are subject to equitable defenses and the discretion of the court before which any proceedings therefor may be brought. (b) The Board of Directors binding obligation of the Company has duly enforceable against the Company in accordance with its terms, subject to the Enforceability Exceptions. Assuming the VCOC Letter constitutes the valid and validly approved binding obligation of the Purchaser or other Affiliate thereof party thereto, on the Closing Date, the VCOC Letter will be a valid and taken all corporate action required binding obligation of the Company enforceable against the Company in accordance with its terms, subject to be taken by the Enforceability Exceptions. Pursuant to resolutions previously provided to the Purchaser, the Board of Directors or a committee thereof composed solely of two or more “non-employee directors” as defined in Rule 16b-3 of the Exchange Act has approved, and at the request of the Purchaser will approve in advance of the Closing, for the approval and confirmation express purpose of exempting each such transaction from Section 16(b) of the Exchange Act, pursuant to Rule 16b-3 thereunder to the extent applicable, the transactions contemplated by this Agreement and the Tender Transaction Agreements, including, without limitation, all actions necessary to render the provisions of Section 203 of the Delaware Law inapplicable to transactions contemplated by this Agreement or the Tender Agreements. No Oklahoma takeover statute or similar statute or regulation applies or purports to apply to the Parent, the Purchaser, the Merger, this Agreement, the Tender Agreements or any of the transactions contemplated by this Agreement or the Tender Agreements in connection with the transactions contemplated by this Agreement or the Tender Agreements. (c) The Board of Directors of the Company has duly and validly approved and taken all corporate actions required to be taken by the Board of Directors for the approval of the amendments to the Amended and Restated Certificate of Incorporation of the Company (which amendments are attached as Exhibit B hereto) (the "Charter Amendment"). The stockholders of the Company have duly and validly approved the Charter Amendment. Subject to including (i) the provisions acquisition of the Exchange Act relating to Notes, any disposition of such Notes upon the distribution conversion thereof, any acquisition of an information statement to the stockholders Company Common Stock upon conversion of the Notes, any deemed acquisition or disposition in connection therewith, and all transactions with the Company related thereto and (ii) the filing of a certificate of amendment ("Certificate of Amendment") with the Secretary of State acquisition of the State Warrants, any disposition of Delaware, no further action is required to make effective the Charter Amendment. The execution and delivery of the Tender Agreements, the tender of shares of Common Stock pursuant to the Offer and the grant of the options contemplated by the Tender Agreements do not conflict with Article Fifth of the Amended and Restated Certificate of Incorporation of the Company, and such Warrants upon the effectiveness of the Charter Amendment neither the purchase of shares of Common Stock pursuant to the Offer nor the exercise of Warrants in accordance with their terms, any such options under the Tender Agreement will violate the Amended and Restated Certificate acquisition of Incorporation Company Common Stock upon exercise of the CompanyWarrants, any deemed acquisition or disposition in connection therewith, and all transactions with the Company related thereto.

Authorization. (a) The Company has execution, delivery and performance by Parent and each Merger Sub of this Agreement, the Related Agreements to which each is a party, and the consummation by Parent and each Merger Sub of the Transactions are within the corporate and limited liability company powers of Parent and each Merger Sub and, except for the Transactions Approval, have been duly authorized by all necessary corporate power and authority limited liability company action on the part of Parent and each Merger Sub. The only votes of the holders of any of Parent’s capital stock necessary in connection with the Transactions are the affirmative vote of the holders of a majority of the shares of Parent Common Stock present (in person or by proxy) and voting at the Parent Stockholders Meeting (as defined below) to enter into approve this Agreement, the ▇▇▇▇▇▇ Agreement and will at the Closing have taken all necessary corporate action, including stockholder consent or approval (if necessary), to consummate the transactions contemplated hereby and to perform its obligations hereunder. The execution and delivery of this Agreement by the Company and the performance of its obligations hereunder have been duly and validly authorized by the Board of Directors thereby (provided that each of the Company and, other than the approval and adoption of this Agreement by the requisite vote of the Company's stockholders, no other corporate proceedings on the part of the Company are necessarySellers shall, and this each of them shall cause each of their Affiliates to, vote the shares of Parent Common Stock that they beneficially own in accordance with Section 8.2 hereof) (the “Transactions Approval”). This Agreement has been duly executed and delivered by the Company and (assuming the valid authorization, execution and delivery of this each Related Agreement by the Parent and the Purchaser) to which it is a party constitutes a valid and binding obligation agreement of the Company Parent and each Merger Sub enforceable against it each of them in accordance with its terms, except as such to the extent that the enforceability thereof may be limited by (i) bankruptcy, insolvency, reorganization, moratorium or other similar laws, now or hereafter in effect, relating to or limiting creditors' rights generally and (ii) general principles of equity (whether considered in an action in equity or at law) which provide, among other things, that the remedy of specific performance and injunctive and other forms of equity relief are subject to equitable defenses and the discretion of the court before which any proceedings therefor may be broughtEquitable Exceptions. (b) The Board of Directors of the Company has At a meeting duly called and validly approved and taken all corporate action required to be taken by the Board of Directors for the approval and confirmation of the transactions contemplated by this Agreement and the Tender Agreements, including, without limitation, all actions necessary to render the provisions of Section 203 of the Delaware Law inapplicable to transactions contemplated by this Agreement or the Tender Agreements. No Oklahoma takeover statute or similar statute or regulation applies or purports to apply to the Parentheld, the Purchaser, the Merger, Special Committee has unanimously (i) determined that this Agreement, the Tender Agreements or any of ▇▇▇▇▇▇ Agreement and the transactions contemplated by hereby and thereby are fair to and in the best interests of Parent and Parent’s stockholders (other than the Sellers and their respective Affiliates), (ii) declared advisable this Agreement, the ▇▇▇▇▇▇ Agreement or the Tender Agreements in connection with and the transactions contemplated hereby and thereby, including the Merger, and (iii) recommended to the Parent Board that this Agreement, the ▇▇▇▇▇▇ Agreement and the transactions contemplated hereby and thereby be approved by the Parent Board and submitted to the Parent Stockholders Meeting for approval by the Parent’s stockholders (such recommendation, the “Special Committee Recommendation”), which resolutions and Special Committee Recommendation have not been subsequently rescinded, modified or amended in any respect except to the extent occurring after the date of this Agreement in compliance with Section 7.6(b). At a meeting duly called and held, the Parent Board has (A) determined that this Agreement, the ▇▇▇▇▇▇ Agreement and the transactions contemplated hereby and thereby are fair to and in the best interests of Parent and Parent’s stockholders (other than the Sellers and their respective Affiliates), (B) approved, adopted and declared advisable this Agreement, the ▇▇▇▇▇▇ Agreement and the transactions contemplated hereby and thereby, including the Merger, (C) recommended that this Agreement, the ▇▇▇▇▇▇ Agreement and the transactions contemplated hereby and thereby be submitted to the Parent Stockholders Meeting for approval by the Parent’s stockholders, and (D) adopted the recommendation by the Special Committee for approval of this Agreement, the ▇▇▇▇▇▇ Agreement and the transactions contemplated hereby and thereby by the stockholders of Parent (such recommendation, the “Parent Board Recommendation”), which resolutions and Parent Board Recommendation have not been subsequently rescinded, modified or amended in any respect except to the Tender Agreementsextent occurring after the date of this Agreement in compliance with Section 7.6(b). (c) The Board of Directors Assuming the accuracy of the Company has duly representations and validly approved warranties set forth in Section 4.2(d) and taken all corporate actions required Section 5.2(b), the execution, delivery and performance by Parent and each Merger Sub of this Agreement and the Related Agreements to be taken which each is a party and the consummation by the Board of Directors for the approval Parent and each Merger Sub of the amendments to the Amended and Restated Certificate of Incorporation of the Company (which amendments are attached as Exhibit B hereto) (the "Charter Amendment"). The stockholders of the Company have duly and validly approved the Charter Amendment. Subject to Transactions require no action by or in respect of, or filing with, any Governmental Authority, other than (i) the provisions filing and recordation of appropriate merger or other documents as required by the Exchange Act relating MILLCA and by relevant authorities of other jurisdictions in which Parent is qualified to do business (including the distribution Oaktree Holdco Certificate of an information statement to Merger and the stockholders ▇▇▇▇▇▇ Holdco Certificate of the Company Merger), and (ii) compliance with any applicable requirements of the 1933 Act, the 1934 Act, any other applicable state or federal securities laws and the rules and requirements of Nasdaq, including the filing of a certificate of amendment ("Certificate of Amendment") the Parent Disclosure Documents with the Secretary of State of the State of Delaware, no further action is required to make effective the Charter Amendment. The execution and delivery of the Tender Agreements, the tender of shares of Common Stock pursuant to the Offer and the grant of the options contemplated by the Tender Agreements do not conflict with Article Fifth of the Amended and Restated Certificate of Incorporation of the Company, and upon the effectiveness of the Charter Amendment neither the purchase of shares of Common Stock pursuant to the Offer nor the exercise of any such options under the Tender Agreement will violate the Amended and Restated Certificate of Incorporation of the CompanySEC.

Authorization. (a) The Company Buyer has all necessary corporate requisite power and authority to enter into this Agreement Agreement, the Employment Agreements and will at each of the Closing have taken all necessary corporate action, including stockholder consent or approval (if necessary), Ancillary Agreements to which it is a party and to consummate the transactions contemplated hereby and to perform its obligations hereunderthereby. The execution and delivery of this Agreement by Agreement, the Company Employment Agreements and each of the Ancillary Agreements to which it is a party and the performance consummation of its obligations hereunder the transactions contemplated hereby and thereby have been duly and validly authorized by the Board of Directors of the Company and, other than the approval and adoption of this Agreement by the requisite vote of the Company's stockholders, no other all necessary corporate proceedings action on the part of the Company are necessaryBuyer, and this Agreement has been duly executed and delivered by the Company and (assuming the valid authorization, execution and delivery of this Agreement by the Parent and the Purchaser) constitutes a valid and binding obligation of the Company enforceable against it in accordance with its terms, except as such enforceability may be limited by (i) bankruptcy, insolvency, reorganization, moratorium or other similar laws, now or hereafter in effect, relating to or limiting creditors' rights generally and (ii) general principles of equity (whether considered in an action in equity or at law) which provide, among other things, that the remedy of specific performance and injunctive and other forms of equity relief are subject to equitable defenses and the discretion of the court before which any proceedings therefor may be brought. (b) The Board of Directors of the Company has duly and validly approved and taken all no further corporate action is required on the part of Buyer or its stockholders to be taken by the Board of Directors for the approval and confirmation of the transactions contemplated by this Agreement and the Tender Agreementsapprove, including, without limitation, all actions necessary to render the provisions of Section 203 of the Delaware Law inapplicable to transactions contemplated by this Agreement adopt or the Tender Agreements. No Oklahoma takeover statute or similar statute or regulation applies or purports to apply to the Parent, the Purchaser, the Merger, authorize this Agreement, the Tender Employment Agreements, any of the Ancillary Agreements or any of the transactions contemplated hereby or thereby. This Agreement, the Employment Agreements and the Ancillary Agreements (other than the Convertible Cash Note) to which Buyer is a party have been duly executed and delivered by this Agreement or Buyer and, assuming the Tender Agreements in connection with the transactions contemplated by this Agreement or the Tender Agreements. (c) The Board of Directors of the Company has duly and validly approved and taken all corporate actions required to be taken by the Board of Directors for the approval of the amendments to the Amended and Restated Certificate of Incorporation of the Company (which amendments are attached as Exhibit B hereto) (the "Charter Amendment"). The stockholders of the Company have duly and validly approved the Charter Amendment. Subject to (i) the provisions of the Exchange Act relating to the distribution of an information statement to the stockholders of the Company and (ii) the filing of a certificate of amendment ("Certificate of Amendment") with the Secretary of State of the State of Delawaredue authorization, no further action is required to make effective the Charter Amendment. The execution and delivery by Seller, constitute the valid and binding obligations of Buyer, enforceable against Buyer in accordance with their respective terms, subject to the laws of general application relating to bankruptcy, insolvency and the relief of debtors and to rules of law governing specific performance, injunctive relief and other equitable remedies. Upon delivery at the Closing of the Tender AgreementsConvertible Cash Note, if any, to which Buyer is a party, such Convertible Cash Note will have been duly executed and delivered by Buyer and will constitute the tender valid and binding obligation of shares of Common Stock pursuant Buyer, enforceable against Buyer in accordance with its terms, subject to the Offer laws of general application relating to bankruptcy, insolvency and the grant relief of the options contemplated by the Tender Agreements do not conflict with Article Fifth debtors and to rules of the Amended law governing specific performance, injunctive relief and Restated Certificate of Incorporation of the Company, and upon the effectiveness of the Charter Amendment neither the purchase of shares of Common Stock pursuant to the Offer nor the exercise of any such options under the Tender Agreement will violate the Amended and Restated Certificate of Incorporation of the Companyother equitable remedies.

Authorization. (a) The Company has all necessary corporate power and authority to enter into this Agreement and will at the Closing have has taken all necessary corporate actionaction required for the due authorization, including stockholder consent execution, delivery and performance by the Company of this Agreement, the Warrant Agreement, the Debentures, the Shareholders Agreement, the Redemption Agreement and the Registration Rights Agreement (such agreements other than this Agreement hereinafter referred to collectively as the "Related Agreements") and any other agreements or approval (if necessary), to consummate instruments executed by the Company in connection herewith or therewith and the consummation of the transactions contemplated hereby herein or therein, and to perform its obligations hereunder. The execution for the due authorization, issuance and delivery of this the Debentures, the Warrants, and upon exercise of the Warrants pursuant to the terms of the Warrant Agreement and upon payment of the exercise price therefor, the Warrant Shares. The issuance of the Debentures, the Warrants and the Warrant Shares does not require any further corporate action and is not and, except as set forth in the Related Agreements, will not be subject to any preemptive right, right of first refusal or the like. This Agreement and the Related Agreements and the other agreements and instruments executed by the Company and the performance of its obligations hereunder have been duly and validly authorized by the Board of Directors of the Company and, other than the approval and adoption of this Agreement by the requisite vote of the Company's stockholders, no other corporate proceedings on the part of the Company are necessary, and this Agreement has been duly executed and delivered by the Company and (assuming the valid authorization, execution and delivery of this Agreement by the Parent and the Purchaser) constitutes in connection herewith or therewith will each be a valid and binding obligation of the Company enforceable against it in accordance with its respective terms, except as such enforceability enforcement thereof may be limited by (i) bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or other similar laws, now or hereafter in effect, laws relating to or limiting affecting enforcement of creditors' rights generally and (ii) except as enforcement thereof is subject to general principles of equity (regardless of whether considered enforcement is considered' in an action a proceeding in equity or at law) which provide, among other things, that the remedy of specific performance and injunctive and other forms of equity relief are subject to equitable defenses and the discretion of the court before which any proceedings therefor may be brought). (b) The Board of Directors of the Company Each Principal Shareholder has duly full legal capacity and validly approved unrestricted power to execute and taken all corporate action required to be taken by the Board of Directors for the approval and confirmation of the transactions contemplated by deliver this Agreement and the Tender AgreementsRelated Agreements to which he or she is a party, including, without limitation, all actions necessary and any other agreements or instruments executed by him or her in connection herewith or therewith and to render consummate the provisions of Section 203 of the Delaware Law inapplicable to transactions contemplated by this Agreement herein or the Tender Agreementstherein. No Oklahoma takeover statute or similar statute or regulation applies or purports to apply to the Parent, the Purchaser, the Merger, this This Agreement, the Tender Related Agreements and the other agreements and instruments executed by the Principal Shareholders in connection herewith or any therewith each will be a valid and binding obligation of the transactions contemplated Principal Shareholders enforceable in accordance with its respective terms, except as enforcement thereof may be limited by this Agreement bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or the Tender Agreements other similar laws relating to or affecting enforcement of creditors' rights generally and except as enforcement thereof is subject to general principles of equity (regardless of whether enforcement is considered in connection with the transactions contemplated by this Agreement a proceeding in equity or the Tender Agreementsat law). (c) The Board Each Principal Shareholder owns, of Directors of the Company has duly record and validly approved and taken all corporate actions required to be taken by the Board of Directors for the approval of the amendments to the Amended and Restated Certificate of Incorporation of the Company (which amendments are attached as Exhibit B hereto) (the "Charter Amendment"). The stockholders of the Company have duly and validly approved the Charter Amendment. Subject to (i) the provisions of the Exchange Act relating to the distribution of an information statement to the stockholders of the Company and (ii) the filing of a certificate of amendment ("Certificate of Amendment") with the Secretary of State of the State of Delaware, no further action is required to make effective the Charter Amendment. The execution and delivery of the Tender Agreementsbeneficially, the tender number of shares of Common Stock pursuant to the Offer set forth opposite his or her name on Schedule 2.4 hereto, free and the grant of the options contemplated by the Tender Agreements do not conflict with Article Fifth of the Amended and Restated Certificate of Incorporation of the Company, and upon the effectiveness of the Charter Amendment neither the purchase of shares of Common Stock pursuant to the Offer nor the exercise clear of any such options under the Tender Agreement will violate the Amended and Restated Certificate of Incorporation of the Companypledges, security interests, liens, charges or other encumbrances.

Authorization. (a) The execution, delivery and performance by the Company has of this Agreement and the consummation by the Company of the Transactions are within the Company's corporate powers and, except for the Company Shareholders Approval, have been duly authorized by all necessary corporate power and authority to enter into this Agreement and will at the Closing have taken all necessary corporate action, including stockholder consent or approval (if necessary), to consummate the transactions contemplated hereby and to perform its obligations hereunder. The execution and delivery of this Agreement by the Company and the performance of its obligations hereunder have been duly and validly authorized by the Board of Directors of the Company and, other than the approval and adoption of this Agreement by the requisite vote of the Company's stockholders, no other corporate proceedings action on the part of the Company. The affirmative vote of the holders of at least a majority of the outstanding shares of Company are necessaryCommon Stock is the only vote of the holders of any of the Company's capital stock required to complete the Transactions, and this including the Merger (the "Company Shareholders Approval"). This Agreement has been duly executed and delivered by the Company and (assuming the valid authorization, execution and delivery of this Agreement by the Parent and the Purchaser) constitutes a valid and binding obligation agreement of the Company enforceable against it the Company in accordance with its terms, except as such to the extent that the enforceability thereof may be limited by (i) applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar laws, now or hereafter Laws from time to time in effect, relating to or limiting effect affecting generally the enforcement of creditors' rights generally or remedies; and (ii) general principles of equity (regardless of whether such enforceability is considered in an action a proceeding in equity or at lawLaw) which provide(clauses (i) and (ii) collectively, among other things, that the remedy of specific performance and injunctive and other forms of equity relief are subject to equitable defenses and the discretion of the court before which any proceedings therefor may be brought"Equitable Exceptions"). (b) The Board of Directors of At a meeting duly called and held, the Company Transaction Committee has duly and validly approved and taken all corporate action required to be taken by the Board of Directors for the approval and confirmation of the transactions contemplated by unanimously (i) determined that this Agreement and the Tender Agreements, including, without limitation, all actions necessary Transactions are fair to render and in the provisions of Section 203 best interests of the Delaware Law inapplicable to transactions contemplated by Company and the Company's shareholders, (ii) declared advisable this Agreement or and the Tender Agreements. No Oklahoma takeover statute or similar statute or regulation applies or purports to apply Transactions, and (iii) recommended to the ParentCompany Board that this Agreement and the Transactions be approved by the Company Board and submitted to the Company Shareholders Meeting for approval by the shareholders of the Company (such recommendation, which as of the date of this Agreement has not been rescinded, modified or amended in any respect, the Purchaser"Transaction Committee Recommendation"). At a meeting duly called and held, the MergerCompany Board has (A) determined that this Agreement and the Transactions are fair to and in the best interests of the Company and the Company's shareholders, (B) approved, adopted and declared advisable this AgreementAgreement and the Transactions, (C) recommended that this Agreement and the Transactions be submitted to the Company Shareholders Meeting for approval by the shareholders of the Company, and (D) adopted the recommendation by the Transaction Committee for approval and adoption of this Agreement and the Transaction by the shareholders of the Company (such recommendation, which as of the date of this Agreement has not been rescinded, modified or amended in any respect, the Tender Agreements or any of the transactions contemplated by this Agreement or the Tender Agreements in connection with the transactions contemplated by this Agreement or the Tender Agreements"Company Board Recommendation"). (c) The Board of Directors Assuming the accuracy of the Company has duly representations and validly approved warranties set forth in Section 5.2(b), the execution, delivery and taken all corporate actions required to be taken performance by the Board Company of Directors for this Agreement and the approval consummation by the Company of the amendments to the Amended and Restated Certificate of Incorporation of the Company (which amendments are attached as Exhibit B hereto) (the "Charter Amendment"). The stockholders of the Company have duly and validly approved the Charter Amendment. Subject to Transactions require no action by or in respect of, or filing with, any Governmental Authority, other than (i) the provisions filing and recordation of appropriate merger or other documents as required by the Exchange Act relating to the distribution MIBCA and by relevant authorities of an information statement to the stockholders of other jurisdictions in which the Company and is qualified to do business (including the Articles of Merger), (ii) compliance with any applicable requirements of the 1933 Act, the 1934 Act, any other applicable U.S. state or federal securities laws and the rules and requirements of the NYSE and Euronext, including the filing of a certificate of amendment ("Certificate of Amendment") the Registration Statement, the Proxy Statement or any other Company Disclosure Documents or Parent Disclosure Documents with the Secretary of State of the State of Delaware, no further action is required to make effective the Charter Amendment. The execution and delivery of the Tender AgreementsSEC, the tender of shares of Common Stock pursuant NYSE, Euronext or the FSMA, and (iii) such approvals as may be required under any Antitrust Laws that are applicable to the Offer and the grant of the options contemplated by the Tender Agreements do not conflict with Article Fifth of the Amended and Restated Certificate of Incorporation of the Company, and upon the effectiveness of the Charter Amendment neither the purchase of shares of Common Stock pursuant to the Offer nor the exercise of any such options under the Tender Agreement will violate the Amended and Restated Certificate of Incorporation of the CompanyTransactions.

Authorization. Seller has, and with respect to this Agreement and the Ancillary Agreements, its applicable Subsidiaries (aother than the Company and the Company Subsidiaries) The Company has have, all necessary corporate requisite power and authority to enter into this Agreement and will at the Closing have taken all necessary corporate action, including stockholder consent or approval (if necessary), to consummate the transactions contemplated hereby by, and to perform carry out its respective obligations hereunderunder, this Agreement and the Ancillary -24- Agreements, as applicable. The execution execution, delivery and delivery performance by Seller of this Agreement and by its applicable Subsidiaries (other than the Company and the performance Company Subsidiaries) of its obligations hereunder have this Agreement and the Ancillary Agreements has been (or will be prior to the execution and delivery thereof) duly authorized by all requisite action on the part of Seller and such Subsidiaries, as applicable. This Agreement has been duly and validly authorized executed and delivered by the Board of Directors of the Company andSeller and constitutes its valid and binding obligation, other than the approval and adoption of this Agreement by the requisite vote of the Company's stockholders, no other corporate proceedings on the part of the Company are necessaryenforceable against Seller in accordance with its terms, and this Agreement has been duly and validly executed and delivered and the Ancillary Agreements, when executed and delivered, will be duly and validly executed and delivered by Seller’s applicable Subsidiaries (other than the Company and (assuming the valid authorization, execution Company Subsidiaries) and delivery of this Agreement by the Parent constitutes and the Purchaser) constitutes a Ancillary Agreements will constitute their valid and binding obligation of the Company obligations, enforceable against it such Subsidiaries in accordance with its their terms, except as such enforceability may be limited by (i) subject in each case to the effect of any applicable Laws relating to bankruptcy, reorganization, insolvency, reorganizationmoratorium, moratorium fraudulent conveyance or other preferential transfers, or similar laws, now or hereafter in effect, Laws relating to or limiting affecting creditors' ’ rights generally and (ii) subject, as to enforceability, to the effect of general principles of equity (regardless of whether such enforceability is considered in an action a proceeding in equity or at law) which provide, among other things, that the remedy of specific performance and injunctive and other forms of equity relief are subject to equitable defenses and the discretion of the court before which any proceedings therefor may be brought). (b) The Board of Directors of the Company has duly and validly approved and taken all corporate action required to be taken by the Board of Directors for the approval and confirmation of the transactions contemplated by this Agreement and the Tender Agreements, including, without limitation, all actions necessary to render the provisions of Section 203 of the Delaware Law inapplicable to transactions contemplated by this Agreement or the Tender Agreements. No Oklahoma takeover statute or similar statute or regulation applies or purports to apply to the Parent, the Purchaser, the Merger, this Agreement, the Tender Agreements or any of the transactions contemplated by this Agreement or the Tender Agreements in connection with the transactions contemplated by this Agreement or the Tender Agreements. (c) The Board of Directors of the Company has duly and validly approved and taken all corporate actions required to be taken by the Board of Directors for the approval of the amendments to the Amended and Restated Certificate of Incorporation of the Company (which amendments are attached as Exhibit B hereto) (the "Charter Amendment"). The stockholders of the Company have duly and validly approved the Charter Amendment. Subject to (i) the provisions of the Exchange Act relating to the distribution of an information statement to the stockholders of the Company and (ii) the filing of a certificate of amendment ("Certificate of Amendment") with the Secretary of State of the State of Delaware, no further action is required to make effective the Charter Amendment. The execution and delivery of the Tender Agreements, the tender of shares of Common Stock pursuant to the Offer and the grant of the options contemplated by the Tender Agreements do not conflict with Article Fifth of the Amended and Restated Certificate of Incorporation of the Company, and upon the effectiveness of the Charter Amendment neither the purchase of shares of Common Stock pursuant to the Offer nor the exercise of any such options under the Tender Agreement will violate the Amended and Restated Certificate of Incorporation of the Company.

Authorization. (a) The Company Member has all necessary corporate the right, power and authority capacity to enter into execute and deliver this Agreement and will at the Closing have taken all necessary corporate actionany other certificate, including stockholder consent agreement, document or approval (if necessary), other instrument to consummate the transactions contemplated hereby and to perform its obligations hereunder. The execution and delivery of this Agreement by the Company and the performance of its obligations hereunder have been duly and validly authorized by the Board of Directors of the Company and, other than the approval and adoption of this Agreement by the requisite vote of the Company's stockholders, no other corporate proceedings on the part of the Company are necessary, and this Agreement has been duly be executed and delivered by the Company and (assuming the valid authorization, execution and delivery of this Agreement by the Parent and the Purchaser) constitutes a valid and binding obligation of the Company enforceable against it in accordance with its terms, except as such enforceability may be limited by (i) bankruptcy, insolvency, reorganization, moratorium or other similar laws, now or hereafter in effect, relating to or limiting creditors' rights generally and (ii) general principles of equity (whether considered in an action in equity or at law) which provide, among other things, that the remedy of specific performance and injunctive and other forms of equity relief are subject to equitable defenses and the discretion of the court before which any proceedings therefor may be brought. (b) The Board of Directors of the Company has duly and validly approved and taken all corporate action required to be taken by the Board of Directors for the approval and confirmation of the transactions contemplated by this Agreement and the Tender Agreements, including, without limitation, all actions necessary to render the provisions of Section 203 of the Delaware Law inapplicable to transactions contemplated by this Agreement or the Tender Agreements. No Oklahoma takeover statute or similar statute or regulation applies or purports to apply to the Parent, the Purchaser, the Merger, this Agreement, the Tender Agreements or any of the transactions contemplated by this Agreement or the Tender Agreements Member in connection with the transactions contemplated by this Agreement or (collectively, the Tender Agreements“Member Ancillary Documents”) and to perform the Member’s obligations under this Agreement and the Member Ancillary Documents and to consummate the transactions contemplated hereby and thereby. This Agreement and each of the Member Ancillary Documents have been duly executed and delivered by the Member and constitute the valid and binding agreements of the Member, enforceable against the Member in accordance with their respective terms, subject to applicable bankruptcy, insolvency and other similar laws affecting the enforceability of creditors’ rights generally, general equitable principles and the discretion of courts in granting equitable remedies. (cb) The Board of Directors of Each Company has full power and authority to execute and deliver this Agreement and any other certificate, agreement, document or other instrument to be executed and delivered by it in connection with the transactions contemplated by this Agreement (collectively, the “Company Ancillary Documents”) and to perform its obligations under this Agreement and the Company has duly Ancillary Documents and validly approved to consummate the transactions contemplated hereby and taken all corporate actions required to be taken by the Board of Directors for the approval of the amendments to the Amended and Restated Certificate of Incorporation of the Company (which amendments are attached as Exhibit B hereto) (the "Charter Amendment"). The stockholders of the Company have duly and validly approved the Charter Amendment. Subject to (i) the provisions of the Exchange Act relating to the distribution of an information statement to the stockholders of the Company and (ii) the filing of a certificate of amendment ("Certificate of Amendment") with the Secretary of State of the State of Delaware, no further action is required to make effective the Charter Amendmentthereby. The execution and delivery of the Tender Agreements, the tender of shares of Common Stock pursuant to the Offer this Agreement and the grant Company Ancillary Documents by each of the options contemplated Companies and the performance by the Tender Agreements do not conflict with Article Fifth each of the Amended Companies of its obligations hereunder and Restated Certificate of Incorporation thereunder and the consummation of the Companytransactions provided for herein and therein have been duly and validly authorized by all necessary manager, director, member and upon shareholder action, as applicable, on the effectiveness part of each of the Charter Amendment neither the purchase of shares of Common Stock pursuant to the Offer nor the exercise of any such options under the Tender Companies. This Agreement will violate the Amended and Restated Certificate of Incorporation each of the CompanyCompany Ancillary Documents have been duly executed and delivered by each of the Companies and constitute the valid and binding agreements of each of the Companies, enforceable against each of the Companies in accordance with their respective terms, subject to applicable bankruptcy, insolvency and other similar laws affecting the enforceability of creditors’ rights generally, general equitable principles and the discretion of courts in granting equitable remedies.

Authorization. (a) The Company has all necessary corporate power and authority to enter into execute and deliver this Agreement and will all other agreements and documents contemplated hereby to which it is a party, to perform its obligations hereunder and thereunder and, subject to the approval of this Agreement by the holders of Common Shares representing at least two-thirds (2/3) of the Closing have taken voting power of all necessary corporate action, including stockholder consent or approval outstanding Common Shares entitled to vote in accordance with the DGCL (if necessarythe “Stockholder Approval”), to consummate the transactions contemplated by this Agreement. Each Company Subsidiary has all necessary corporate, limited liability company or partnership power and authority, as applicable, to execute and deliver all agreements and documents contemplated hereby to which it is a party and to perform its obligations hereunderthereunder. The execution Except for the Stockholder Approval, the execution, delivery and delivery performance by the Company of this Agreement by the Company and the performance consummation of its obligations hereunder the transactions contemplated by this Agreement have been duly and validly authorized by the Board of Directors of the Company and, other than the approval and adoption of this Agreement by the requisite vote all necessary corporate action on behalf of the Company's stockholders, no . No other corporate proceedings on the part of the Company or any holders of any of its securities are necessarynecessary to authorize this Agreement or to consummate the transactions contemplated hereby, including the Merger, other than the Stockholder Approval and this the filing of the Certificate of Merger pursuant to the DGCL. This Agreement has been duly and validly executed and delivered by the Company and (and, assuming the valid due authorization, execution and delivery by each of this Agreement by the Parent Gannett and the Purchaser) Merger Sub, constitutes a legal, valid and binding obligation of the Company Company, enforceable against it the Company in accordance with its terms, except as such enforceability may be limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium or other moratorium, fraudulent transfer and similar laws, now or hereafter in effect, laws of general applicability relating to or limiting affecting creditors' ’ rights generally and (ii) or by general principles of equity (whether considered in an action in equity or at law) which provide, among other things, that the remedy of specific performance and injunctive and other forms of equity relief are subject to equitable defenses and the discretion of the court before which any proceedings therefor may be broughtprinciples. (b) The Board Company Board, at a meeting duly called and held prior to the execution of Directors this Agreement, has, by unanimous vote of those directors present (who constituted 100% of the directors of the Company has duly then in office), (i) resolved that this Agreement and validly the transactions contemplated hereby, including the Merger, are advisable, fair to and in the best interests of the Company and its stockholders; (ii) declared advisable and in all respects approved and taken all corporate action required to be taken by the Board of Directors for the approval adopted this Agreement and confirmation of the transactions contemplated by this Agreement Agreement, including the Merger and the Tender Agreements, including, without limitation, Restructuring; (iii) took all actions necessary so that the restrictions contained in any Takeover Law or in the Company’s Organizational Documents will not apply with respect to render or as a result of this Agreement, the provisions of Section 203 of Merger, the Delaware Law inapplicable to Related Agreements, the Restructuring and the other transactions contemplated by this Agreement; (iv) determined as of such date that neither Gannett nor Merger Sub nor any of their respective Affiliates or Associates (as such terms are defined in Article Twelve of the Company’s certificate of incorporation) is an “Interested Person” as such term is used in Article Twelve of the Company’s certificate of incorporation; and (v) resolved to submit this Agreement or and the Tender Agreements. No Oklahoma takeover statute or similar statute or regulation applies or purports to apply Merger to the ParentCompany’s stockholders for approval, and to recommend that the PurchaserCompany’s stockholders approve this Agreement and the Merger (the “Company Board Recommendation”), which actions have not been subsequently rescinded, modified or withdrawn except as expressly permitted by Section 6.4(d). The Stockholder Approval of this Agreement and the transactions contemplated hereby, including the Merger, is the only vote of the holders of any class or series of capital stock of the Company necessary to approve this Agreement, the Tender Agreements or any of Agreement and approve the transactions contemplated by this Agreement or Agreement, including the Tender Agreements in connection with the transactions contemplated by this Agreement or the Tender Agreements. (c) The Board of Directors of the Company has duly and validly approved and taken all corporate actions required to be taken by the Board of Directors for the approval of the amendments to the Amended and Restated Certificate of Incorporation of the Company (which amendments are attached as Exhibit B hereto) (the "Charter Amendment"). The stockholders of the Company have duly and validly approved the Charter Amendment. Subject to (i) the provisions of the Exchange Act relating to the distribution of an information statement to the stockholders of the Company and (ii) the filing of a certificate of amendment ("Certificate of Amendment") with the Secretary of State of the State of Delaware, no further action is required to make effective the Charter Amendment. The execution and delivery of the Tender Agreements, the tender of shares of Common Stock pursuant to the Offer Merger and the grant of the options contemplated by the Tender Agreements do not conflict with Article Fifth of the Amended and Restated Certificate of Incorporation of the Company, and upon the effectiveness of the Charter Amendment neither the purchase of shares of Common Stock pursuant to the Offer nor the exercise of any such options under the Tender Agreement will violate the Amended and Restated Certificate of Incorporation of the CompanyRestructuring.

Authorization. (a) The Company Seller has all necessary corporate requisite limited liability company power and authority to enter into execute and deliver this Agreement and will at the Closing have taken all necessary corporate action, including stockholder consent or approval (if necessary), Ancillary Agreements to which Seller is a party and to consummate the transactions contemplated hereby and to perform its obligations hereunderthereby. The execution and delivery of this Agreement by the Company and the performance Ancillary Agreements to which Seller is a party by Seller and the consummation of its obligations hereunder the transactions contemplated hereby and thereby have been duly and validly authorized by the Board all requisite limited liability company action of Directors of the Company and, other than the approval and adoption of this Agreement by the requisite vote of the Company's stockholders, no other corporate proceedings on the part of the Company are necessary, and this Seller. This Agreement has been (and the execution and delivery of each of the Ancillary Agreements to which Seller will be a party will be) duly executed and delivered by the Company Seller and constitutes (and each such Ancillary Agreement when so executed and delivered by Seller will constitute) a valid, legal and binding agreement of Seller (assuming the valid authorization, execution and delivery of that this Agreement has been, and the Ancillary Agreements to which Seller is a party will be, duly and validly authorized, executed and delivered by the Parent and the Purchaser) constitutes a valid and binding obligation of the Company other Persons party thereto), enforceable against it Seller in accordance with its their terms, except as such (i) to the extent that enforceability may be limited by (i) applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar laws, now or hereafter in effect, relating to or limiting Laws affecting the enforcement of creditors' ’ rights generally and (ii) general principles of equity (whether considered in an action in equity or at law) which provide, among other things, that the remedy availability of equitable remedies, including specific performance and injunctive and other forms of equity relief are performance, is subject to equitable defenses and the discretion of the court before which any proceedings therefor proceeding thereof may be brought. (b) The Board of Directors Assuming the truth and accuracy of the Company has duly representations and validly approved and taken all corporate action required to be taken by the Board warranties of Directors Buyer set forth in Section 3.2(b), no notices to, filings with or authorizations, consents or approvals of any Governmental Authority are necessary for the approval and confirmation execution, delivery or performance by Seller of this Agreement or the Ancillary Agreements to which Seller is a party or the consummation by Seller of the transactions contemplated hereby, except for (i) compliance with and filings under the HSR Act and any other applicable Competition Laws, (ii) those the failure of which to obtain or make would not reasonably be expected to have a Company Material Adverse Effect and (iii) those that may be required solely by this Agreement and the Tender Agreements, including, without limitation, all actions necessary reason of Buyer’s (as opposed to render the provisions of Section 203 of the Delaware Law inapplicable to transactions contemplated by this Agreement or the Tender Agreements. No Oklahoma takeover statute or similar statute or regulation applies or purports to apply to the Parent, the Purchaser, the Merger, this Agreement, the Tender Agreements or any of other third party’s) participation in the transactions contemplated by this Agreement or the Tender Agreements in connection with the transactions contemplated by this Agreement or the Tender Agreementshereby. (c) The Board board of Directors directors of the Company Seller has duly and validly approved and taken all corporate actions required to be taken by the Board of Directors for the approval of the amendments consented to the Amended and Restated Certificate Seller’s entry into this Agreement in accordance with the terms of Incorporation of the Company (which amendments are attached as Exhibit B hereto) (the "Charter Amendment"). The stockholders of the Company have duly and validly approved the Charter Amendment. Subject to (i) the provisions of the Exchange Act relating Seller’s Organizational Documents, and, prior to the distribution of an information statement to the stockholders of the Company and (ii) the filing of a certificate of amendment ("Certificate of Amendment") with the Secretary of State of the State of Delaware, no further action is required to make effective the Charter Amendment. The execution and delivery of the Tender Agreementsthis Agreement, the tender a true and correct copy of shares of Common Stock pursuant such resolutions have been provided to Buyer and such resolutions will not be modified or amended in any manner prior to the Offer and the grant of the options contemplated by the Tender Agreements do not conflict with Article Fifth of the Amended and Restated Certificate of Incorporation of the Company, and upon the effectiveness of the Charter Amendment neither the purchase of shares of Common Stock pursuant to the Offer nor the exercise of any such options under the Tender Agreement will violate the Amended and Restated Certificate of Incorporation of the CompanyClosing Date.

Authorization. (a) The Company Each of the Seller and its Subsidiaries, as applicable, has all necessary corporate power and authority to enter into execute and deliver this Agreement and will at the Closing have taken all necessary corporate actionany other certificate, including stockholder consent agreement, document or approval (if necessary), other instrument to consummate be executed and delivered by it in connection with the transactions contemplated hereby by this Agreement (the "Seller Ancillary Documents") and to perform its obligations hereunderhereunder and under the Seller Ancillary Documents and, subject to obtaining necessary shareholder approval, to consummate the Acquisition and the other transactions contemplated by this Agreement and the Seller Ancillary Documents. The execution execution, delivery and delivery performance by each of the Seller and its Subsidiaries, as applicable, of this Agreement and the Seller Ancillary Documents, and the approval and consummation by the Company Seller of the Acquisition and the performance of its obligations hereunder other transactions contemplated by this Agreement and the Seller Ancillary Documents, have been duly and validly authorized by all necessary corporate action (including, without limitation, the unanimous approval of the Board of Directors of the Company andSeller) and no other corporate proceedings on the part of the Seller or any of its Subsidiaries are necessary to authorize this Agreement or the Seller Ancillary Documents or to consummate the Acquisition or the other transactions contemplated by this Agreement or the Seller Ancillary Documents (other than, other than with respect to the Acquisition, the approval and adoption of this Agreement by the requisite affirmative vote of the Company's stockholders, no other corporate proceedings on the part a two-thirds of the Company are necessary, and this voting power of the then outstanding shares of Seller Common Stock). This Agreement has been and the Seller Ancillary Documents will be duly executed and delivered by each of the Company Seller and (its Subsidiaries and, assuming the valid due authorization, execution and delivery of this Agreement by the Parent and the Purchaser) constitutes , constitute a legal, valid and binding obligation of the Company Seller and its Subsidiaries enforceable against it the Seller and its Subsidiaries in accordance with its their terms. The affirmative vote of holders of two-thirds of the outstanding shares of Seller Common Stock entitled to vote is the only vote of the Seller's shareholders (the "Seller Shareholders") necessary to approve this Agreement, except as such enforceability may be limited by (i) bankruptcy, insolvency, reorganization, moratorium or other similar laws, now or hereafter in effect, relating to or limiting creditors' rights generally and (ii) general principles of equity (whether considered in an action in equity or at law) which provide, among other things, that the remedy of specific performance and injunctive and other forms of equity relief are subject to equitable defenses Acquisition and the discretion of the court before which any proceedings therefor may be brought. (b) The Board of Directors of the Company has duly and validly approved and taken all corporate action required to be taken by the Board of Directors for the approval and confirmation of the other transactions contemplated by this Agreement and the Tender AgreementsSeller Ancillary Documents. (b) At a meeting duly called and held on October 24, including2000, without limitation, all actions necessary to render the provisions Board of Section 203 Directors of the Delaware Law inapplicable to Seller unanimously (i) determined that this Agreement, the Seller Ancillary Documents and the Shareholders' Agreements and the other transactions contemplated by hereby and thereby, including the Acquisition, are fair to and in the best interests of the Seller and the Seller Shareholders, (ii) approved, authorized and adopted this Agreement, the Acquisition and the other transactions contemplated hereby, and (iii) resolved to recommend approval and adoption of this Agreement or and the Tender AgreementsAcquisition by the Seller Shareholders. No Oklahoma takeover statute or similar statute or regulation applies or purports to apply to The actions taken by the Parent, Board of Directors of the Purchaser, Seller constitute approval of the MergerAcquisition, this Agreement, the Tender Seller Ancillary Documents and the Shareholders' Agreements and the other transactions contemplated hereby and thereby by the Board of Directors of the Seller under the provisions of Section 607.0901 of the FBCA such that Section 607.0901 of the FBCA does not apply to this Agreement, the Seller Ancillary Documents the Shareholders' Agreements or the transactions contemplated hereby or thereby. Other than Section 607.0901 of the FBCA, no state antitakeover or similar statute or provision in the Seller's or its Subsidiaries' governing documents is applicable to the Purchaser in connection with the Acquisition, this Agreement, the Seller Ancillary Documents or the Shareholders' Agreements or any of the transactions contemplated by this Agreement hereby or the Tender Agreements in connection with the transactions contemplated by this Agreement or the Tender Agreementsthereby. (c) The Independent Advisor has delivered to the Board of Directors of the Company has duly Seller its written opinion, dated as of the date of this Agreement, that, as of such date and validly approved based on the assumptions, qualifications and taken all corporate actions required limitations contained therein, the consideration to be taken received by the Board of Directors for Seller in the approval of the amendments Acquisition is fair to the Amended and Restated Certificate Seller from a financial point of Incorporation view. A copy of the Company (which amendments are attached as Exhibit B hereto) (the "Charter Amendment"). The stockholders of the Company have duly and validly approved the Charter Amendment. Subject to (i) the provisions of the Exchange Act relating such opinion shall be provided to the distribution of an information statement Purchaser promptly upon its delivery to the stockholders of the Company and (ii) the filing of a certificate of amendment ("Certificate of Amendment") with the Secretary of State of the State of Delaware, no further action is required to make effective the Charter Amendment. The execution and delivery of the Tender Agreements, the tender of shares of Common Stock pursuant to the Offer and the grant of the options contemplated by the Tender Agreements do not conflict with Article Fifth of the Amended and Restated Certificate of Incorporation of the Company, and upon the effectiveness of the Charter Amendment neither the purchase of shares of Common Stock pursuant to the Offer nor the exercise of any such options under the Tender Agreement will violate the Amended and Restated Certificate of Incorporation of the CompanySeller.

Authorization. (a) The Company has all necessary All requisite corporate power and authority to enter into this Agreement and will at the Closing have taken all necessary corporate action, including stockholder consent or approval (if necessary), to consummate the transactions contemplated hereby and to perform its obligations hereunder. The execution and delivery of this Agreement by the Company and the performance of its obligations hereunder have been duly and validly authorized by the Board of Directors of the Company and, other than the approval and adoption of this Agreement by the requisite vote of the Company's stockholders, no other corporate proceedings action on the part of the Company are necessaryInvestor and the SPV, when formed, and this their respective members, principals, partners, directors, officers and stockholders required by applicable Law for the authorization, execution and delivery by the Investor and the SPV, when formed, of the Transaction Agreements to which they are a party and the performance of all of their obligations under the Transaction Agreements to which they are a party, including the subscription for and purchase of the Securities by the Investor and the SPV, when formed, has or will have been taken as of the First Closing Date and the Second Closing Date, as applicable. This Agreement has been duly authorized, executed and delivered by the Company Investor and (will be duly authorized, executed and delivered by the SPV, when formed, and, assuming the valid due authorization, execution and delivery of this Agreement thereof by the Parent other parties hereto, is and the Purchaser) constitutes will be a valid and legally binding obligation of the Company Investor and the SPV, when formed, enforceable against it the Investor and the SPV, when formed, in accordance with its terms, terms (except as such enforceability may be limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws, now or hereafter in effect, Laws of general application relating to or limiting affecting enforcement of creditors' ’ rights generally and (ii) general principles rules of equity (whether considered in an action in equity Law governing specific performance, injunctive relief or at law) which provide, among other things, that the remedy equitable remedies and limitations of specific performance and injunctive and other forms of equity relief are subject to equitable defenses and the discretion of the court before which any proceedings therefor may be brought. (b) The Board of Directors of the Company has duly and validly approved and taken all corporate action required to be taken by the Board of Directors for the approval and confirmation of the transactions contemplated by this Agreement and the Tender Agreements, including, without limitation, all actions necessary to render the provisions of Section 203 of the Delaware Law inapplicable to transactions contemplated by this Agreement or the Tender Agreements. No Oklahoma takeover statute or similar statute or regulation applies or purports to apply to the Parent, the Purchaser, the Merger, this Agreement, the Tender Agreements or any of the transactions contemplated by this Agreement or the Tender Agreements in connection with the transactions contemplated by this Agreement or the Tender Agreements. (c) The Board of Directors of the Company has duly and validly approved and taken all corporate actions required to be taken by the Board of Directors for the approval of the amendments to the Amended and Restated Certificate of Incorporation of the Company (which amendments are attached as Exhibit B hereto) (the "Charter Amendment"public policy). The stockholders of Investor Agreement has been duly authorized by the Company have duly Investor and validly approved will be by the Charter Amendment. Subject to (i) SPV, when formed, and, assuming due authorization, execution and delivery thereof by the provisions of other parties thereto, upon the Exchange Act relating to the distribution of an information statement to the stockholders of the Company and (ii) the filing of a certificate of amendment ("Certificate of Amendment") with the Secretary of State of the State of Delaware, no further action is required to make effective the Charter Amendment. The execution and delivery of the Tender AgreementsInvestor Agreement by the Investor, will constitute valid and legally binding obligations of the tender of shares of Common Stock pursuant to Investor and by the Offer SPV, when formed, as the case may be, enforceable against the Investor and the grant SPV, when formed, in accordance with their terms (except as such enforceability may be limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium or other Laws of the options contemplated by the Tender Agreements do not conflict with Article Fifth general application relating to or affecting enforcement of the Amended creditors’ rights and Restated Certificate (ii) rules of Incorporation Law governing specific performance, injunctive relief or other equitable remedies and limitations of the Company, and upon the effectiveness of the Charter Amendment neither the purchase of shares of Common Stock pursuant to the Offer nor the exercise of any such options under the Tender Agreement will violate the Amended and Restated Certificate of Incorporation of the Companypublic policy).

Authorization. (a) The Company has Parent and Merger Sub have all necessary requisite corporate power and authority to enter into execute and deliver this Agreement and will at the Closing have taken all necessary corporate action, including stockholder consent or approval (if necessary)Ancillary Agreements to be executed and delivered by Parent and Merger Sub pursuant hereto, to consummate the transactions contemplated hereby and thereby and to perform its their obligations hereunderhereunder and thereunder. The execution and delivery of this Agreement by Agreement, the Company Ancillary Agreements and the performance consummation of its obligations hereunder the transactions contemplated hereby and thereby have been duly and validly authorized by the Parent's Board of Directors Directors. Except for the filing of the Company and, other than Certificate of Merger with the approval and adoption Delaware Secretary of this Agreement by the requisite vote of the Company's stockholdersState, no other corporate proceedings on the part of Parent or Merger Sub are necessary to authorize this Agreement and the Company Ancillary Agreements to which they are necessary, to be parties and this the transactions contemplated hereby and thereby. This Agreement has been duly executed and delivered by the Company each of Parent and (assuming the valid authorizationMerger Sub and is, and upon execution and delivery of this Agreement by the Ancillary Agreements to which Parent and the Purchaser) constitutes a and/or Merger Sub are or will be parties, each of such Ancillary Agreements will be, legal, valid and binding obligation obligations of the Company Parent and/or Merger Sub enforceable against it Parent and/or Merger Sub in accordance with its their terms, in each case, except as such enforceability may be limited by (ia) bankruptcy, insolvency, reorganizationmoratorium, moratorium reorganization or other similar laws, now or hereafter in effect, relating to or limiting laws affecting creditors' rights generally and (iib) the general principles of equity (equity, regardless of whether considered asserted in an action a proceeding in equity or at law) which provide, among other things, that the remedy of specific performance and injunctive and other forms of equity relief are subject to equitable defenses and the discretion of the court before which any proceedings therefor may be brought. (b) The Board of Directors of Merger Sub, by written consent duly adopted prior to the Company date hereof, has duly and validly approved and taken all corporate action required to be taken by the Board of Directors for the approval and confirmation of the transactions contemplated by resolved (x) that this Agreement and the Tender Agreements, including, without limitation, all actions necessary to render Ancillary Agreements and the provisions of Section 203 consummation of the Delaware Law inapplicable to Merger and the other transactions contemplated by this Agreement or hereby and thereby are fair to and in the Tender Agreements. No Oklahoma takeover statute or similar statute or regulation applies or purports to apply to best interests of Merger Sub and the Parentstockholder of Merger Sub, the Purchaser, the Merger, (y) approved and declared advisable this Agreement, the Tender Ancillary Agreements or any and the Merger and the other transactions contemplated hereby and thereby, on the terms and subject to the conditions set forth herein, in accordance with the requirements of the transactions contemplated by DGCL, and (z) submitted this Agreement or for adoption by Parent, as the Tender Agreements in connection with sole stockholder of Merger Sub. Parent, as the transactions contemplated by sole stockholder of Merger Sub, has duly approved and adopted this Agreement or the Tender Agreements. (c) The Board of Directors of the Company has duly and validly approved and taken all corporate actions required to be taken by the Board of Directors for the approval of the amendments to the Amended and Restated Certificate of Incorporation of the Company (which amendments are attached as Exhibit B hereto) (the "Charter Amendment"). The stockholders of the Company have duly and validly approved the Charter Amendment. Subject to (i) the provisions of the Exchange Act relating to the distribution of an information statement to the stockholders of the Company and (ii) the filing of a certificate of amendment ("Certificate of Amendment") with the Secretary of State of the State of Delaware, no further action is required to make effective the Charter Amendment. The execution and delivery of the Tender Agreements, the tender of shares of Common Stock pursuant to the Offer and the grant of the options contemplated by the Tender Agreements do not conflict with Article Fifth of the Amended and Restated Certificate of Incorporation of the Company, and upon the effectiveness of the Charter Amendment neither the purchase of shares of Common Stock pursuant to the Offer nor the exercise of any such options under the Tender Agreement will violate the Amended and Restated Certificate of Incorporation of the CompanyMerger.

Authorization. (a) The Company has all necessary requisite corporate power and authority to enter into into, execute, deliver and perform its obligations under this Agreement and each of the other Transaction Documents to which it is or will at the Closing have taken all necessary corporate action, including stockholder consent or approval (if necessary), be a party and to consummate the transactions contemplated hereby hereunder and thereunder, subject to perform its obligations hereunder. The execution and delivery of this Agreement by the Company and the performance of its obligations hereunder have been duly and validly authorized by the Board of Directors receipt of the Company andShareholders Approval. Except for the Company Shareholders Approval , other than the approval and adoption of this Agreement by the requisite vote of the Company's stockholders, no other all corporate proceedings actions on the part of the Company are necessary, and this Agreement has been duly executed and delivered by necessary for the Company and (assuming the valid authorization, execution and delivery of this Agreement by the Parent and the Purchaserother Transaction Documents to which it is or will be a party and the performance of all its obligations hereunder and thereunder (including any board approval in accordance with Article 25.2(a) constitutes a valid and binding obligation of the Company Articles) have been taken prior to the execution and delivery of this Agreement, subject to the filing of the Second Merger Filing Documents. This Agreement and the other Transaction Documents to which the Company is or will be a party is, or when executed by the other parties thereto, will be, valid and legally binding obligations of the Company, enforceable against it the Company in accordance with its terms, except (a) as such enforceability may be limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium or moratorium, and other similar laws, applicable laws now or hereafter in effecteffect of general application affecting enforcement of creditors’ rights generally, relating to or limiting creditors' rights generally and (ii) general principles of equity (whether considered in an action in equity or at law) which provide, among other things, that the remedy of specific performance and injunctive and other forms of equity relief are subject to equitable defenses and the discretion of the court before which any proceedings therefor may be brought. (b) as limited by applicable laws relating to the availability of specific performance, injunctive relief, or other equitable remedies. The Board only votes of Directors holders of any class or series of share capital of the Company has duly necessary to approve and validly approved and taken all corporate action required to be taken by the Board of Directors for the approval and confirmation of the transactions contemplated by adopt this Agreement and the Tender Agreements, including, without limitation, all actions necessary to render the provisions of Section 203 of the Delaware Law inapplicable to transactions Transactions contemplated by this Agreement or the Tender Agreements. No Oklahoma takeover statute or similar statute or regulation applies or purports to apply to the Parent, the Purchaser, the Merger, this Agreement, the Tender Agreements or any of the transactions contemplated by this Agreement or the Tender Agreements in connection with the transactions contemplated by this Agreement or the Tender Agreements. (c) The Board of Directors of the Company has duly and validly approved and taken all corporate actions required to be taken by the Board of Directors for the approval of the amendments to the Amended and Restated Certificate of Incorporation of the Company (which amendments hereby are attached as Exhibit B hereto) (the "Charter Amendment"). The stockholders of the Company have duly and validly approved the Charter Amendment. Subject to (i) the provisions approval and adoption of this Agreement and the Exchange Act relating to the distribution of Transactions contemplated hereby by an information statement to the stockholders of Ordinary Resolution (as defined in the Company and Articles), (ii) the filing of a certificate of amendment ("Certificate of Amendment") with the Secretary of State approval and adoption of the State of Delaware, no further action is required to make effective the Charter Amendment. The execution and delivery amendment of the Tender AgreementsCompany Articles as contemplated by Section 6.1(a) by a Special Resolution (as defined in the Company Articles), (iii) a consent from all of the Investors (as defined in the Company Articles) for exempting the Transactions from Article 10 (Anti-Dilution Protection) of the Company Articles, (iv) a Company Preferred Shareholders Consent for exempting the Transactions from Section 1.1 (Liquidation Rights) and Section 1.3 (Conversion Rights) of Schedule I of the Company Articles, and (v) the approval and adoption of the Plan of Second Merger by a Special Resolution (as defined in the Company Articles) (collectively, the tender “Company Shareholders Approval”). No Group Company has given a power of shares attorney or any other authority (express, implied or ostensible) which is still outstanding or effective to any Person to enter into any Contract or commitment or to do anything on its behalf, other than any authority to its employees, officers, agents, advisors and consultants to enter into routine trading Contracts in the Ordinary Course of Common Stock pursuant to the Offer their duties and the grant business of the options contemplated by the Tender Agreements do not conflict with Article Fifth of the Amended and Restated Certificate of Incorporation of the Company, and upon the effectiveness of the Charter Amendment neither the purchase of shares of Common Stock pursuant to the Offer nor the exercise of any such options under the Tender Agreement will violate the Amended and Restated Certificate of Incorporation of the Companyrespective Group Companies.

Authorization. (a) The Assuming that the transactions contemplated by this Agreement are consummated in accordance with Section 251(h) of the DGCL, the Company has all necessary requisite corporate power and authority to enter into execute and deliver this Agreement Agreement, to perform its obligations hereunder and will at the Closing have taken all necessary corporate action, including stockholder consent or approval (if necessary), to consummate the transactions contemplated hereby and to perform its obligations hereunderhereby. The execution and delivery of this Agreement by the Company and consummation by the performance Company of its obligations hereunder the transactions contemplated hereby have been duly and validly authorized by all necessary corporate action on the Board of Directors part of the Company and, other than the approval and adoption of this Agreement by the requisite vote of the Company's stockholders, no other corporate proceedings on the part of the Company are necessarynecessary to authorize this Agreement or to consummate the transactions contemplated hereby (other than, and this with respect to the Merger, the filing of appropriate merger documents as required by the DGCL). This Agreement has been duly executed and delivered by the Company and (assuming the valid due authorization, execution and delivery of this Agreement hereof by the Parent and the Purchaserother parties hereto) constitutes a legal, valid and binding obligation of the Company Company, enforceable against it the Company in accordance with its terms, terms except as such enforceability enforcement may be limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium insolvency or other similar laws, now or hereafter in effect, relating to or limiting Laws affecting creditors' ’ rights generally and (ii) general or by legal principles of equity (whether considered in an action in equity or at law) which provide, among other things, that general applicability governing the remedy availability of specific performance and injunctive and other forms of equity relief are subject to equitable defenses and the discretion of the court before which any proceedings therefor may be broughtremedies. (b) The Board of Directors of the Company, at a meeting duly called and held, has unanimously (i) determined that this Agreement and the transactions contemplated hereby, including the Offer and the Merger, are fair and advisable to, and in the best interests of, the Company has duly and validly its stockholders, (ii) approved the execution, delivery and taken all corporate action required to be taken performance by the Board Company of Directors for this Agreement and the approval and confirmation consummation of the transactions contemplated by this Agreement Agreement, including the Offer and the Tender AgreementsMerger, including(iii) resolved to recommend that the stockholders of the Company accept the Offer and tender their Shares, without limitation, all actions necessary to render the provisions (iv) acknowledged that such approval is effective for purposes of Section 203 of the Delaware Law DGCL, (v) taken all necessary steps to render the restrictions of Section 203 of the DGCL inapplicable to transactions contemplated by this Agreement or the Tender Agreements. No Oklahoma takeover statute or similar statute or regulation applies or purports to apply Merger, Parent, Merger Subsidiary, and the acquisition of Shares pursuant to the Parent, the Purchaser, the MergerOffer, this Agreement, the Stockholder Tender and Voting Agreements or any of and the transactions contemplated hereby and thereby, and (vi) authorized that the Merger be governed by this Agreement or Section 251(h) of the Tender Agreements DGCL and consummated as soon as practicable following the consummation (as defined in connection with Section 251(h) of the transactions contemplated by this Agreement or DGCL) of the Tender AgreementsOffer. (c) The Board Assuming that the representations and warranties of Directors Parent and Merger Subsidiary contained in Section 5.9 are true and correct, the affirmative vote of the Company has duly and validly approved and taken all corporate actions required to be taken by the Board holders of Directors for the approval a majority of the amendments outstanding Shares entitled to vote thereon, voting as a single class, is the Amended only vote of the holders of any class or series of the Company’s Equity Securities that, absent Section 251(h) of the DGCL, would be necessary under applicable Law and Restated the Company’s Certificate of Incorporation of and Bylaws to adopt, approve or authorize this Agreement and consummate the Company (which amendments are attached as Exhibit B hereto) (the "Charter Amendment"). The stockholders of the Company have duly Merger and validly approved the Charter Amendment. Subject to (i) the provisions of the Exchange Act relating to the distribution of an information statement to the stockholders of the Company and (ii) the filing of a certificate of amendment ("Certificate of Amendment") with the Secretary of State of the State of Delaware, no further action is required to make effective the Charter Amendment. The execution and delivery of the Tender Agreements, the tender of shares of Common Stock pursuant to the Offer and the grant of the options other transactions contemplated by the Tender Agreements do not conflict with Article Fifth of the Amended and Restated Certificate of Incorporation of the Company, and upon the effectiveness of the Charter Amendment neither the purchase of shares of Common Stock pursuant to the Offer nor the exercise of any such options under the Tender Agreement will violate the Amended and Restated Certificate of Incorporation of the Companyhereby.

Authorization. (a) The Company Seller has all necessary corporate full power and authority to enter into execute, deliver and perform this Agreement and will at each of the Closing have taken all necessary corporate action, including stockholder consent or approval (if necessary), Additional Agreements to which it is a party and to consummate the transactions contemplated hereby and to perform its obligations hereunderthereby. The execution execution, delivery and delivery performance of this Agreement by the Company and the performance of its obligations hereunder Additional Agreements by Seller have been duly and validly authorized and approved by the Board Seller’s board of Directors of the Company and, other than the approval and adoption of this Agreement by the requisite vote of the Company's stockholders, no directors. No other corporate proceedings on the part of Seller are necessary to authorize the Company are necessaryconsummation of the transactions contemplated by this Agreement and the Additional Agreements. This Agreement has been, and this Agreement has been the Additional Agreements, upon execution and delivery by Seller, will be duly authorized, executed and delivered by the Company Seller and (assuming the valid authorizationconstitute, or upon execution and delivery of this Agreement by will constitute, as the Parent and the Purchaser) constitutes a case may be, legal, valid and binding obligation obligations of the Company Seller, enforceable against it Seller in accordance with its their terms, except as such enforceability may be limited by (i) as such enforcement may be subject to bankruptcy, insolvency, reorganization, moratorium or other similar laws, laws now or hereafter in effect, effect relating to or limiting creditors' rights generally ’ rights, and (ii) general principles of equity (whether considered in an action in equity or at law) which provide, among other things, that as the remedy of specific performance and injunctive and other forms of equity equitable relief are may be subject to equitable defenses and to the discretion of the court before which any proceedings proceeding therefor may be brought. (b) The Board Except as set forth on Schedule 4.2, neither the execution, delivery and performance of Directors of the Company has duly and validly approved and taken all corporate action required to be taken by the Board of Directors for the approval and confirmation of the transactions contemplated by this Agreement and the Tender Agreements, including, without limitation, all actions necessary to render the provisions of Section 203 of the Delaware Law inapplicable to transactions contemplated by this Agreement or any of the Tender Agreements. No Oklahoma takeover statute or similar statute or regulation applies or purports to apply to Additional Agreements nor the Parent, the Purchaser, the Merger, this Agreement, the Tender Agreements or consummation of any of the transactions contemplated by this Agreement hereby or the Tender Agreements in connection thereby nor compliance with the transactions contemplated by this Agreement or the Tender Agreements. (c) The Board of Directors fulfillment of the Company has duly terms, conditions and validly approved provisions hereof or thereof will: (i) violate, conflict with or result in the breach of any provision of the articles and taken all corporate actions memorandum of association of Seller, (ii) violate or conflict with any Requirement of Laws or Governmental Order applicable to Seller, (iii) violate, conflict with, result in a breach of the terms, conditions or provisions of, or constitute a default, an event of default or an event creating rights of acceleration, termination or cancellation or a loss of rights under any agreement listed (or required to be taken by listed) on Schedule 4.9, or result in the Board creation or imposition of Directors for the approval any Encumbrance upon any of the amendments to Purchased Assets, or (iv) require the Amended and Restated Certificate of Incorporation of approval, consent, authorization or act of, or the Company (which amendments are attached as Exhibit B hereto) (the "Charter Amendment"). The stockholders of the Company have duly and validly approved the Charter Amendment. Subject to (i) the provisions of the Exchange Act relating to the distribution of an information statement to the stockholders of the Company and (ii) the filing of a certificate of amendment ("Certificate of Amendment") with the Secretary of State of the State of Delaware, no further action is required to make effective the Charter Amendment. The execution and delivery of the Tender Agreements, the tender of shares of Common Stock pursuant to the Offer and the grant of the options contemplated making by the Tender Agreements do not conflict with Article Fifth of the Amended and Restated Certificate of Incorporation of the Company, and upon the effectiveness of the Charter Amendment neither the purchase of shares of Common Stock pursuant to the Offer nor the exercise Seller of any such options under the Tender Agreement will violate the Amended and Restated Certificate of Incorporation of the Companydeclaration, filing or registration with, any Person.

Authorization. (a1) The Company has all necessary the corporate power and authority to enter into this Agreement and will at the Closing have taken all necessary corporate action, including stockholder consent or approval (if necessary), to consummate the transactions contemplated hereby and to perform carry out its obligations hereunder. The execution execution, delivery and delivery performance of this Agreement by the Company and the performance consummation of its obligations hereunder the transactions contemplated hereby have been duly and validly unanimously authorized by the Board of Directors of the Company and, other than the approval and adoption of this Agreement by the requisite vote of the Company's stockholders, no other corporate proceedings on the part of the Company are necessary, and this Directors. This Agreement has been duly and validly executed and delivered by the Company and (and, assuming the valid due authorization, execution and delivery of this Agreement by the Parent and the Purchaser) constitutes Investor, is a valid and binding obligation of the Company enforceable against it the Company in accordance with its terms. Except for the Required Company Stockholder Vote, except as such enforceability may be limited no other corporate proceedings are necessary for the execution and delivery by (i) bankruptcy, insolvency, reorganization, moratorium or other similar laws, now or hereafter in effect, relating to or limiting creditors' rights generally and (ii) general principles of equity (whether considered in an action in equity or at law) which provide, among other things, that the remedy of specific performance and injunctive and other forms of equity relief are subject to equitable defenses and the discretion of the court before which any proceedings therefor may be brought. (b) The Board of Directors of the Company has duly and validly approved and taken all corporate action required to be taken of this Agreement, the performance by it of its obligations hereunder or the Board of Directors for the approval and confirmation consummation by it of the transactions contemplated by this Agreement and the Tender Agreements, including, without limitation, all actions necessary to render the provisions of Section 203 hereby. The only vote of the Delaware Law inapplicable stockholders of the Company required to transactions contemplated by this Agreement or the Tender Agreements. No Oklahoma takeover statute or similar statute or regulation applies or purports to apply to the Parent, the Purchaser, the Merger, this Agreement, the Tender Agreements or approve any of the transactions contemplated by this Agreement or herein is an affirmative vote of (A) a majority of the Tender Agreements stockholders voting at a stockholders meeting to approve the issuance of the Second Tranche for purposes of Rule 5635(b) and Rule 5635(d) of the NASDAQ Marketplace Rules (the “Share Issuance”), provided that the total votes cast at the meeting represent over 50% in connection interest of all securities entitled to vote (the “Required Share Issuance Vote”); and (B) a majority of the stockholders outstanding and entitled to vote on the record date for a meeting to approve the amendment of the Company’s Certificate of Incorporation (the “Charter Amendment” and, together with the transactions contemplated by this Agreement or Share Issuance, the Tender Agreements. “Mandatory Voting Proposals” and, collectively with the Option Plan Amendment (cas defined below), the “Company Voting Proposals”) to increase the number of authorized shares of Common Stock to 95,000,000 (the “Required Charter Amendment Vote” and, together with the Required Share Issuance Vote, the “Required Company Stockholder Vote”), provided that, if the Required Share Issuance Vote in favor of the Share Issuance is obtained but the Required Charter Amendment Vote in favor of the Charter Amendment is not obtained (the “Preferred Stock Issuance Event”), the Investor shall be entitled to receive a combination of Common Stock and Series F Preferred Stock in the amounts and upon the terms set forth in Section 1.1(a). To the Company’s knowledge, all shares of Common Stock, Series B Preferred Stock and Series E Preferred Stock outstanding on the record date for a meeting at which a vote is taken with respect to the Company Voting Proposals shall be eligible to vote on the Charter Amendment and the Option Plan Amendment and all shares outstanding other than those issued to the Investor at the Initial Closing shall be eligible to vote on the Share Issuance. The Board of Directors of the Company has duly and validly approved and taken all corporate actions required to be taken by the Board of Directors for the approval of the amendments to the Amended and Restated Certificate of Incorporation of the Company (which amendments are attached as Exhibit B hereto) (the "Charter Amendment"). The stockholders of the Company have duly and validly approved unanimously adopted a resolution declaring the Charter Amendment. Subject to (i) the provisions of the Exchange Act relating to the distribution of an information statement Amendment advisable and directing that it be recommended to the stockholders of the Company for approval at the Special Meeting. (2) Neither the execution and delivery by the Company of this Agreement, nor the consummation of the transactions contemplated hereby, nor compliance by the Company with any of the provisions hereof, will (A) violate, conflict with, or result in a breach of any provision of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination of, or accelerate the performance required by, or result in a right of termination or acceleration of, or result in the creation of any Lien upon any of the material properties or assets of the Company or any Company Subsidiary under any of the terms, conditions or provisions of (i) subject in the case of the authorization and issuance of the Second Tranche to receipt of the Required Company Stockholder Vote or the occurrence of the Preferred Stock Issuance Event, the Certificate of Incorporation or Company By-Laws (or similar governing documents) or the certificate of incorporation, charter, bylaws or other governing instrument of any Company Subsidiary or (ii) any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which the filing Company or any Company Subsidiary is a party or by which it may be bound, or to which the Company or any Company Subsidiary or any of a certificate the properties or assets of amendment the Company or any Company Subsidiary may be subject, or ("Certificate B) except as set forth in Section 2.2(d)(2) of Amendment") the Disclosure Schedule, subject to compliance with the Secretary of State of the State of Delawarestatutes and regulations referred to in Section 2.2(e), no further action is required to make effective the Charter Amendment. The execution and delivery of the Tender Agreementsviolate any law, the tender of shares of Common Stock pursuant statute, ordinance, rule, regulation, permit, concession, grant, franchise or any judgment, ruling, order, writ, injunction or decree applicable to the Offer Company or any Company Subsidiary or any of their respective properties or assets except in the case of clauses (A)(ii) and the grant of the options contemplated by the Tender Agreements do (B) for such violations, conflicts and breaches as would not conflict with Article Fifth of the Amended and Restated Certificate of Incorporation of the Company, and upon the effectiveness of the Charter Amendment neither the purchase of shares of Common Stock pursuant reasonably be expected to the Offer nor the exercise of any such options under the Tender Agreement will violate the Amended and Restated Certificate of Incorporation of the Companyhave a Company Material Adverse Effect.

Authorization. (a) The Company has all necessary the requisite corporate power to execute and authority to enter into deliver this Agreement and will at the Closing have taken all necessary corporate action, including stockholder consent or approval (if necessary)other Transaction Documents to which it is a party, to consummate the Transactions and to comply with the provisions of this Agreement. The execution, delivery and performance of this Agreement and the other Transaction Documents to which the Company is a party, the performance by the Company of its obligations hereunder and thereunder and the consummation by the Company of the transactions contemplated hereby and to perform its obligations hereunder. The execution and delivery of this Agreement by the Company and the performance of its obligations hereunder thereby have been duly and validly authorized by the Board of Directors of the Company and, other than the approval and adoption of this Agreement by the requisite vote of the Company's stockholders, no other all necessary corporate proceedings action on the part of the Company are necessary(other than the Stockholder Approval). This Agreement has been, and this Agreement has been upon its execution the other Transaction Documents to which the Company is a party shall have been, duly executed and delivered by the Company and (assuming the valid authorization, execution and delivery of this Agreement by the Parent and the Purchaser) constitutes a are valid and binding obligation obligations of the Company Company, enforceable against it in accordance with its terms, except as subject to the limitation of such enforceability may be limited enforcement by (i) the effect of bankruptcy, insolvency, reorganization, receivership, conservatorship, arrangement, moratorium or other similar laws, now laws affecting or hereafter in effect, relating to or limiting creditors' ’ rights generally and or (ii) the rules governing the availability of specific performance, injunctive relief or other equitable remedies and general principles of equity (equity, regardless of whether considered in an action a proceeding in equity or at law) which provide, among other things, that law (the remedy of specific performance and injunctive and other forms of equity relief are subject to equitable defenses and the discretion of the court before which any proceedings therefor may be brought. (b) “Enforceability Exceptions”). The Board of Directors of the Company has duly and validly approved and taken all corporate action required to be taken by the Board of Directors for the approval and confirmation of the transactions contemplated by unanimously adopted resolutions (A) approving this Agreement and the Tender AgreementsTransactions, including, without limitation, all actions necessary to render the provisions of Section 203 of the Delaware Law inapplicable to transactions contemplated by (B) declaring that this Agreement or and the Tender Agreements. No Oklahoma takeover statute or similar statute or regulation applies or purports to apply to Transactions are advisable and in the Parent, the Purchaser, the Merger, this Agreement, the Tender Agreements or any of the transactions contemplated by this Agreement or the Tender Agreements in connection with the transactions contemplated by this Agreement or the Tender Agreements. (c) The Board of Directors of the Company has duly and validly approved and taken all corporate actions required to be taken by the Board of Directors for the approval of the amendments to the Amended and Restated Certificate of Incorporation of the Company (which amendments are attached as Exhibit B hereto) (the "Charter Amendment"). The stockholders of the Company have duly and validly approved the Charter Amendment. Subject to (i) the provisions of the Exchange Act relating to the distribution of an information statement to the stockholders best interests of the Company and the Company’s stockholders, (iiC) directing that the filing of a certificate of amendment ("Certificate of Amendment") with the Secretary of State of the State of Delaware, no further action is required Stockholder Proposal be submitted to make effective the Charter Amendment. The execution and delivery of the Tender Agreements, the tender of shares of Common Stock pursuant to the Offer and the grant of the options contemplated for approval by the Tender Agreements do not conflict with Article Fifth of the Amended Company’s stockholders and Restated Certificate of Incorporation of (D) recommending that the Company’s stockholders approve the Stockholder Proposal, and upon the effectiveness of the Charter Amendment neither the purchase of shares of Common Stock pursuant to the Offer nor the exercise of which resolutions have not been rescinded, modified or withdrawn in any such options under the Tender Agreement will violate the Amended and Restated Certificate of Incorporation of the Companyway.

Authorization. (a) The Company has all necessary corporate power execution, delivery and authority to enter into performance by Seller of this Agreement and will at the Closing have taken all necessary corporate actionother agreements to be entered into by it pursuant to the terms of this Agreement, including stockholder consent or approval (if necessary), to consummate and the consummation by Seller of the transactions contemplated hereby and thereby, are within Seller’s corporate powers, are not in contravention of the terms of Seller’s Constituent Documents, and have been duly authorized and approved by Seller’s board of directors and, if required by Law or Seller’s Constituent Documents, by the stockholders of Seller. No other corporate or limited liability company, as the case may be, proceedings on the part of Seller or any Acquired Entity are necessary to perform its obligations hereunder. The execution authorize the execution, delivery and delivery performance by Seller or any Acquired Entity of this Agreement or the other agreements to be entered into by Seller or any Acquired Entity pursuant to the Company terms of this Agreement. (b) This Agreement has been duly and validly executed and delivered by Seller, and, as of the performance Closing, the other agreements to be entered into by Seller or any Acquired Entity pursuant to the terms of its obligations hereunder this Agreement will have been duly and validly authorized by the Board of Directors of the Company and, other than the approval and adoption of this Agreement by the requisite vote of the Company's stockholders, no other corporate proceedings on the part of the Company are necessary, and this Agreement has been duly executed and delivered by Seller or such Acquired Entity, as the Company case may be. This Agreement constitutes, and upon their execution and delivery, such other agreements will constitute, the legal, valid and binding obligations of Seller and any Acquired Entity party thereto, enforceable against Seller and any Acquired Entity party thereto in accordance with their respective terms (assuming the valid authorization, execution and delivery of this Agreement hereof and thereof by the Parent Purchaser and the Purchaser) constitutes any other unaffiliated entity that is a valid and binding obligation of the Company enforceable against it party thereto), subject, in accordance with its termseach case, except as such enforceability may be limited by (i) to bankruptcy, insolvency, reorganization, moratorium or other and similar laws, now or hereafter in effect, Laws of general application relating to or limiting affecting creditors' ’ rights generally and (ii) to general principles of equity (whether considered in an action in equity or at law) which providecommercial reasonableness, among other things, that the remedy of specific performance good faith and injunctive and other forms of equity relief are subject to equitable defenses and the discretion of the court before which any proceedings therefor may be broughtfair dealing. (b) The Board of Directors of the Company has duly and validly approved and taken all corporate action required to be taken by the Board of Directors for the approval and confirmation of the transactions contemplated by this Agreement and the Tender Agreements, including, without limitation, all actions necessary to render the provisions of Section 203 of the Delaware Law inapplicable to transactions contemplated by this Agreement or the Tender Agreements. No Oklahoma takeover statute or similar statute or regulation applies or purports to apply to the Parent, the Purchaser, the Merger, this Agreement, the Tender Agreements or any of the transactions contemplated by this Agreement or the Tender Agreements in connection with the transactions contemplated by this Agreement or the Tender Agreements. (c) The Board of Directors of the Company has duly and validly approved and taken all corporate actions required to be taken by the Board of Directors for the approval of the amendments to the Amended and Restated Certificate of Incorporation of the Company (which amendments are attached as Exhibit B hereto) (the "Charter Amendment"). The stockholders of the Company have duly and validly approved the Charter Amendment. Subject to (i) the provisions of the Exchange Act relating to the distribution of an information statement to the stockholders of the Company and (ii) the filing of a certificate of amendment ("Certificate of Amendment") with the Secretary of State of the State of Delaware, no further action is required to make effective the Charter Amendment. The execution and delivery of the Tender Agreements, the tender of shares of Common Stock pursuant to the Offer and the grant of the options contemplated by the Tender Agreements do not conflict with Article Fifth of the Amended and Restated Certificate of Incorporation of the Company, and upon the effectiveness of the Charter Amendment neither the purchase of shares of Common Stock pursuant to the Offer nor the exercise of any such options under the Tender Agreement will violate the Amended and Restated Certificate of Incorporation of the Company.

Authorization. (a) The Company has all necessary corporate power and authority to enter into this Agreement and will at the Closing have taken all necessary corporate action, including stockholder consent or approval (if necessary), to consummate the transactions contemplated hereby and to perform its obligations hereunder. The execution and delivery of this Agreement by the Company and the performance of its obligations hereunder Trust Preferred Securities have been duly authorized by Trust and, when issued and delivered by Trust to Purchaser pursuant to this Agreement against payment therefor as provided herein, will be validly issued and fully paid and nonassessable undivided beneficial interests in the assets of Trust entitled to the benefits of the Declaration of Trust and will constitute legally valid and binding obligation of Trust, enforceable against it in accordance with their terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws relating to or affecting creditors' rights generally and remedies generally, and subject, as to enforceability, to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at law or in equity). The issuance of the Trust Preferred Securities is not subject to preemptive or other similar rights, and (subject to the terms of the Declaration of Trust) holders of Trust Preferred Securities will be entitled to the same limitation of personal liability extended to stockholders of private corporations for profit incorporated under the laws of the State of Delaware. (b) This Agreement and the Transaction Documents to which it is a party have been validly authorized by the Board of Directors of the Company and, other than the approval and adoption of this Agreement by the requisite vote of the Company's stockholders, no other corporate proceedings on the part of the Company are necessary, and this Agreement has been duly executed and delivered by the Company and Trust. (assuming the valid authorization, execution c) The issuance and delivery of this Agreement the Notes have been duly authorized by Company, and, at the Parent and Closing Date, the Purchaser) constitutes a Notes will have been duly executed by Company and, when delivered against payment therefor, will constitute valid and binding obligation obligations of the Company enforceable against it in accordance with its their terms, except as such enforceability may be limited by (i) subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other and similar laws, now or hereafter in effect, laws relating to or limiting affecting creditors' rights generally and (ii) remedies generally, and subject, as to enforceability, to general principles of equity equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether considered enforcement is sought in an action a proceeding at law or in equity or at law) which provide, among other things, that the remedy of specific performance and injunctive and other forms of equity relief are subject to equitable defenses and the discretion of the court before which any proceedings therefor may be broughtequity). (b) The Board of Directors of the Company has duly and validly approved and taken all corporate action required to be taken by the Board of Directors for the approval and confirmation of the transactions contemplated by this Agreement and the Tender Agreements, including, without limitation, all actions necessary to render the provisions of Section 203 of the Delaware Law inapplicable to transactions contemplated by this Agreement or the Tender Agreements. No Oklahoma takeover statute or similar statute or regulation applies or purports to apply to the Parent, the Purchaser, the Merger, this Agreement, the Tender Agreements or any of the transactions contemplated by this Agreement or the Tender Agreements in connection with the transactions contemplated by this Agreement or the Tender Agreements. (c) The Board of Directors of the Company has duly and validly approved and taken all corporate actions required to be taken by the Board of Directors for the approval of the amendments to the Amended and Restated Certificate of Incorporation of the Company (which amendments are attached as Exhibit B hereto) (the "Charter Amendment"). The stockholders of the Company have duly and validly approved the Charter Amendment. Subject to (i) the provisions of the Exchange Act relating to the distribution of an information statement to the stockholders of the Company and (ii) the filing of a certificate of amendment ("Certificate of Amendment") with the Secretary of State of the State of Delaware, no further action is required to make effective the Charter Amendment. The execution and delivery of the Tender Agreements, the tender of shares of Common Stock pursuant to the Offer and the grant of the options contemplated by the Tender Agreements do not conflict with Article Fifth of the Amended and Restated Certificate of Incorporation of the Company, and upon the effectiveness of the Charter Amendment neither the purchase of shares of Common Stock pursuant to the Offer nor the exercise of any such options under the Tender Agreement will violate the Amended and Restated Certificate of Incorporation of the Company.

Authorization. (a) The Company has all necessary full corporate power and authority to enter into execute and deliver this Agreement, the Registration Rights Agreement and the Warrants, to issue the Common Stock pursuant to this Agreement and will at the Closing have taken all necessary corporate actionWarrants, including stockholder consent or approval (if necessary), and to consummate the transactions contemplated hereby and to perform its obligations hereunderthereby in accordance with the terms hereof and thereof. The execution and delivery of this Agreement, the Registration Rights Agreement by the Company and the performance Warrants, and the issuance of its obligations hereunder the Common Stock issuable upon a Closing and pursuant to the Warrants, and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized by the Board of Directors of the Company and, other than the approval and adoption of this Agreement by the requisite vote of Company. To the Company's stockholdersKnowledge, no other corporate proceedings on the part of the Company are necessarynecessary to approve and authorize the execution and delivery of this Agreement, the Registration Rights Agreement and the Warrants, and this the issuance of the Common Stock issuable upon a Closing and pursuant to the Warrants, and the consummation of the transactions contemplated hereby and thereby in accordance with the terms hereof and thereof, except for any approval of the Company's shareholders that may be required pursuant to Rule 4460 of the Marketplace Rules of NASDAQ National Market. This Agreement, the Registration Rights Agreement has and the Warrants, have been duly executed and delivered by the Company Company, and (assuming the valid authorization, execution and delivery Common Stock issuable in accordance with the terms of this Agreement by or upon exercise of the Parent Warrants, will be duly and validly issued, fully paid and nonassessable, and each of this Agreement, the Registration Rights Agreement and the Purchaser) constitutes a Warrants, when executed and delivered will constitute valid and binding obligation obligations of the Company enforceable against it the Company in accordance with its their terms, except as such enforceability may be to the extent limited by (i) bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium or other similar laws, laws now or hereafter in effect, effect relating to or limiting creditors' rights generally and (ii) general principles of equity (whether considered in an action in equity or at law) which provide, among other things, that the remedy of specific performance and injunctive and other forms of equity relief are subject to equitable defenses and the discretion of the court before which any proceedings therefor may be broughtequity. (b) The Board of Directors of the Company has duly and validly approved and taken all corporate action required to be taken by the Board of Directors for the approval and confirmation of the transactions contemplated by this Agreement and the Tender Agreements, including, without limitation, all actions necessary to render the provisions of Section 203 of the Delaware Law inapplicable to transactions contemplated by this Agreement or the Tender Agreements. No Oklahoma takeover statute or similar statute or regulation applies or purports to apply to the Parent, the Purchaser, the Merger, this Agreement, the Tender Agreements or any of the transactions contemplated by this Agreement or the Tender Agreements in connection with the transactions contemplated by this Agreement or the Tender Agreements. (c) The Board of Directors of the Company has duly and validly approved and taken all corporate actions required to be taken by the Board of Directors for the approval of the amendments to the Amended and Restated Certificate of Incorporation of the Company (which amendments are attached as Exhibit B hereto) (the "Charter Amendment"). The stockholders of the Company have duly and validly approved the Charter Amendment. Subject to (i) the provisions of the Exchange Act relating to the distribution of an information statement to the stockholders of the Company and (ii) the filing of a certificate of amendment ("Certificate of Amendment") with the Secretary of State of the State of Delaware, no further action is required to make effective the Charter Amendment. The execution and delivery of the Tender Agreements, the tender of shares of Common Stock pursuant to the Offer and the grant of the options contemplated by the Tender Agreements do not conflict with Article Fifth of the Amended and Restated Certificate of Incorporation of the Company, and upon the effectiveness of the Charter Amendment neither the purchase of shares of Common Stock pursuant to the Offer nor the exercise of any such options under the Tender Agreement will violate the Amended and Restated Certificate of Incorporation of the Company.

Authorization. (a) The Company Other than the SPAC Shareholders’ Approval, SPAC has all necessary requisite corporate power and authority to (i) enter into into, execute and deliver this Agreement and each of the other Transaction Documents to which it is or will at the Closing have taken all necessary corporate actionbe a party, including stockholder consent or approval and (if necessary), to ii) consummate the transactions contemplated hereby and to thereby (including the Transactions) and perform all of its obligations hereunderhereunder and thereunder. The execution and delivery of this Agreement by the Company and the performance other Transaction Documents to which SPAC is a party and the consummation of its obligations hereunder the transactions contemplated hereby and thereby (including the Transactions) have been duly and validly authorized and approved by the SPAC Board of Directors of the Company and, other than the approval and adoption of this Agreement by the requisite vote of the Company's stockholdersSPAC Shareholders’ Approval, no other company or corporate proceedings proceeding on the part of SPAC is necessary to authorize this Agreement and the Company are necessaryother Transaction Documents to which SPAC is a party and to consummate the transactions contemplated hereby and thereby. This Agreement has been, and at or prior to the Closing, the other Transaction Documents to which SPAC is a party will be, duly and validly executed and delivered by SPAC, and this Agreement has been duly executed constitutes, and delivered by on or prior to the Company and (assuming Closing, the valid authorizationother Transaction Documents to which SPAC is a party will constitute, execution and delivery of this Agreement by the Parent and the Purchaser) constitutes a legal, valid and binding obligation of the Company SPAC, enforceable against it SPAC in accordance with its terms, except as such enforceability may be limited by (i) bankruptcy, insolvency, reorganization, moratorium or other similar laws, now or hereafter in effect, relating to or limiting creditors' rights generally and (ii) general principles of equity (whether considered in an action in equity or at law) which provide, among other things, that the remedy of specific performance and injunctive and other forms of equity relief are subject to equitable defenses and the discretion of the court before which any proceedings therefor may be broughtEnforceability Exceptions. (b) Assuming that a quorum (as determined pursuant to the SPAC Charter) is present: (i) The Board of Directors approval and authorization of the Company has duly First Merger and validly approved and taken all corporate action required to be taken the First Plan of Merger shall require approval by a special resolution passed by the Board affirmative vote of Directors for SPAC Shareholders holding at least two-thirds of the outstanding SPAC Shares which, being so entitled, are voted thereon in person or by proxy at a general meeting of SPAC of which notice specifying the intention to propose the resolution as a special resolution has been duly given, pursuant to the terms and subject to the conditions of the SPAC Charter and applicable Law; and (ii) The approval and confirmation authorization of the transactions contemplated by this Agreement and the Tender Agreements, including, without limitation, all actions necessary to render Transactions as a Business Combination and the provisions adoption and approval of Section 203 a proposal for the adjournment of the Delaware Law inapplicable to transactions contemplated SPAC Shareholders’ Meeting in each case shall require approval by this Agreement an ordinary resolution passed by the affirmative vote of SPAC Shareholders holding at least a majority of the outstanding SPAC Shares which, being so entitled, are voted thereon in person or the Tender Agreements. No Oklahoma takeover statute or similar statute or regulation applies or purports to apply by proxy at a general meeting of SPAC, pursuant to the Parent, terms and subject to the Purchaser, the Merger, this Agreement, the Tender Agreements or any conditions of the transactions contemplated by this Agreement or the Tender Agreements in connection with the transactions contemplated by this Agreement or the Tender AgreementsSPAC Charter and applicable Law. (c) The Board SPAC Shareholders’ Approval are the only votes of Directors any SPAC Shares necessary in connection with execution of this Agreement and the other Transaction Documents to which SPAC is a party by SPAC and the consummation of the Company transactions contemplated hereby and thereby. (d) On or prior to the date of this Agreement, the SPAC Board has duly and validly approved and taken all corporate actions required to be taken by the Board of Directors for the approval of the amendments to the Amended and Restated Certificate of Incorporation of the Company (which amendments are attached as Exhibit B hereto) (the "Charter Amendment"). The stockholders of the Company have duly and validly approved the Charter Amendment. Subject to adopted resolutions (i) determining that this Agreement and the provisions of other Transaction Documents to which SPAC is a party contemplated hereby and the Exchange Act relating to transactions contemplated hereby and thereby (including the distribution of an information statement to Transactions) are advisable and fair to, and in the stockholders of the Company best interests of, SPAC and constitute a Business Combination, (ii) authorizing and approving the filing execution, delivery and performance by SPAC of this Agreement and the other Transaction Documents to which SPAC is a certificate of amendment party contemplated hereby and the transactions contemplated hereby and thereby ("Certificate of Amendment"including the Transactions) with (iii) making the Secretary of State of the State of DelawareSPAC Board Recommendation, no further action is required to make effective the Charter Amendment. The execution and delivery of the Tender Agreements(iv) directing that this Agreement, the tender of shares of Common Stock Transaction Documents and the Transactions be submitted to the SPAC Shareholders for adoption at an extraordinary general meeting called for such purpose pursuant to the Offer terms and the grant conditions of the options contemplated by the Tender Agreements do not conflict with Article Fifth of the Amended and Restated Certificate of Incorporation of the Company, and upon the effectiveness of the Charter Amendment neither the purchase of shares of Common Stock pursuant to the Offer nor the exercise of any such options under the Tender Agreement will violate the Amended and Restated Certificate of Incorporation of the Companythis Agreement.

Authorization. (a) The Company has all necessary requisite corporate power and authority to enter into execute and deliver this Agreement Agreement, to perform its obligations hereunder and will at the Closing have taken all necessary corporate action, including stockholder consent or approval (if necessary), to consummate the transactions contemplated hereby and to perform its obligations hereunderhereby. The execution execution, delivery and delivery performance of this Agreement and the consummation by the Company and of the performance of its obligations hereunder Merger have been duly and validly authorized by all necessary corporate action on the Board of Directors of the Company and, other than the approval and adoption of this Agreement by the requisite vote part of the Company's stockholders, and no other corporate proceedings on the part of the Company are necessarynecessary to authorize the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby, and other than, with respect to the Merger, the adoption of this Agreement by the holders of at least a majority of the outstanding aggregate voting power of Company Common Stock, voting together as a single class (the “Company Stockholder Approval”). This Agreement has been duly and validly executed and delivered by the Company and (and, assuming the valid authorization, due execution and delivery of this Agreement by the Parent and Merger Sub, constitutes the Purchaser) constitutes a valid and binding obligation of the Company Company, enforceable against it the Company in accordance with its terms, except as such enforceability may be limited by (i) subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, rehabilitation, liquidation, preferential transfer, moratorium or other and similar laws, Laws now or hereafter in effect, relating to or limiting affecting creditors' ’ rights generally and (ii) subject, as to enforceability, to general principles of equity (regardless of whether considered enforcement is sought in an action in a proceeding at equity or at law) which provide, among other things, that the remedy of specific performance and injunctive and other forms of equity relief are subject to equitable defenses and the discretion of the court before which any proceedings therefor may be brought). (b) The Board of Directors of the Company has duly and validly approved and taken all corporate action required to be taken by has, acting upon the Board of Directors for the approval and confirmation unanimous recommendation of the transactions contemplated by Special Committee, (i) determined that this Agreement and the Tender Agreements, including, without limitation, all actions necessary to render the provisions of Section 203 of the Delaware Law inapplicable to transactions contemplated by this Agreement or the Tender Agreements. No Oklahoma takeover statute or similar statute or regulation applies or purports to apply to the Parenthereby, the Purchaser, including the Merger, this Agreementare advisable and fair to, and in the best interests of, the Tender Agreements or any of Company and its stockholders, (ii) approved and declared advisable this Agreement and the transactions contemplated by hereby, including the Merger, (iii) resolved to recommend that the Company Stockholders approve the adoption of this Agreement or the Tender Agreements in connection with the transactions contemplated by and (iv) directed that this Agreement or be submitted to the Tender AgreementsCompany Stockholders for adoption. (c) The Board This Agreement and the transactions contemplated hereby, including the Merger and the acquisition of Directors “Beneficial Ownership” of “Equity Securities” (as each such term is defined in the Spinco Agreement) of the Company has duly and validly by Parent, have been approved and taken all corporate actions required to be taken in advance by the Board of Directors for the approval a majority of the amendments to “Qualified Directors” (as such term is defined in the Amended and Restated Certificate of Incorporation of the Company (which amendments are attached as Exhibit B heretoSpinco Agreement) (the "Charter Amendment"). The stockholders of the Company have duly and validly approved the Charter Amendment. Subject to (i) the provisions of the Exchange Act relating to the distribution of an information statement to the stockholders of the Company and (ii) the filing of a certificate of amendment ("Certificate of Amendment") with the Secretary of State of the State of Delaware, no further action is required to make effective the Charter Amendment. The execution and delivery of the Tender Agreements, the tender of shares of Common Stock pursuant to the Offer and the grant of the options contemplated by the Tender Agreements do not conflict with Article Fifth of the Amended and Restated Certificate of Incorporation of the Company, such that this Agreement and upon the effectiveness transactions contemplated hereby, including the Merger and the acquisition of Beneficial Ownership of Equity Securities of the Charter Amendment neither Company by Parent, qualify as a “Qualified Acquisition” (as such term is defined in the purchase Spinco Agreement) for purposes of shares Section 5(a) of Common Stock pursuant to the Offer nor Spinco Agreement. (d) The Company Stockholder Approval is the exercise only vote of the holders of any such options class or series of capital stock of the Company necessary to adopt this Agreement and to consummate the transactions contemplated hereby, including the Merger, under applicable Law or under the Tender Agreement will violate the Amended and Restated Certificate of Incorporation of the CompanyCompany Charter or Company Bylaws.

Authorization. (a) The Company has all necessary full corporate power and authority to enter into execute and deliver this Agreement, the Registration Rights Agreement and the Warrants, to issue the Common Stock pursuant to this Agreement and will at the Closing have taken all necessary corporate actionWarrants, including stockholder consent or approval (if necessary), and to consummate the transactions contemplated hereby and to perform its obligations hereunderthereby in accordance with the terms hereof and thereof. The execution and delivery of this Agreement, the Registration Rights Agreement by the Company and the performance Warrants, and the issuance of its obligations hereunder the Common Stock issuable upon a Closing and pursuant to the Warrants, and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized by the Board of Directors of the Company and, other than Company. To the approval and adoption of this Agreement by the requisite vote Knowledge of the Company's stockholders, no other corporate proceedings on the part of the Company are necessarynecessary to approve and authorize the execution and delivery of this Agreement, the Registration Rights Agreement and the Warrants, and this the issuance of the Common Stock issuable upon a Closing and pursuant to the Warrants, and the consummation of the transactions contemplated hereby and thereby in accordance with the terms hereof and thereof, except for any approval of the Company's shareholders that may be required pursuant to Rule 4460 of the Marketplace Rules of the Nasdaq Stock Market. This Agreement has and the Registration Rights Agreement have been duly executed and delivered by the Company Company, and (assuming the valid authorization, execution and delivery Common Stock issuable in accordance with the terms of this Agreement by or upon exercise of the Parent Warrants, upon the payment of the purchase price therefor in accordance with the terms hereof and thereof, will be duly and validly issued, fully paid and nonassessable, and each of this Agreement, the Registration Rights Agreement and the Purchaser) constitutes a Warrants, when executed and delivered constitute valid and binding obligation obligations of the Company enforceable against it the Company in accordance with its their terms, except as such enforceability may be limited by (i) subject to applicable bankruptcy, insolvencyinsolvency or similar laws relating to, reorganizationor affecting generally the enforcement of, moratorium or other similar laws, now or hereafter in effect, relating to or limiting creditors' rights generally and (ii) general remedies or by other equitable principles of equity (whether considered in an action in equity or at law) which provide, among other things, that the remedy of specific performance and injunctive and other forms of equity relief are subject to equitable defenses and the discretion of the court before which any proceedings therefor may be broughtgeneral application. (b) The Board of Directors of the Company has duly and validly approved and taken all corporate action required to be taken by the Board of Directors for the approval and confirmation of the transactions contemplated by this Agreement and the Tender Agreements, including, without limitation, all actions necessary to render the provisions of Section 203 of the Delaware Law inapplicable to transactions contemplated by this Agreement or the Tender Agreements. No Oklahoma takeover statute or similar statute or regulation applies or purports to apply to the Parent, the Purchaser, the Merger, this Agreement, the Tender Agreements or any of the transactions contemplated by this Agreement or the Tender Agreements in connection with the transactions contemplated by this Agreement or the Tender Agreements. (c) The Board of Directors of the Company has duly and validly approved and taken all corporate actions required to be taken by the Board of Directors for the approval of the amendments to the Amended and Restated Certificate of Incorporation of the Company (which amendments are attached as Exhibit B hereto) (the "Charter Amendment"). The stockholders of the Company have duly and validly approved the Charter Amendment. Subject to (i) the provisions of the Exchange Act relating to the distribution of an information statement to the stockholders of the Company and (ii) the filing of a certificate of amendment ("Certificate of Amendment") with the Secretary of State of the State of Delaware, no further action is required to make effective the Charter Amendment. The execution and delivery of the Tender Agreements, the tender of shares of Common Stock pursuant to the Offer and the grant of the options contemplated by the Tender Agreements do not conflict with Article Fifth of the Amended and Restated Certificate of Incorporation of the Company, and upon the effectiveness of the Charter Amendment neither the purchase of shares of Common Stock pursuant to the Offer nor the exercise of any such options under the Tender Agreement will violate the Amended and Restated Certificate of Incorporation of the Company.

Authorization. (a) The execution, delivery and performance by the Company has all necessary corporate power and authority to enter into of this Agreement and the Additional Agreements to which the Company is or will at be a party and the Closing have taken all necessary corporate action, including stockholder consent or approval (if necessary), to consummate consummation by the Company of the transactions contemplated hereby and to perform its obligations hereunder. The execution and delivery thereby are within the corporate powers of this Agreement by the Company and the performance of its obligations hereunder have been duly and validly authorized by the Board of Directors of the Company and, other than the approval and adoption of this Agreement by the requisite vote of the Company's stockholders, no other corporate proceedings all necessary action on the part of the Company are necessaryCompany. This Agreement constitutes, and this Agreement has been duly executed and delivered by and, upon the Company and (assuming the valid authorization, execution and delivery of this thereof, each Additional Agreement by to which the Parent and the Purchaser) constitutes Company is or will be a party will constitute, a valid and legally binding obligation agreement of the Company Company, enforceable against it the Company in accordance with its terms, except as such enforceability may be limited by (i) bankruptcy, insolvency, reorganization, moratorium reorganization or other similar laws, now or hereafter in effect, relating to or limiting laws affecting the enforcement of creditors' ’ rights generally and (ii) by general principles of equity (whether considered in an action in equity or at law) which provide, among other things, that the remedy of specific performance and injunctive and other forms of equity relief are subject to equitable defenses and the discretion of the court before which any proceedings therefor may be brought“Enforceability Exceptions”). (b) The By resolutions duly adopted (and not thereafter modified or rescinded) by the requisite vote of the Board of Directors of the Company, the Board of Directors of the Company has duly (i) approved this Agreement, the Additional Agreements and validly approved and taken all corporate action required to be taken by the Board of Directors for the approval and confirmation of the transactions contemplated hereby and thereby in accordance with the provisions of the DGCL and the Company Certificate of Incorporation; (ii) determined that this Agreement, the Additional Agreements and the transactions contemplated hereby and thereby, upon the terms and subject to the conditions set forth herein, are advisable and fair to and in the best interests of the Company and the Company Stockholders; (iii) directed that the adoption of this Agreement be submitted to the Company Stockholders for consideration and recommended that all of the Company Stockholders adopt this Agreement. The affirmative votes or written consents of (a) Persons holding more than fifty percent (50%) (on an as-converted basis) of the voting power of the Company Stockholders; (b) Persons holding more than fifty percent (50%) of outstanding shares of Company Preferred Stock, voting as a separate class; and (c) Persons holding more than fifty percent (50%) of outstanding shares of Company Series B Preferred Stock, voting as a separate class, in each case, who deliver written consents or are present in person or by proxy at such meeting and voting thereon are required to, and shall be sufficient to, approve this Agreement and the Tender Agreements, including, without limitation, all actions necessary to render the provisions of Section 203 of the Delaware Law inapplicable to transactions contemplated by this Agreement hereby (the “Company Stockholder Approval”). The Company Stockholder Approval is the only vote or the Tender Agreements. No Oklahoma takeover statute or similar statute or regulation applies or purports to apply to the Parent, the Purchaser, the Merger, this Agreement, the Tender Agreements or consent of any of the transactions contemplated by this Agreement or the Tender Agreements in connection with the transactions contemplated by this Agreement or the Tender Agreements. (c) The Board holders of Directors any of the Company has duly Capital Stock necessary to adopt this Agreement and validly approved approve the Merger and taken all corporate actions required to be taken by the Board of Directors for the approval consummation of the amendments to the Amended and Restated Certificate of Incorporation of the Company (which amendments are attached as Exhibit B hereto) (the "Charter Amendment"). The stockholders of the Company have duly and validly approved the Charter Amendment. Subject to (i) the provisions of the Exchange Act relating to the distribution of an information statement to the stockholders of the Company and (ii) the filing of a certificate of amendment ("Certificate of Amendment") with the Secretary of State of the State of Delaware, no further action is required to make effective the Charter Amendment. The execution and delivery of the Tender Agreements, the tender of shares of Common Stock pursuant to the Offer and the grant of the options other transactions contemplated by the Tender Agreements do not conflict with Article Fifth of the Amended and Restated Certificate of Incorporation of the Company, and upon the effectiveness of the Charter Amendment neither the purchase of shares of Common Stock pursuant to the Offer nor the exercise of any such options under the Tender Agreement will violate the Amended and Restated Certificate of Incorporation of the Companyhereby.

Authorization. (a) The Each of Stockholder and the Company has all necessary full corporate power and authority to enter into execute and deliver this Agreement and, in the case of the Company to consummate the Merger, and each of Stockholder, the Company and the Stockholder Parties had full power to execute and deliver the Internal Reorganization Documents and will have the power and authority at the Closing have taken all necessary corporate action(or at such earlier time as such document is executed and/or delivered by such Party) to execute and deliver each of the Ancillary Agreements, including stockholder consent or approval (if necessary), and other Closing Documents to consummate the transactions contemplated hereby which it is a party and to perform its obligations hereunderhereunder and thereunder. Upon delivery of the Stockholder Written Consent immediately following the execution of this Agreement, the Stockholder shall have duly approved and adopted this Agreement, and the Merger shall be approved by the Required Stockholder Approval and as of the Closing and Effective Time, the Required Stockholder Approval shall have been received. The execution execution, delivery and delivery performance of this Agreement by the Company and the performance consummation by the Company of its obligations hereunder the Transactions and this Agreement and the Merger have been duly approved, accepted and validly authorized declared advisable by the unanimous vote of the Board of Directors of the Company andCompany, other than the approval execution, delivery and adoption performance by Stockholder of this Agreement has been duly and validly authorized and the execution, delivery and performance by each of Stockholder, the requisite vote Company and the Stockholder Parties of the Company's stockholdersInternal Reorganization Documents has been duly and validly authorized and the execution, delivery and performance by Stockholder, the Stockholder Parties and the Company of each of the Ancillary Agreements and other Closing Documents to which it is or will be a party will be, when executed and delivered duly and validly authorized, and no additional corporate or stockholder or similar authorization or consent is required in connection therewith. No other corporate proceedings on the part of the Company are necessary, and this Agreement has been duly executed and delivered by the Company and (assuming the valid authorization, execution and delivery of this Agreement by the Parent and the Purchaser) constitutes a valid and binding obligation of the Company enforceable against it in accordance with its terms, except as such enforceability may be limited by (i) bankruptcy, insolvency, reorganization, moratorium or other similar laws, now or hereafter in effect, relating to or limiting creditors' rights generally and (ii) general principles of equity (whether considered in an action in equity or at law) which provide, among other things, that the remedy of specific performance and injunctive and other forms of equity relief are subject to equitable defenses and the discretion of the court before which any proceedings therefor may be brought. (b) The Board of Directors of the Company has duly and validly approved and taken all corporate action required to be taken by the Board of Directors for the approval and confirmation of the transactions contemplated by this Agreement and the Tender Agreements, including, without limitation, all actions necessary to render the provisions of Section 203 of the Delaware Law inapplicable to transactions contemplated by authorize this Agreement or the Tender Agreements. No Oklahoma takeover statute or similar statute or regulation applies or purports Merger (other than, with respect to apply to the Parent, the Purchaser, the Merger, this Agreementthe Required Stockholder Approval and the filing and recordation of the Certificate of Merger and other appropriate merger documents as required by the CGCL). Each Affiliate of Stockholder has (and, if executed or delivered prior to the Tender date hereof, at the time of execution and delivery had), or prior to the Closing will have, full corporate power and authority to execute and deliver each Ancillary Agreement or other Closing Document to which it is or will be a party and to perform its obligations thereunder. The execution, delivery and performance by each Affiliate of Stockholder of each of the Ancillary Agreements or any other Closing Document to which it is or will be a party has been, or prior to the Closing (or time of the transactions contemplated by this Agreement or the Tender Agreements in connection with the transactions contemplated by this Agreement or the Tender Agreements. (cperformance thereunder) The Board of Directors of the Company has will have been, duly and validly approved and taken all corporate actions required to be taken by the Board of Directors for the approval of the amendments to the Amended and Restated Certificate of Incorporation of the Company (which amendments are attached as Exhibit B hereto) (the "Charter Amendment"). The stockholders of the Company have duly and validly approved the Charter Amendment. Subject to (i) the provisions of the Exchange Act relating to the distribution of an information statement to the stockholders of the Company and (ii) the filing of a certificate of amendment ("Certificate of Amendment") with the Secretary of State of the State of Delaware, no further action is required to make effective the Charter Amendment. The execution and delivery of the Tender Agreements, the tender of shares of Common Stock pursuant to the Offer and the grant of the options contemplated by the Tender Agreements do not conflict with Article Fifth of the Amended and Restated Certificate of Incorporation of the Companyauthorized, and upon the effectiveness of the Charter Amendment neither the purchase of shares of Common Stock pursuant to the Offer nor the exercise of any such options under the Tender Agreement no additional corporate or stockholder or similar authorization or consent is or will violate the Amended and Restated Certificate of Incorporation of the Companybe required in connection therewith.

Authorization. (a) The Company has Each Seller has, and each of the Sellers and each other member of the Seller Group will have at the applicable Closing, all necessary corporate power and authority to enter into this Agreement execute and will at deliver the Closing have taken all necessary corporate action, including stockholder consent or approval (if necessary), Transaction Agreements to which it is a party and to consummate the transactions contemplated hereby Contemplated Transactions and to perform its respective obligations hereunderunder the Transaction Agreements to which it is a party. The execution Each member of the Seller Group (other than the Sellers) has obtained, or will have obtained prior to the applicable Closing Date, all corporate approvals necessary for the due and valid authorization of its execution, delivery and performance of this Agreement by the Company Transaction Agreements to which it is a party and the consummation by it of the Contemplated Transactions. Each Seller has obtained all corporate approvals necessary for the due and valid authorization of its execution, delivery and performance of its obligations hereunder have been the Transaction Agreements to which it is a party and the consummation by it of the Contemplated Transaction. Each Seller has duly and validly authorized by the Board of Directors of the Company and, other than the approval and adoption of this Agreement by the requisite vote of the Company's stockholders, no other corporate proceedings on the part of the Company are necessary, and this Agreement has been duly executed and delivered by this Agreement and, on or prior to the Company applicable Closing, each member of the Seller Group will have duly and (assuming validly executed and delivered the valid other Transaction Agreements to which it is a party. Assuming the due authorization, execution and delivery of the Transaction Agreements by the other parties thereto, this Agreement by the Parent and the Purchaser) constitutes and, at each applicable Closing, each other Transaction Agreement will be, a valid and binding obligation of each member of the Company Seller Group that is party hereto or thereto, as applicable, enforceable against it such member of the Seller Group in accordance with its terms, except subject, as such enforceability may be limited by to enforceability, to (ia) Laws of general application relating to bankruptcy, insolvency, reorganizationfraudulent conveyance, moratorium preferential transfers or other similar lawsthe relief of debtors, now or hereafter in effect, relating to or limiting creditors' rights generally and (iib) rules of Law governing specific performance, injunctive relief and other equitable remedies or general principles of equity (whether considered in an action in equity or at law) which provide, among other things, that the remedy of specific performance and injunctive and other forms of equity relief are subject to equitable defenses and the discretion of the court before which any proceedings therefor may be broughtequity. (b) The Board of Directors of the Company has duly and validly approved and taken all corporate action required to be taken by the Board of Directors for the approval and confirmation of the transactions contemplated by this Agreement and the Tender Agreements, including, without limitation, all actions necessary to render the provisions of Section 203 of the Delaware Law inapplicable to transactions contemplated by this Agreement or the Tender Agreements. No Oklahoma takeover statute or similar statute or regulation applies or purports to apply to the Parent, the Purchaser, the Merger, this Agreement, the Tender Agreements or any of the transactions contemplated by this Agreement or the Tender Agreements in connection with the transactions contemplated by this Agreement or the Tender Agreements. (c) The Board of Directors of the Company has duly and validly approved and taken all corporate actions required to be taken by the Board of Directors for the approval of the amendments to the Amended and Restated Certificate of Incorporation of the Company (which amendments are attached as Exhibit B hereto) (the "Charter Amendment"). The stockholders of the Company have duly and validly approved the Charter Amendment. Subject to (i) the provisions of the Exchange Act relating to the distribution of an information statement to the stockholders of the Company and (ii) the filing of a certificate of amendment ("Certificate of Amendment") with the Secretary of State of the State of Delaware, no further action is required to make effective the Charter Amendment. The execution and delivery of the Tender Agreements, the tender of shares of Common Stock pursuant to the Offer and the grant of the options contemplated by the Tender Agreements do not conflict with Article Fifth of the Amended and Restated Certificate of Incorporation of the Company, and upon the effectiveness of the Charter Amendment neither the purchase of shares of Common Stock pursuant to the Offer nor the exercise of any such options under the Tender Agreement will violate the Amended and Restated Certificate of Incorporation of the Company.

Authorization. (a) The Company has all necessary full corporate power and authority to enter into this Agreement Agreement, to carry out its obligations hereunder and will at the Closing have taken all necessary corporate action, including stockholder consent or approval (if necessary), to consummate the transactions contemplated hereby and to perform its obligations hereunderhereby. The execution and delivery by Company of this Agreement by the Company and Agreement, the performance by Company of its obligations hereunder and the consummation by Company of the transactions contemplated hereby have been duly and validly authorized by the Board of Directors of the Company and, other than the approval and adoption of this Agreement by the all requisite vote of the Company's stockholders, no other corporate proceedings action on the part of the Company are necessary, and this Company. This Agreement has been duly executed and delivered by the Company Company, and (assuming the valid authorization, execution and delivery of this Agreement by the Parent and the Purchaser) constitutes a constitutes, legal, valid and binding obligation obligations of the Company enforceable against it Company in accordance with its their terms, except as such enforceability may be limited by (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar lawslaws of general application affecting enforcement of creditors’ rights, now or hereafter in effect, relating to or limiting creditors' rights generally and (ii) general principles of equity (whether considered in an action in equity or at law) which provide, among other things, that restrict the remedy availability of specific performance and injunctive and other forms of equity relief are subject to equitable defenses and the discretion of the court before which any proceedings therefor may be broughtremedies. (b) The Board Company Board, at a meeting duly called and held at which all directors of Directors Company were present, duly and unanimously adopted resolutions (i) determining that the terms of this Agreement, the Mergers and the other transactions contemplated hereby are fair to and in the best interests of the Company has duly Stockholders, (ii) approving and validly approved and taken all corporate action required to be taken by the Board of Directors for the approval and confirmation of the transactions contemplated by declaring advisable this Agreement and the Tender Agreementstransactions contemplated hereby, includingincluding the Mergers, without limitation, all actions necessary (iii) directing that this Agreement be submitted to render the provisions of Section 203 Stockholders for adoption and approval and (iv) resolving to recommend that the Stockholders vote in favor of the Delaware Law inapplicable to transactions contemplated by adoption and approval of this Agreement or the Tender Agreements. No Oklahoma takeover statute or similar statute or regulation applies or purports to apply to the Parent, the Purchaser, the Merger, this Agreement, the Tender Agreements or any of and the transactions contemplated by this Agreement hereby, including the Mergers, which resolutions have not been subsequently rescinded, modified or the Tender Agreements withdrawn in connection with the transactions contemplated by this Agreement or the Tender Agreementsany way. (c) The Board of Directors of Required Stockholder Approval is the Company has duly and validly approved and taken all corporate actions required to be taken by the Board of Directors for the only approval of the amendments to holders of any class or series of Company’s capital stock or other securities required in connection with the Amended and Restated Certificate of Incorporation consummation of the Company (which amendments are attached as Exhibit B hereto) (the "Charter Amendment"). The stockholders of the Company have duly and validly approved the Charter Amendment. Subject to (i) the provisions of the Exchange Act relating to the distribution of an information statement to the stockholders of the Company and (ii) the filing of a certificate of amendment ("Certificate of Amendment") with the Secretary of State of the State of Delaware, no further action is required to make effective the Charter Amendment. The execution and delivery of the Tender Agreements, the tender of shares of Common Stock pursuant to the Offer and the grant of the options contemplated by the Tender Agreements do not conflict with Article Fifth of the Amended and Restated Certificate of Incorporation of the Company, and upon the effectiveness of the Charter Amendment neither the purchase of shares of Common Stock pursuant to the Offer nor the exercise of any such options under the Tender Agreement will violate the Amended and Restated Certificate of Incorporation of the CompanyMerger.

Authorization. (a1) The Each of the Company and the Bank has all necessary the full legal right, corporate power and authority to enter into this Agreement and the other agreements referenced herein to which it will at be a party and to carry out its obligations hereunder and thereunder. The execution, delivery and performance of this Agreement and the Closing have taken all necessary corporate action, including stockholder consent or approval (if necessary), other agreements referenced herein to consummate which each of the Company and the Bank will be a party and the consummation of the transactions contemplated hereby and to perform its obligations hereunder. The execution and delivery thereby have been duly authorized by the Boards of this Agreement by Directors of each of the Company and the performance of its obligations hereunder have been Bank. This Agreement has been, and the other agreements referenced herein to which they will be a party, when executed, will be, duly and validly authorized by the Board of Directors of the Company and, other than the approval and adoption of this Agreement by the requisite vote of the Company's stockholders, no other corporate proceedings on the part of the Company are necessary, and this Agreement has been duly executed and delivered by the Company and (the Bank and, assuming the valid due authorization, execution and delivery of this Agreement by the Parent Purchaser, is and the Purchaser) constitutes will be a valid and binding obligation of each of the Company and the Bank enforceable against it each of the Company and the Bank in accordance with its terms, terms (except as such enforceability enforcement may be limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium or other moratorium, fraudulent transfer and similar laws, now or hereafter in effect, laws of general applicability relating to or limiting affecting creditors' ’ rights generally or by general equity principles). No other corporate proceedings are necessary for the execution and (ii) general principles delivery by the Company or the Bank of equity (whether considered in an action in equity or at law) which provide, among other things, that the remedy of specific performance and injunctive and other forms of equity relief are subject to equitable defenses this Agreement and the discretion other agreements referenced herein to which it will be a party, the performance by them of their obligations hereunder and thereunder or the court before which any proceedings therefor may be brought. (b) The Board of Directors of the Company has duly and validly approved and taken all corporate action required to be taken consummation by the Board of Directors for the approval and confirmation them of the transactions contemplated by this Agreement and the Tender Agreementshereby, including, without limitation, all actions necessary subject to render the provisions of Section 203 receipt of the Delaware Law inapplicable approval by the Company’s shareholders of the Shareholder Proposal. The only vote of the shareholders of the Company required in connection with the approval of the Shareholder Proposal is the affirmative vote of the holders of not less than a majority of the outstanding Common Stock voting at the meeting at which such a vote is taken. All shares of Common Stock outstanding on the record date for a meeting at which a vote is taken with respect to transactions contemplated the Shareholder Proposal shall be eligible to vote on such proposal. (2) Neither the execution and delivery by this Agreement the Company or the Tender Agreements. No Oklahoma takeover statute or similar statute or regulation applies or purports to apply to the Parent, the Purchaser, the Merger, Bank of this Agreement, nor the Tender Agreements consummation of the transactions contemplated hereby, nor compliance by the Company or the Bank with any of the provisions hereof, will (A) violate, conflict with, or result in a breach of any provision of, or constitute a default (or an event that, with notice or lapse of time or both, would constitute a default) under, or result in the termination of, or result in the loss of any benefit or creation of any right on the part of any third party under, or accelerate the performance required by, or result in a right of termination or acceleration of, or result in the creation of any Liens upon any of the material properties or assets of the Company, the Bank or any Subsidiary under any of the terms, conditions or provisions of (i) its certificate of incorporation or bylaws (or similar governing documents) or the certificate of incorporation, charter, bylaws or other governing instrument of any Subsidiary or (ii) except for defaults that would not have nor reasonably be expected to have a Material Adverse Effect, any material note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which the Company, the Bank or any Subsidiary is a party or by which it may be bound, including without limitation the trust preferred securities issued by Capital Bank Statutory Trust I, Capital Bank Statutory Trust II, or Capital Bank Statutory Trust III or the related indentures (collectively, the “Trust Preferred Securities”), or to which the Company, the Bank or any Subsidiary or any of the transactions contemplated by this Agreement properties or the Tender Agreements in connection with the transactions contemplated by this Agreement or the Tender Agreements. (c) The Board of Directors of the Company has duly and validly approved and taken all corporate actions required to be taken by the Board of Directors for the approval of the amendments to the Amended and Restated Certificate of Incorporation of the Company (which amendments are attached as Exhibit B hereto) (the "Charter Amendment"). The stockholders of the Company have duly and validly approved the Charter Amendment. Subject to (i) the provisions of the Exchange Act relating to the distribution of an information statement to the stockholders of the Company and (ii) the filing of a certificate of amendment ("Certificate of Amendment") with the Secretary of State of the State of Delaware, no further action is required to make effective the Charter Amendment. The execution and delivery of the Tender Agreements, the tender of shares of Common Stock pursuant to the Offer and the grant of the options contemplated by the Tender Agreements do not conflict with Article Fifth of the Amended and Restated Certificate of Incorporation assets of the Company, and upon the effectiveness of Bank or any Subsidiary may be subject, or (B) except for violations that would not have nor reasonably be expected to have a Material Adverse Effect, assuming the Charter Amendment neither the purchase of shares of Common Stock pursuant consents referred to in Section 2.2(f) are duly obtained, violate any law, statute, ordinance, rule, regulation, permit, concession, grant, franchise or any judgment, ruling, order, writ, injunction or decree applicable to the Offer nor Company, the exercise Bank or any Subsidiary or any of any such options under the Tender Agreement will violate the Amended and Restated Certificate of Incorporation of the Companytheir respective properties or assets.

Authorization. (a) The Company has all necessary requisite corporate power and authority to enter into execute and deliver this Agreement and will at and, subject in the Closing have taken all necessary corporate action, including stockholder consent or approval (if necessary)case of the Merger to obtaining the Requisite Stockholder Approval, to consummate the transactions contemplated hereby and to perform its obligations hereunder. The Assuming that the representations of Parent and Merger Sub set forth in Section 4.6 are accurate, the execution and delivery of this Agreement by the Company and the performance consummation by the Company of its obligations hereunder the transactions contemplated hereby (including the Merger) have been duly and validly authorized by all necessary corporate action on the Board of Directors part of the Company and, other than the approval and adoption of this Agreement by the requisite vote of the Company's stockholders, no other additional corporate proceedings on the part of the Company are necessarynecessary to authorize this Agreement or to consummate the transactions contemplated hereby (including the Merger), and this other than in the case of the Merger obtaining the Requisite Stockholder Approval. This Agreement has been duly executed and delivered by the Company and (and, assuming the valid due authorization, execution and delivery of this Agreement by the Parent and the Purchaser) Merger Sub, constitutes a legal, valid and binding obligation of the Company Company, enforceable against it the Company in accordance with its terms, except as that such enforceability (i) may be limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium or and other similar laws, now Applicable Law affecting or hereafter in effect, relating to or limiting creditors' ’ rights generally and (ii) is subject to general principles of equity (whether considered in an action in equity or at law) which provide, among other things, that the remedy of specific performance and injunctive and other forms of equity relief are subject to equitable defenses and the discretion of the court before which any proceedings therefor may be broughtequity. (b) The Board At a meeting duly called and held prior to the execution of Directors of this Agreement, the Company has duly and validly approved and taken all corporate action required to be taken by the Board of Directors for the approval and confirmation of the transactions contemplated by unanimously (i) determined that this Agreement and the Tender transactions contemplated hereby, including the Merger, are advisable, (ii) determined that this Agreement and the transactions contemplated hereby, including the Merger, are fair to and in the best interests of the Company and its stockholders, (iii) approved this Agreement and the transactions contemplated hereby, including the Merger, and the Voting Agreements, including, without limitation, (iv) took all actions necessary to render so that the provisions of restrictions on business combinations and stockholder vote requirements contained in Section 203 of the Delaware Law inapplicable DGCL will not apply with respect to transactions contemplated by this Agreement or the Tender Agreements. No Oklahoma takeover statute or similar statute or regulation applies or purports to apply to the Parent, the Purchaser, as a result of the Merger, this Agreement, the Tender Voting Agreements or any of and the transactions contemplated by hereby and thereby, (v) directed that the adoption of this Agreement or be submitted to a vote of the Tender Agreements stockholders of the Company at the Company Stockholder Meeting and (vi) resolved to recommend that the holders of shares of Company Common Stock adopt this Agreement in connection accordance with the transactions contemplated by this Agreement or the Tender Agreementsapplicable provisions of Delaware Law. (c) The Board Assuming that the representations of Directors Parent and Merger Sub set forth in Section 4.6 are accurate, the affirmative vote of the Company has duly and validly approved and taken all corporate actions required to be taken by the Board holders of Directors for the approval a majority of the amendments outstanding shares of Company Common Stock voting to adopt this Agreement (the Amended and Restated Certificate of Incorporation “Requisite Stockholder Approval”) is the only vote of the holders of any class or series of Company Capital Stock necessary (which amendments are attached as Exhibit B heretounder Applicable Law or otherwise) (to consummate the "Charter Amendment"). The stockholders of the Company have duly and validly approved the Charter Amendment. Subject to (i) the provisions of the Exchange Act relating to the distribution of an information statement to the stockholders of the Company and (ii) the filing of a certificate of amendment ("Certificate of Amendment") with the Secretary of State of the State of Delaware, no further action is required to make effective the Charter Amendment. The execution and delivery of the Tender Agreements, the tender of shares of Common Stock pursuant to the Offer Merger and the grant of the options other transactions contemplated by the Tender Agreements do not conflict with Article Fifth of the Amended and Restated Certificate of Incorporation of the Company, and upon the effectiveness of the Charter Amendment neither the purchase of shares of Common Stock pursuant to the Offer nor the exercise of any such options under the Tender Agreement will violate the Amended and Restated Certificate of Incorporation of the Companythis Agreement.

Authorization. (a) The Company has all necessary requisite corporate power and authority to enter into execute and deliver this Agreement Agreement, to perform its obligations hereunder and will at the Closing have taken all necessary corporate action, including stockholder consent or approval (if necessary), to consummate the transactions contemplated hereby and to perform its obligations hereunderhereby. The execution execution, delivery and delivery performance of this Agreement and the consummation by the Company of the Merger and the performance of its obligations hereunder other transactions contemplated hereby have been duly and validly authorized by all necessary corporate action on the Board of Directors part of the Company and, other than the approval and adoption of this Agreement by the requisite vote of the Company's stockholders, no other corporate proceedings on the part of the Company are necessarynecessary to authorize the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby, and other than, with respect to the Merger, the adoption of this Agreement by the holders of at least a majority of the outstanding shares of Company Common Stock (the “Company Stockholder Approval”). This Agreement has been duly and validly executed and delivered by the Company and (and, assuming the valid authorization, due execution and delivery of this Agreement by Parent, Merger Sub and Merger LLC, constitutes the Parent and the Purchaser) constitutes a valid and binding obligation of the Company Company, enforceable against it the Company in accordance with its terms, except as such enforceability may be limited by (i) subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, rehabilitation, liquidation, preferential transfer, moratorium or other and similar laws, Laws now or hereafter in effect, relating to or limiting affecting creditors' ’ rights generally and (ii) subject, as to enforceability, to general principles of equity (regardless of whether considered enforcement is sought in an action in a proceeding at equity or at law) which provide, among other things, that the remedy of specific performance and injunctive and other forms of equity relief are subject to equitable defenses and the discretion of the court before which any proceedings therefor may be brought). (b) The Board of Directors of the Company has duly and validly approved and taken all corporate action required to be taken by the Board of Directors for the approval and confirmation of the transactions contemplated by (i) determined that this Agreement and the Tender Agreements, including, without limitation, all actions necessary to render the provisions of Section 203 of the Delaware Law inapplicable to transactions contemplated by this Agreement or the Tender Agreements. No Oklahoma takeover statute or similar statute or regulation applies or purports to apply to the Parenthereby, the Purchaser, including the Merger, this Agreementare advisable and fair to, and in the best interests of, the Tender Agreements or any of Company and its stockholders, (ii) approved this Agreement and the Voting Agreement and the transactions contemplated by hereby and thereby, including the Merger, (iii) recommended that the Company Stockholders adopt this Agreement or the Tender Agreements in connection with the transactions contemplated by and (iv) directed that this Agreement or be submitted to the Tender AgreementsCompany Stockholders for their adoption. (c) The Board Company Stockholder Approval is the only vote of Directors the holders of any class or series of capital stock of the Company has duly necessary to adopt this Agreement and validly approved and taken all corporate actions required to be taken by consummate the Board of Directors for the approval of the amendments to the Amended and Restated Certificate of Incorporation of the Company (which amendments are attached as Exhibit B hereto) (the "Charter Amendment"). The stockholders of the Company have duly and validly approved the Charter Amendment. Subject to (i) the provisions of the Exchange Act relating to the distribution of an information statement to the stockholders of the Company and (ii) the filing of a certificate of amendment ("Certificate of Amendment") with the Secretary of State of the State of Delaware, no further action is required to make effective the Charter Amendment. The execution and delivery of the Tender Agreements, the tender of shares of Common Stock pursuant to the Offer Merger and the grant of the options other transactions contemplated by the Tender Agreements do not conflict with Article Fifth of the Amended and Restated Certificate of Incorporation of the Company, and upon the effectiveness of the Charter Amendment neither the purchase of shares of Common Stock pursuant to the Offer nor the exercise of any such options under the Tender Agreement will violate the Amended and Restated Certificate of Incorporation of the Companyhereby.

Authorization. (a) The Company Each of Parent and Seller has all necessary the corporate power and authority to enter into this Agreement and, to the extent a party thereto, the Ancillary Agreements, and will at to carry out the Closing transactions contemplated herein and therein. (b) The Boards of Directors of Seller and Parent, and Parent, as the sole shareholder of Seller, have taken all necessary corporate actionaction required by law and Seller’s Articles of Incorporation and otherwise to duly and validly authorize and approve the execution, including stockholder consent or approval (if necessary)delivery and performance by Seller of this Agreement, to consummate the Ancillary Agreements and the consummation by Seller of the transactions contemplated hereby herein and to perform its obligations hereunder. The execution therein and delivery of this Agreement by the Company and the performance of its obligations hereunder have been duly and validly authorized by the Board of Directors of the Company and, other than the approval and adoption of this Agreement by the requisite vote of the Company's stockholders, no other corporate proceedings on the part of Seller are, or will be, necessary to authorize this Agreement, the Company are necessaryAncillary Agreements or to consummate the transactions contemplated hereby and thereby. (c) The Board of Directors of Parent has taken all action required by law and Parent’s Certificate of Incorporation and otherwise to duly and validly authorize and approve the execution, delivery and performance by Parent of this Agreement, the Ancillary Agreements and the consummation by Parent of the transactions contemplated herein and therein and no other corporate proceedings on the part of Parent are, or will be, necessary to authorize this Agreement has or to consummate the transactions contemplated hereby. (d) To the extent a party thereto, this Agreement and the Ancillary Agreements have been duly and validly executed and delivered by the Company each of Parent and (Seller and, assuming the valid due authorization, execution and delivery by Purchaser of this Agreement by the Parent and the Purchaser) constitutes a Ancillary Agreements, constitute the legal, valid and binding obligation obligations of the Company Parent and Seller, enforceable against it each of Parent and Seller in accordance with its their respective terms, except as such enforceability may be limited by (i) subject to laws of general application relating to bankruptcy, insolvency, reorganization, moratorium or other similar laws, now or hereafter in effect, relating to or limiting laws affecting creditors' ’ rights generally and (ii) general principles rules of equity (whether considered in an action in equity law governing specific performance, injunctive relief or at law) which provide, among other things, that the remedy of specific performance and injunctive and other forms of equity relief are subject to equitable defenses and the discretion of the court before which any proceedings therefor may be broughtremedies. (b) The Board of Directors of the Company has duly and validly approved and taken all corporate action required to be taken by the Board of Directors for the approval and confirmation of the transactions contemplated by this Agreement and the Tender Agreements, including, without limitation, all actions necessary to render the provisions of Section 203 of the Delaware Law inapplicable to transactions contemplated by this Agreement or the Tender Agreements. No Oklahoma takeover statute or similar statute or regulation applies or purports to apply to the Parent, the Purchaser, the Merger, this Agreement, the Tender Agreements or any of the transactions contemplated by this Agreement or the Tender Agreements in connection with the transactions contemplated by this Agreement or the Tender Agreements. (c) The Board of Directors of the Company has duly and validly approved and taken all corporate actions required to be taken by the Board of Directors for the approval of the amendments to the Amended and Restated Certificate of Incorporation of the Company (which amendments are attached as Exhibit B hereto) (the "Charter Amendment"). The stockholders of the Company have duly and validly approved the Charter Amendment. Subject to (i) the provisions of the Exchange Act relating to the distribution of an information statement to the stockholders of the Company and (ii) the filing of a certificate of amendment ("Certificate of Amendment") with the Secretary of State of the State of Delaware, no further action is required to make effective the Charter Amendment. The execution and delivery of the Tender Agreements, the tender of shares of Common Stock pursuant to the Offer and the grant of the options contemplated by the Tender Agreements do not conflict with Article Fifth of the Amended and Restated Certificate of Incorporation of the Company, and upon the effectiveness of the Charter Amendment neither the purchase of shares of Common Stock pursuant to the Offer nor the exercise of any such options under the Tender Agreement will violate the Amended and Restated Certificate of Incorporation of the Company.

Authorization. (a) The Company has all necessary corporate requisite power and authority to enter into execute and deliver this Agreement and will at subject, in the Closing have taken all necessary corporate action, including stockholder consent or approval (if necessary)case of the Merger to obtaining the Requisite Shareholder Approval, to consummate the transactions contemplated hereby and to perform its obligations hereunder. The execution and delivery of this Agreement by the Company and the performance consummation by the Company of its obligations hereunder the transactions contemplated hereby (including the Merger) have been duly and validly authorized by all necessary corporate action on the Board of Directors part of the Company and, other than the approval and adoption of this Agreement by the requisite vote of the Company's stockholders, no other additional corporate proceedings on the part of the Company are necessarynecessary to authorize this Agreement or the consummation of the transactions contemplated hereby (including the Merger), and this other than in the case of the Merger obtaining the Requisite Shareholder Approval. This Agreement has been duly executed and delivered by the Company and (and, assuming the valid due authorization, execution and delivery of this Agreement by the Parent and the Purchaser) Merger Sub, constitutes a legal, valid and binding obligation of the Company Company, enforceable against it the Company in accordance with its terms, except as that such enforceability (a) may be limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium or and other similar laws, now Laws affecting or hereafter in effect, relating to or limiting creditors' ’ rights generally and (iib) is subject to general principles of equity (whether considered in an action in equity or at law) which provide, among other things, that the remedy of specific performance and injunctive and other forms of equity relief are subject to equitable defenses and the discretion of the court before which any proceedings therefor may be broughtequity. (b) The Board of Directors of At a meeting duly called and held prior to the date hereof, the Company Board has duly and validly approved and taken all corporate action required to be taken by the Board of Directors for the approval and confirmation of the transactions contemplated by unanimously (i) determined that this Agreement and the Tender Agreements, including, without limitation, all actions necessary to render the provisions of Section 203 of the Delaware Law inapplicable to transactions contemplated by this Agreement or the Tender Agreements. No Oklahoma takeover statute or similar statute or regulation applies or purports to apply to the Parenthereby, the Purchaser, including the Merger, are advisable, (ii) unanimously determined that this Agreement, the Tender Agreements or any of Agreement and the transactions contemplated by hereby, including the Merger, are fair to and in the best interests of the Company and its shareholders, (iii) approved this Agreement or the Tender Agreements in connection with and the transactions contemplated by hereby, including the Merger, and the Voting Agreements, and (iv) resolved to recommend that the holders of Shares approve this Agreement or in accordance with the Tender Agreementsapplicable provisions of California Law. (c) The Board of Directors affirmative vote of the Company has duly and validly approved and taken all corporate actions required to be taken by the Board holders of Directors for the approval a majority of the amendments to outstanding Shares, voting together as a class (the Amended and Restated Certificate of Incorporation “Requisite Shareholder Approval”), is the only vote of the holders of any class or series of Company Capital Stock necessary (which amendments are attached as Exhibit B heretounder applicable Laws or otherwise) (the "Charter Amendment"). The stockholders of the Company have duly and validly approved the Charter Amendment. Subject to (i) the provisions of the Exchange Act relating to the distribution of an information statement to the stockholders of the Company and (ii) the filing of a certificate of amendment ("Certificate of Amendment") with the Secretary of State of the State of Delaware, no further action is required to make effective the Charter Amendment. The execution and delivery of the Tender Agreements, the tender of shares of Common Stock pursuant to the Offer approve this Agreement and the grant of the options contemplated by the Tender Agreements do not conflict with Article Fifth of the Amended and Restated Certificate of Incorporation of the Company, and upon the effectiveness of the Charter Amendment neither the purchase of shares of Common Stock pursuant to the Offer nor the exercise of any such options under the Tender Agreement will violate the Amended and Restated Certificate of Incorporation of the CompanyMerger.

Authorization. (a) The execution, delivery and performance by the Company has all necessary corporate power and authority to enter into of this Agreement and will at each other Transaction Agreement to which it is a party and the Closing have taken all necessary corporate action, including stockholder consent or approval (if necessary), to consummate consummation of the transactions contemplated hereby and thereby are within the Company’s corporate powers and, subject to perform the Company Stockholder Approval, have been duly authorized by all necessary corporate action on the part of the Company. The (i) affirmative written approval of ▇▇▇▇ Capital Credit, LP, together with certain of its obligations hereunderaffiliated funds (collectively, the “▇▇▇▇ Entities”), of this Agreement and the transactions contemplated hereby pursuant to that certain Letter Agreement dated December 11, 2016 (the “▇▇▇▇ Approval”), (ii) adoption of this Agreement and approval of the transactions contemplated by this Agreement by the holders of a majority of the voting power of the Class A Common Shares and the Series A Preferred Shares (on an “as converted basis”) voting together as a single class (the “Transaction Approval”) and (iii) consent or approval by the holders representing at least sixty (60%) percent of the Series A Preferred Shares, voting separately as a class, to effect the Preferred Conversion (the “Conversion Approval” and together with the ▇▇▇▇ Approval and the Transaction Approval, the “Company Stockholder Approval”), are the only approvals of the holders of any of the Company’s capital stock necessary in connection with the consummation of the First Merger. The execution and delivery of this Agreement by to Parent and the Company and by each Company Key Stockholder of the performance written consent contemplated by Section 1 of its obligations hereunder have been duly and validly authorized by the Board of Directors each Company Support Agreement will constitute receipt of the Company andStockholder Approval, other than including the approval ▇▇▇▇ Approval, the Transaction Approval and adoption of this Agreement by the requisite vote of the Company's stockholders, no other corporate proceedings on the part of the Conversion Approval. (b) The Company are necessary, and this Agreement has been duly executed and delivered by the Company this Agreement and (each other Transaction Agreement as to which it is a party, and, assuming the valid due authorization, execution and delivery of this Agreement by the Parent and the Purchaser) other Transaction Agreements by each of the other parties hereto and thereto, each of this Agreement and each other Transaction Agreement constitutes a valid and binding obligation agreement of the Company enforceable against it in accordance with its termsCompany, except as such enforceability may be limited by (i) subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other and similar laws, now or hereafter in effect, relating to or limiting Applicable Laws affecting creditors' ’ rights generally and (ii) subject, as to enforceability, to general principles of equity (whether considered in an action in equity or at law) which provide, among other things, that the remedy of specific performance and injunctive and other forms of equity relief are subject to equitable defenses and the discretion of the court before which any proceedings therefor may be brought. (b) The Board of Directors of the Company has duly and validly approved and taken all corporate action required to be taken by the Board of Directors for the approval and confirmation of the transactions contemplated by this Agreement and the Tender Agreements, including, without limitation, all actions necessary to render the provisions of Section 203 of the Delaware Law inapplicable to transactions contemplated by this Agreement or the Tender Agreements. No Oklahoma takeover statute or similar statute or regulation applies or purports to apply to the Parentcollectively, the Purchaser, the Merger, this Agreement, the Tender Agreements or any of the transactions contemplated by this Agreement or the Tender Agreements in connection with the transactions contemplated by this Agreement or the Tender Agreements“Remedies Exception”). (c) The Board of Directors At a meeting duly called and held on or prior to the date hereof, the members of the Company has duly and validly approved and taken all corporate actions required to be taken by the Board of Directors for the approval of the amendments to the Amended and Restated Certificate of Incorporation of the Company (which amendments are attached as Exhibit B hereto) (the "Charter Amendment"). The stockholders of the Company have duly and validly approved the Charter Amendment. Subject to unanimously: (i) determined that this Agreement, the provisions of other Transaction Agreements and the Exchange Act relating to transactions contemplated hereby and thereby are fair to, advisable and in the distribution of an information statement to the stockholders best interests of the Company and the Company Stockholders; (ii) approved, adopted and declared advisable this Agreement, the filing of Transaction Agreements and the transactions contemplated hereby and thereby; (iii) directed that this Agreement be submitted to a certificate of amendment ("Certificate of Amendment") with the Secretary of State vote or written action of the State Company Stockholders; and (iv) recommended to the Company Stockholders approval of Delaware, no further action is required to make effective the Charter Amendment. The execution and delivery each of the Tender Agreements, matters requiring the tender of shares of Common Stock pursuant to the Offer and the grant of the options contemplated by the Tender Agreements do not conflict with Article Fifth of the Amended and Restated Certificate of Incorporation of the Company, and upon the effectiveness of the Charter Amendment neither the purchase of shares of Common Stock pursuant to the Offer nor the exercise of any such options under the Tender Agreement will violate the Amended and Restated Certificate of Incorporation of the CompanyCompany Stockholder Approval.

Authorization. (a) The Company Seller has all necessary the corporate power and authority to enter into execute and deliver this Agreement and will at the Closing have taken all necessary corporate action, including stockholder consent Ancillary Agreements (to which it is a party) and consummate or approval (if necessary), cause to consummate be consummated the transactions contemplated hereby and to perform its obligations hereunderthereby. The execution and delivery of this Agreement by the Company and the performance Ancillary Agreements (to which Seller is a party) by Seller and the consummation of its obligations hereunder the transactions contemplated hereby and thereby have been duly and validly authorized by the Board of Directors of Seller and no other corporate proceedings including, without limitation, a vote of Seller’s stockholders, on the Company andpart of Seller is necessary to authorize the execution, delivery and performance of this Agreement, the Ancillary Agreements (to which it is a party) or the consummation of the transactions contemplated hereby and thereby. This Agreement and the Ancillary Agreements (to which Seller is a party) have been duly executed and delivered by Seller and constitute, and when executed and delivered, each of the other than agreements, documents and instruments to be executed and delivered by Seller pursuant hereto will constitute, a valid and binding agreement of Seller enforceable against Seller in accordance with their respective terms. (b) Each other member of the approval Seller Group has, or will have prior to the Closing, the corporate power and adoption authority to execute and deliver the Ancillary Agreements and/or other documents and instruments required to be delivered by such party at the Closing pursuant to the terms of this Agreement (the “Required Documents”) and consummate or cause to be consummated the transactions contemplated hereby and thereby. The execution and delivery of the Required Documents by each member of the Seller Group (other than Seller) has been, or will be prior to the Closing, duly and validly authorized by the Board of Directors of such member and has been, or will be prior to the Closing, approved by requisite vote votes of the Company's stockholdersstockholders of such member, as necessary, and no other corporate proceedings on the part of the Company are necessarymembers of the Seller Group (other than Seller) will be necessary as of the Closing to authorize the execution, delivery and this Agreement has been performance of any of the Required Documents or the consummation of the transactions contemplated hereby and thereby. The Required Documents will be duly executed and delivered at the Closing by each member of the Company Seller Group, and (assuming the valid authorizationwhen executed and delivered, execution and delivery of this Agreement by the Parent and the Purchaser) constitutes a will constitute, valid and binding obligation agreements or obligations of the Company such member enforceable against it such member, as applicable, in accordance with its their respective terms, except as such enforceability may be limited by (i) bankruptcy, insolvency, reorganization, moratorium or other similar laws, now or hereafter in effect, relating to or limiting creditors' rights generally and (ii) general principles of equity (whether considered in an action in equity or at law) which provide, among other things, that the remedy of specific performance and injunctive and other forms of equity relief are subject to equitable defenses and the discretion of the court before which any proceedings therefor may be brought. (b) The Board of Directors of the Company has duly and validly approved and taken all corporate action required to be taken by the Board of Directors for the approval and confirmation of the transactions contemplated by this Agreement and the Tender Agreements, including, without limitation, all actions necessary to render the provisions of Section 203 of the Delaware Law inapplicable to transactions contemplated by this Agreement or the Tender Agreements. No Oklahoma takeover statute or similar statute or regulation applies or purports to apply to the Parent, the Purchaser, the Merger, this Agreement, the Tender Agreements or any of the transactions contemplated by this Agreement or the Tender Agreements in connection with the transactions contemplated by this Agreement or the Tender Agreements. (c) The Board of Directors of the Company has duly and validly approved and taken all corporate actions required to be taken by the Board of Directors for the approval of the amendments to the Amended and Restated Certificate of Incorporation of the Company (which amendments are attached as Exhibit B hereto) (the "Charter Amendment"). The stockholders of the Company have duly and validly approved the Charter Amendment. Subject to (i) the provisions of the Exchange Act relating to the distribution of an information statement to the stockholders of the Company and (ii) the filing of a certificate of amendment ("Certificate of Amendment") with the Secretary of State of the State of Delaware, no further action is required to make effective the Charter Amendment. The execution and delivery of the Tender Agreements, the tender of shares of Common Stock pursuant to the Offer and the grant of the options contemplated by the Tender Agreements do not conflict with Article Fifth of the Amended and Restated Certificate of Incorporation of the Company, and upon the effectiveness of the Charter Amendment neither the purchase of shares of Common Stock pursuant to the Offer nor the exercise of any such options under the Tender Agreement will violate the Amended and Restated Certificate of Incorporation of the Company.

Authorization. (a) The Company has all necessary requisite corporate power and authority to enter into execute and deliver this Agreement and will at and, subject in the Closing have taken all necessary corporate action, including stockholder consent or approval (if necessary)case of the Merger to obtaining the Requisite Shareholder Approval, to consummate the transactions contemplated hereby and to perform its obligations hereunder. The Assuming that the representations of Parent, Merger Sub and Merger Sub LLC set forth in Section 4.11 are accurate, the execution and delivery of this Agreement by the Company and the performance consummation by the Company of its obligations hereunder the transactions contemplated hereby (including the Merger) have been duly and validly authorized by all necessary corporate action on the Board of Directors part of the Company and, other than the approval and adoption of this Agreement by the requisite vote of the Company's stockholders, no other additional corporate proceedings on the part of the Company are necessarynecessary to authorize this Agreement or to consummate the transactions contemplated hereby (including the Merger), and this other than in the case of the Merger obtaining the Requisite Shareholder Approval. This Agreement has been duly executed and delivered by the Company and (and, assuming the valid due authorization, execution and delivery of this Agreement by the Parent Parent, Merger Sub and the Purchaser) Merger Sub LLC, constitutes a legal, valid and binding obligation of the Company Company, enforceable against it the Company in accordance with its terms, except as that such enforceability (i) may be limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium or and other similar laws, now Applicable Law affecting or hereafter in effect, relating to or limiting creditors' ’ rights generally and (ii) is subject to general principles of equity (whether considered in an action in equity or at law) which provide, among other things, that the remedy of specific performance and injunctive and other forms of equity relief are subject to equitable defenses and the discretion of the court before which any proceedings therefor may be broughtequity. (b) The Board At a meeting duly called and held prior to the execution of Directors of this Agreement, the Company has duly and validly approved and taken all corporate action required to be taken by the Board of Directors for the approval and confirmation of the transactions contemplated by unanimously (i) determined that this Agreement and the Tender Agreements, including, without limitation, all actions necessary to render the provisions of Section 203 of the Delaware Law inapplicable to transactions contemplated by this Agreement or the Tender Agreements. No Oklahoma takeover statute or similar statute or regulation applies or purports to apply to the Parenthereby, the Purchaser, including the Merger, are advisable, (ii) determined that this Agreement, the Tender Agreements or any of Agreement and the transactions contemplated by hereby, including the Merger, are fair to and in the best interests of the Company and its shareholders, (iii) approved this Agreement or the Tender Agreements in connection with and the transactions contemplated by hereby, including the Merger, and the Voting Agreements, (iv) directed that the adoption of this Agreement or be submitted to a vote of the Tender Agreementsshareholders of the Company at the Company Shareholder Meeting and (v) resolved to recommend that the holders of shares of Company Common Stock adopt this Agreement in accordance with the applicable provisions of California Law. (c) The Board Assuming that the representations of Directors Parent, Merger Sub and Merger Sub LLC set forth in Section 4.11 are accurate, the affirmative vote of the Company has duly and validly approved and taken all corporate actions required to be taken by the Board holders of Directors for the approval a majority of the amendments outstanding shares of Company Common Stock voting to adopt this Agreement (the Amended and Restated Certificate of Incorporation “Requisite Shareholder Approval”) is the only vote of the holders of any class or series of Company Capital Stock necessary (which amendments are attached as Exhibit B heretounder Applicable Law or otherwise) (to consummate the "Charter Amendment"). The stockholders of the Company have duly and validly approved the Charter Amendment. Subject to (i) the provisions of the Exchange Act relating to the distribution of an information statement to the stockholders of the Company and (ii) the filing of a certificate of amendment ("Certificate of Amendment") with the Secretary of State of the State of Delaware, no further action is required to make effective the Charter Amendment. The execution and delivery of the Tender Agreements, the tender of shares of Common Stock pursuant to the Offer Merger and the grant of the options other transactions contemplated by the Tender Agreements do not conflict with Article Fifth of the Amended and Restated Certificate of Incorporation of the Company, and upon the effectiveness of the Charter Amendment neither the purchase of shares of Common Stock pursuant to the Offer nor the exercise of any such options under the Tender Agreement will violate the Amended and Restated Certificate of Incorporation of the Companythis Agreement.

Authorization. (a) The Company has all necessary requisite corporate power and authority to enter into this Agreement and the other agreements referenced herein to which it will at be a party and to carry out its obligations hereunder and thereunder. The execution, delivery and performance of this Agreement and the Closing have taken all necessary corporate action, including stockholder consent or approval (if necessary), other agreements referenced herein to consummate which the Company will be a party and the consummation of the transactions contemplated hereby and to perform its obligations hereunder. The execution and delivery of this Agreement by the Company and the performance of its obligations hereunder thereby have been duly and validly authorized approved by the Board board of Directors directors of the Company. The board of directors of the Company and, other than the approval has unanimously determined and adoption of declared that this Agreement by is advisable and in the requisite vote of the Company's stockholders, no other corporate proceedings on the part best interests of the Company are necessaryand its stockholders and has directed that this Agreement be submitted to the Company’s stockholders for adoption at a duly held meeting of such stockholders and has adopted a resolution to the foregoing effect. This Agreement has been, and this Agreement has been the other agreements referenced herein to which the Company will be a party, when executed, will be, duly and validly executed and delivered by the Company and (and, assuming the valid due authorization, execution and delivery of this Agreement by the Parent Park Sterling, is and the Purchaser) constitutes will be a valid and binding obligation of the Company enforceable against it the Company in accordance with its terms, terms (except as such enforceability enforcement may be limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium or other moratorium, fraudulent transfer and similar laws, now or hereafter in effect, Laws of general applicability relating to or limiting affecting creditors' ’ rights generally or by general equity principles (the “Bankruptcy and (ii) general principles Equity Exception”)). No other corporate proceedings are necessary for the execution and delivery by the Company of equity (whether considered in an action in equity or at law) which provide, among other things, that the remedy of specific performance and injunctive and other forms of equity relief are subject to equitable defenses this Agreement and the discretion other agreements referenced herein to which it will be a party, the performance by it of its obligations hereunder and thereunder or the consummation by it of the court before which any proceedings therefor may be broughttransactions contemplated hereby and thereby, including the plan of merger contained in this Agreement, other than receipt of the affirmative vote of the holders of a majority of the outstanding Company Common Stock entitled to vote to adopt this Agreement at a stockholders’ meeting duly called and held for such purpose (the “Company Stockholder Approval”). (b) The Board of Directors of Neither the execution and delivery by the Company has duly and validly approved and taken all corporate action required to be taken by of this Agreement, nor the Board of Directors for the approval and confirmation consummation of the transactions contemplated hereby, nor compliance by this Agreement and the Tender Agreements, including, without limitation, all actions necessary to render Company with any of the provisions hereof, will (i) violate, conflict with, or result in a breach of Section 203 any provision of, or constitute a default (or an event that, with notice or lapse of time or both, would constitute a default) under, or result in the termination of, or result in the loss of any benefit or creation of any right on the part of any third party under, or accelerate the performance required by, or result in a right of termination or acceleration of, or result in the creation of any Liens upon any of the Delaware Law inapplicable to transactions contemplated by this Agreement material properties or assets of the Tender Agreements. No Oklahoma takeover statute or similar statute or regulation applies or purports to apply to the Parent, the Purchaser, the Merger, this Agreement, the Tender Agreements Company or any of its Subsidiaries under any of the transactions contemplated by this Agreement terms, conditions or provisions of (A) its Charter or bylaws (or similar governing documents) or the Tender Agreements in connection with the transactions contemplated by this Agreement certificate of incorporation, charter, bylaws or the Tender Agreements. (c) The Board other governing instrument of Directors any Subsidiary of the Company has duly and validly approved and taken all corporate actions required to be taken by the Board of Directors for the approval of the amendments to the Amended and Restated Certificate of Incorporation or (B) except as set forth in Section 3.4(b) of the Company (Disclosure Schedule, any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which amendments are attached as Exhibit B hereto) (the "Charter Amendment"). The stockholders of the Company have duly or any of its Subsidiaries is a party or by which it may be bound, including the trust preferred securities issued by Provident Community Bancshares Capital Trust I and validly approved Provident Community Bancshares Capital Trust II or the Charter Amendment. Subject to (i) the provisions of the Exchange Act relating to the distribution of an information statement to the stockholders of the Company and related indentures or (ii) assuming the filing of a certificate of amendment ("Certificate of Amendment") with the Secretary of State of the State of Delawareconsents referred to in Section 3.5 are duly obtained, no further action is required to make effective the Charter Amendment. The execution and delivery of the Tender Agreements, the tender of shares of Common Stock pursuant violate any Law applicable to the Offer and the grant Company or any of the options contemplated by the Tender Agreements do not conflict with Article Fifth its Subsidiaries or any of the Amended and Restated Certificate of Incorporation of the Company, and upon the effectiveness of the Charter Amendment neither the purchase of shares of Common Stock pursuant to the Offer nor the exercise of any such options under the Tender Agreement will violate the Amended and Restated Certificate of Incorporation of the Companytheir respective properties or assets.

Authorization. (a) The Company Each of Parent, Merger Sub and Merger LLC has all necessary corporate requisite corporate, limited liability company or other power and authority to enter into this Agreement execute and will at deliver the Closing have taken all necessary corporate actionTransaction Documents to which it is a party, including stockholder consent or approval (if necessary), to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and to perform its obligations hereunder. The execution and delivery thereby, subject, in the case of this Agreement by the Company Stock Issuance and the Merger, to the receipt of the Parent Stockholder Approval and the Parent Disinterested Stockholder Approval and the effectiveness of the Merger Sub Stockholder Consent. Assuming the accuracy of the representations in Section 3.19, the execution, delivery and performance of its obligations hereunder the Transaction Documents to which any of Parent, Merger Sub and Merger LLC is a party, and the consummation by Parent, Merger Sub and Merger LLC of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate or other action on the Board part of Directors of the Company andParent, other than the approval Merger Sub and adoption of this Agreement by the requisite vote of the Company's stockholdersMerger LLC, and no other corporate or other proceedings on the part of Parent, Merger Sub and Merger LLC are necessary to authorize the Company are necessaryexecution and delivery of the Transaction Documents to which any of Parent, Merger Sub and Merger LLC is a party or the consummation of the transactions contemplated hereby and thereby, other than, with respect to the Stock Issuance and the Merger: (i) the Parent Requisite Approvals and (ii) the effectiveness of the Merger Sub Stockholder Consent. Merger LLC has taken all action as is necessary or advisable to authorize the Upstream Merger in accordance with Merger LLC’s governing documents and Section 267 of the DGCL and Section 18-209(i) of the DLLCA, and this such authorization is and shall be the only limited liability company authorization of Merger LLC necessary to authorize the Upstream Merger. This Agreement has been duly and validly executed and delivered by the Company Parent, Merger Sub and (Merger LLC and, assuming the valid authorization, due execution and delivery of this Agreement by the Parent and Company, constitutes the Purchaser) constitutes a valid and binding obligation of the Company Parent, Merger Sub and Merger LLC, enforceable against it Parent, Merger Sub and Merger LLC in accordance with its terms, except as such enforceability may be limited by (i) subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, rehabilitation, liquidation, preferential transfer, moratorium or other and similar laws, Laws now or hereafter in effect, relating to or limiting affecting creditors' ’ rights generally and (ii) subject, as to enforceability, to general principles of equity (regardless of whether considered enforcement is sought in an action in a proceeding at equity or at law) which provide, among other things, that the remedy of specific performance and injunctive and other forms of equity relief are subject to equitable defenses and the discretion of the court before which any proceedings therefor may be brought). (b) The Board of Directors of Parent Special Committee has unanimously (i) determined that the Company has duly Transaction Documents to which Parent is a party and validly approved and taken all corporate action required to be taken by the Board of Directors for the approval and confirmation of the transactions contemplated by this Agreement hereby and thereby, including the Certificate of Designations and the Tender AgreementsMerger, includingare advisable and fair to, without limitationand in the best interests of, all actions necessary to render Parent and the provisions Parent Stockholders (including the Parent Disinterested Stockholders) and (ii) recommended that the Parent Board approve (including for purposes of Section 203 of the Delaware Law inapplicable DGCL) and declare advisable the Transaction Documents to which Parent is a party and the transactions contemplated by this Agreement or hereby and thereby, including the Tender Agreements. No Oklahoma takeover statute or similar statute or regulation applies or purports to apply to the Parent, the Purchaser, Certificate of Designations and the Merger, and direct that the Stock Issuance and this Agreement and the transactions contemplated hereby, including the Merger, be submitted to the Parent Stockholders for approval and resolve to recommend that the Parent Stockholders approve the Stock Issuance and this Agreement and the transactions contemplated hereby, including the Merger (such recommendation, the “Parent Special Committee Recommendation”). As of the date of this Agreement, the Tender Agreements foregoing determinations and resolutions have not been rescinded, modified or any of the transactions contemplated by this Agreement or the Tender Agreements in connection with the transactions contemplated by this Agreement or the Tender Agreementswithdrawn. (c) The Board Parent Board, including at least a majority of (a) the Unaffiliated Directors (as defined in the Parent Charter and the Stockholders Agreement) and (b) the directors designated by A/N pursuant to the Stockholders Agreement, upon the unanimous recommendation of the Company Parent Special Committee, has duly unanimously (i) determined that the Transaction Documents to which Parent is a party and validly the transactions contemplated hereby and thereby, including the Certificate of Designations and the Merger and including the consideration to be paid in connection therewith, are advisable and fair to, and in the best interests of, Parent and the Parent Stockholders (including the Parent Disinterested Stockholders), (ii) approved (including for purposes of Section 203 of the DGCL) and declared advisable the Transaction Documents to which Parent is a party and the transactions contemplated hereby and thereby, including the Certificate of Designations and the Merger, (iii) directed that the Stock Issuance and this Agreement and the transactions contemplated hereby, including the Merger, be submitted to the Parent Stockholders for approval, and (iv) resolved to recommend that the Parent Stockholders approve the Stock Issuance and this Agreement and the transactions contemplated hereby (such recommendation, the “Parent Board Recommendation”). As of the date of this Agreement, the foregoing determinations and resolutions have not been rescinded, modified or withdrawn. (d) The Merger Sub Board has unanimously (i) determined that this Agreement and the transactions contemplated hereby, including the Merger, are advisable and fair to, and in the best interests of, Merger Sub and its sole stockholder, (ii) approved and declared advisable this Agreement and the transactions contemplated hereby, including the Merger, (iii) recommended that the sole stockholder of Merger Sub approve the adoption of this Agreement and (iv) directed that this Agreement be submitted to the sole stockholder of Merger Sub for adoption. As of the date of this Agreement, the foregoing determinations and resolutions have not been rescinded, modified or withdrawn. Prior to the execution of this Agreement, Merger LLC, as sole stockholder of Merger Sub, duly executed and delivered to Merger Sub a written consent, such consent to be effective immediately following the execution and delivery of this Agreement, approving this Agreement and the transactions contemplated hereby, including the Merger, pursuant to Section 228 of the DGCL (the “Merger Sub Stockholder Consent”). Parent has delivered to the Company a copy of the Merger Sub Stockholder Consent, which is currently in effect and has not been rescinded, modified or withdrawn. (e) The sole member of Merger LLC has (i) determined that this Agreement and the transactions contemplated hereby are advisable and fair to, and in the best interests of, Merger LLC and its sole member, (ii) approved and declared advisable this Agreement and the transactions contemplated hereby and (iii) taken all corporate actions required action as is necessary or advisable to be taken by cause Merger LLC to authorize the Board Upstream Merger in accordance with Merger LLC’s governing documents, Section 267 of Directors for the DGCL and Section 18-209 of the DLLCA. As of the date of this Agreement, the foregoing determinations and resolutions have not been rescinded, modified or withdrawn. (f) Assuming the accuracy of the representations in Section 3.19, the only votes of the holders of any class or series of Parent Capital Stock necessary to adopt the Transaction Documents and to consummate the transactions contemplated hereby and thereby are: (i) the approval of the amendments to Stock Issuance by the Amended and Restated Certificate affirmative vote of Incorporation a majority of the Company (which amendments are attached as Exhibit B hereto) votes cast by the holders of Parent Capital Stock at the Parent Stockholders Meeting (the "Charter Amendment"“Parent Stockholder Approval”). The stockholders of the Company have duly and validly approved the Charter Amendment. Subject to (i) the provisions of the Exchange Act relating to the distribution of an information statement to the stockholders of the Company , and (ii) the filing approval of this Agreement and the transactions contemplated hereby, including the Merger, by the affirmative vote of holders of a certificate of amendment ("Certificate of Amendment") with the Secretary of State majority of the State of Delaware, no further action is required to make effective the Charter Amendment. The execution and delivery aggregate voting power of the Tender Agreementsoutstanding shares of Parent Capital Stock entitled to vote thereon (other than any outstanding shares of Parent Capital Stock beneficially owned, directly or indirectly, by (A) the Company and its Affiliates, (B) the ▇▇▇▇▇▇ Group, the tender ▇▇▇▇▇▇ Group and their respective Affiliates, (C) A/N and its Affiliates, (D) the members of shares the Company Board and Company Section 16 Officers, (E) the members of Common Stock pursuant to the Offer Parent Board and the grant Parent Section 16 Officers or (F) the immediate family members (as defined in Item 404 of Regulation S-K) of any of the options contemplated by foregoing), voting together as a single class (the Tender Agreements do not conflict with Article Fifth “Parent Disinterested Stockholder Approval” and the holders of Parent Capital Stock entitled to vote on the Amended and Restated Certificate of Incorporation of Parent Disinterested Stockholder Approval, the Company, and upon the effectiveness of the Charter Amendment neither the purchase of shares of Common Stock pursuant to the Offer nor the exercise of any such options under the Tender Agreement will violate the Amended and Restated Certificate of Incorporation of the Company“Parent Disinterested Stockholders”).

Authorization. (ai) The Company has all necessary corporate power and authority to enter into execute and deliver this Agreement and will at the Closing have taken all necessary corporate actionAncillary Agreements to which it is a party, including stockholder consent or approval (if necessary), to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and to perform its obligations hereunderthereby. The execution Board of Directors of the Company, at a meeting duly called and delivery held on the date hereof at which all directors of the Company were present, duly and unanimously adopted resolutions (A) adopting and declaring advisable this Agreement, the Ancillary Agreements to which the Company is a party and the Merger and other transactions contemplated hereby and thereby on the terms and subject to the conditions set forth herein and therein; (B) taking all actions necessary or advisable to ensure that this Agreement and the Merger and the other transactions contemplated hereby satisfy the requirements of the Existing Stockholders’ Agreement; (C) declaring that it is in the best interests of the stockholders of the Company that the Company enter into this Agreement and the Ancillary Agreements and consummate the Merger and the other transactions contemplated hereby and thereby on the terms and subject to the conditions set forth herein and therein; (D) directing that the adoption of this Agreement be submitted to a vote at a meeting of stockholders of the Company; (E) recommending that the stockholders of the Company adopt this Agreement; and (F) taking all actions necessary or advisable to ensure that this Agreement and the Ancillary Agreements and the transactions contemplated hereby and thereby will not cause to be applicable to the Company or Parent any “fair price,” “moratorium,” “control share acquisition” or other similar anti-takeover statute or regulation enacted under state or federal Laws including to ensure that Section 203 of the DGCL does not apply to this Agreement, the Merger and the other transactions contemplated hereby. (ii) The Company’s execution, delivery and performance of this Agreement and the Ancillary Agreements to which it is a party and the consummation by the Company of the transactions contemplated hereby and the performance of its obligations hereunder thereby have been duly and validly authorized by the Board of Directors of the Company andall necessary corporate action, other than the approval and adoption of this Agreement by the requisite vote of the Company's stockholders, no other corporate proceedings on the part of the Company are necessaryor vote of holders of any class or series of capital stock of the Company is necessary to authorize this Agreement or the Ancillary Agreements to which it is a party or to consummate the transactions contemplated hereby and thereby, and other than the adoption of this Agreement by an affirmative vote of a majority of the outstanding shares of Company Common Stock entitled to vote thereon at the Company Stockholders Meeting or any adjournment or postponement thereof (“Company Stockholder Approval”). This Agreement has been duly executed and delivered by the Company and (assuming the valid due authorization, execution and delivery of this by Parent and Merger Sub) constitutes, and each Ancillary Agreement to which the Company is a party, when executed and delivered by the Parent Company (assuming due authorization, execution and delivery by the Purchaser) constitutes other parties thereto), will constitute, a valid and binding obligation of the Company Company, enforceable against it the Company in accordance with its terms, except as such enforceability may be limited by (i) bankruptcy, insolvency, reorganization, moratorium or and other similar laws, now or hereafter in effect, Laws relating to or limiting affecting creditors' ’ rights generally and or by general equitable principles (ii) general principles regardless of equity (whether such enforceability is considered in an action a proceeding in equity or at law) which provide, among other things, that the remedy of specific performance and injunctive and other forms of equity relief are subject to equitable defenses and the discretion of the court before which any proceedings therefor may be broughtLaw). (b) The Board of Directors of the Company has duly and validly approved and taken all corporate action required to be taken by the Board of Directors for the approval and confirmation of the transactions contemplated by this Agreement and the Tender Agreements, including, without limitation, all actions necessary to render the provisions of Section 203 of the Delaware Law inapplicable to transactions contemplated by this Agreement or the Tender Agreements. No Oklahoma takeover statute or similar statute or regulation applies or purports to apply to the Parent, the Purchaser, the Merger, this Agreement, the Tender Agreements or any of the transactions contemplated by this Agreement or the Tender Agreements in connection with the transactions contemplated by this Agreement or the Tender Agreements. (c) The Board of Directors of the Company has duly and validly approved and taken all corporate actions required to be taken by the Board of Directors for the approval of the amendments to the Amended and Restated Certificate of Incorporation of the Company (which amendments are attached as Exhibit B hereto) (the "Charter Amendment"). The stockholders of the Company have duly and validly approved the Charter Amendment. Subject to (i) the provisions of the Exchange Act relating to the distribution of an information statement to the stockholders of the Company and (ii) the filing of a certificate of amendment ("Certificate of Amendment") with the Secretary of State of the State of Delaware, no further action is required to make effective the Charter Amendment. The execution and delivery of the Tender Agreements, the tender of shares of Common Stock pursuant to the Offer and the grant of the options contemplated by the Tender Agreements do not conflict with Article Fifth of the Amended and Restated Certificate of Incorporation of the Company, and upon the effectiveness of the Charter Amendment neither the purchase of shares of Common Stock pursuant to the Offer nor the exercise of any such options under the Tender Agreement will violate the Amended and Restated Certificate of Incorporation of the Company.

Authorization. (a) The Company Seller has all necessary corporate the requisite limited partnership power and authority authority, and has taken all limited partnership action necessary to enter into execute and deliver this Agreement and will at the Closing have taken all necessary corporate actionother documents to be executed and delivered by Seller as contemplated hereby, including stockholder consent or approval (if necessary), to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and to perform its obligations hereunderthereby. The execution execution, delivery and delivery performance by Seller of this Agreement and the consummation by Seller of the Company and transactions contemplated hereby and, to the extent applicable, the performance of its obligations hereunder have been duly authorized and validly authorized approved by the Board of Directors of the Company and, other than the approval and adoption of this Agreement by the requisite vote of the Company's stockholders, no other corporate proceedings all necessary limited partnership action on the part of the Company are necessary, and this Seller. This Agreement has been duly executed and delivered by the Company and (assuming the valid authorization, execution and delivery of Seller. Assuming that this Agreement by the Parent and the Purchaser) constitutes a valid and binding obligation obligations of the Company Purchaser, this Agreement constitutes valid and binding obligations of Seller, enforceable against it Seller in accordance with its termsthe terms hereof, except as to the extent that such enforceability enforcement may be limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws, now or hereafter in effect, relating to or limiting Applicable Laws affecting the enforcement of creditors' ’ rights generally and (ii) by general principles of equity (equitable principles, whether considered in an action a Proceeding in equity or at law) which providelaw (collectively, among other things, that the remedy of specific performance and injunctive and other forms of equity relief are subject to equitable defenses and the discretion of the court before which any proceedings therefor may be brought“Creditor’s Rights”). (b) The Board execution, delivery and performance by Seller of Directors this Agreement or any other agreement contemplated hereunder or the consummation by Seller of the Company has duly transactions contemplated hereby or thereby does not or will not, after the giving of notice, or the lapse of time, or otherwise, (i) conflict with any of the provisions of the Organizational Documents of Seller, (ii) conflict with or result in a breach of, or constitute a default under any Contract to which Seller is a party or by which Seller or any of its properties or assets are bound, (iii) contravene any Applicable Law, or (iv) violate any applicable right of first offer or right of first refusal to which Seller is a party, except in the case of clauses (ii) and validly approved and taken all corporate action required (iii) above, for such conflicts, breaches, defaults, consents, approvals, authorizations, declarations, filings or notices which would not reasonably be expected to be taken by the Board of Directors for the approval and confirmation of prevent, materially delay or materially impair Seller’s ability to consummate the transactions contemplated by this Agreement and the Tender Agreements, including, without limitation, all actions necessary to render the provisions of Section 203 of the Delaware Law inapplicable to transactions contemplated by this Agreement or the Tender Agreements. No Oklahoma takeover statute or similar statute or regulation applies or purports to apply to the Parent, the Purchaser, the Merger, this Agreement, the Tender Agreements or any of the transactions contemplated by this Agreement or the Tender Agreements in connection with the transactions contemplated by this Agreement or the Tender Agreements. (c) The Board of Directors of the Company has duly and validly approved and taken all corporate actions required to be taken by the Board of Directors for the approval of the amendments to the Amended and Restated Certificate of Incorporation of the Company (which amendments are attached as Exhibit B hereto) (the "Charter Amendment"). The stockholders of the Company have duly and validly approved the Charter Amendment. Subject to (i) the provisions of the Exchange Act relating to the distribution of an information statement to the stockholders of the Company and (ii) the filing of a certificate of amendment ("Certificate of Amendment") with the Secretary of State of the State of Delaware, no further action is required to make effective the Charter Amendment. The execution and delivery of the Tender Agreements, the tender of shares of Common Stock pursuant to the Offer and the grant of the options contemplated by the Tender Agreements do not conflict with Article Fifth of the Amended and Restated Certificate of Incorporation of the Company, and upon the effectiveness of the Charter Amendment neither the purchase of shares of Common Stock pursuant to the Offer nor the exercise of any such options under the Tender Agreement will violate the Amended and Restated Certificate of Incorporation of the Company.

Authorization. (a) The Company has all necessary the corporate power and authority to enter into this Agreement and will at the Closing have taken all necessary corporate actionother Transaction Documents and to carry out its obligations hereunder and thereunder. The execution, including stockholder consent or approval (if necessary), to consummate delivery and performance of this Agreement and the other Transaction Documents by the Company and the consummation of the transactions contemplated hereby and to perform its obligations hereunder. The execution and delivery of this Agreement by the Company and the performance of its obligations hereunder thereby have been duly and validly authorized by the Board board of Directors directors of the Company and(the “Company Board”), other than the approval and adoption of this Agreement including all approvals required by the requisite vote Section 203 of the Company's stockholdersDelaware General Corporation Law. This Agreement has been, no other corporate proceedings on the part and (as of the Company are necessaryClosing) the other Transaction Documents will be, duly and this Agreement has been duly validly executed and delivered by the Company and (and, assuming the valid due authorization, execution and delivery of by the Purchaser, this Agreement by is, and (as of the Parent and Closing) each of the Purchaser) constitutes other Transaction Documents will be, a valid and binding obligation of the Company enforceable against it the Company in accordance with its terms, terms (except as such enforceability enforcement may be limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium or other moratorium, fraudulent transfer and similar laws, now or hereafter in effect, laws of general applicability relating to or limiting affecting creditors' ’ rights generally or by general equity principles). No other corporate proceedings are necessary for the execution and delivery by the Company of this Agreement or the other Transaction Documents, and no other corporate proceedings (iiexcept to the extent set forth in the other Transaction Documents and except for the adoption of Company Board resolutions appointing the Purchaser Designees at Closing) general principles are necessary for the performance by the Company of equity (whether considered in an action in equity its obligations hereunder or at law) which provide, among other things, that thereunder or the remedy of specific performance and injunctive and other forms of equity relief are subject to equitable defenses and the discretion consummation by it of the court before which any proceedings therefor may be broughttransactions contemplated hereby or thereby. (b) The Board of Directors of Neither the execution and delivery by the Company has duly and validly approved and taken all corporate action required to be taken by of this Agreement or the Board of Directors for other Transaction Documents, nor the approval and confirmation consummation of the transactions contemplated hereby or thereby, nor compliance by this Agreement and the Tender Agreements, including, without limitation, all actions necessary to render Company with any of the provisions hereof or thereof, will (i) violate, conflict with, or result in a breach of Section 203 any provision of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination of, or accelerate the performance required by, or result in a right of termination or acceleration of, or result in the creation of any Lien upon any of the Delaware Law inapplicable to transactions contemplated by this Agreement material properties or assets of any Company Group Member under any of the terms, conditions or provisions of (x) the Certificate of Incorporation, the Certificate of Designations, the Bylaws or the Tender Agreements. No Oklahoma takeover statute certificate of incorporation, charter, articles of association, bylaws or similar statute other governing instrument of any Company Subsidiary or regulation applies (y) any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or purports other instrument or obligation to apply which any Company Group Member is a party or by which it may be bound, or to the Parent, the Purchaser, the Merger, this Agreement, the Tender Agreements which any Company Group Member or any of the properties or assets of any Company Group Member may be subject, or (ii) violate any law, statute, ordinance, rule, regulation, permit, franchise or any judgment, ruling, order, writ, injunction or decree applicable to any Company Group Member or any of its respective properties or assets, except in the case of clauses (i)(y) and (ii), for such violations, conflicts and breaches as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. (c) Other than the securities or blue sky laws of the various states and approval or expiration of applicable waiting periods under the HSR Act, no notice to, registration, declaration or filing with, exemption or review by, or authorization, order, consent or approval of any Governmental Entity, nor expiration or termination of any statutory waiting period, is necessary for the consummation by the Company of the transactions contemplated by this Agreement or the Tender Agreements in connection with the transactions contemplated by this Agreement or the Tender Agreementsother Transaction Documents. (c) The Board of Directors of the Company has duly and validly approved and taken all corporate actions required to be taken by the Board of Directors for the approval of the amendments to the Amended and Restated Certificate of Incorporation of the Company (which amendments are attached as Exhibit B hereto) (the "Charter Amendment"). The stockholders of the Company have duly and validly approved the Charter Amendment. Subject to (i) the provisions of the Exchange Act relating to the distribution of an information statement to the stockholders of the Company and (ii) the filing of a certificate of amendment ("Certificate of Amendment") with the Secretary of State of the State of Delaware, no further action is required to make effective the Charter Amendment. The execution and delivery of the Tender Agreements, the tender of shares of Common Stock pursuant to the Offer and the grant of the options contemplated by the Tender Agreements do not conflict with Article Fifth of the Amended and Restated Certificate of Incorporation of the Company, and upon the effectiveness of the Charter Amendment neither the purchase of shares of Common Stock pursuant to the Offer nor the exercise of any such options under the Tender Agreement will violate the Amended and Restated Certificate of Incorporation of the Company.

Authorization. (a) The Company Buyer has all necessary corporate requisite limited liability company power and authority to enter into this Agreement Agreement, and will at the Closing have taken all necessary corporate action, including stockholder consent or approval (if necessary)other documents required hereunder to be executed and delivered by Buyer, to consummate carry out the transactions contemplated hereby and thereby and to perform its obligations hereunderacquire and own the Company Interests. The execution and delivery of this Agreement Agreement, and all other documents required hereunder to be executed and delivered by the Company Buyer, and the performance of its obligations hereunder the transactions contemplated hereby and thereby have been duly and validly authorized by the Board such action, corporate or otherwise, necessary on behalf of Directors of the Company and, other than the approval and adoption of this Buyer. This Agreement by the requisite vote of the Company's stockholders, no other corporate proceedings on the part of the Company are necessaryis, and this Agreement has been duly each document required to be executed and delivered by the Company Buyer hereunder, when so executed and (assuming the valid authorizationdelivered by Buyer, execution and delivery of this Agreement by the Parent and the Purchaser) constitutes shall be, a valid and binding obligation agreement of the Company Buyer, enforceable against it Buyer in accordance with its terms, except (a) as such enforceability may be limited by (i) bankruptcy, insolvency, reorganization, moratorium or other similar laws, Laws now or hereafter in effect, effect relating to or limiting creditors' ’ rights generally and (iib) general principles of equity (whether considered in an action in equity or at law) which provide, among other things, that the remedy of specific performance and injunctive and other forms of equity equitable relief are may be subject to equitable defenses and to the discretion of the court before which any proceedings therefor proceeding for the same may be brought. (b) . The Board of Directors of the Company has duly and validly approved and taken all corporate action required to be taken by the Board of Directors for the approval and confirmation of the transactions contemplated by this Agreement and the Tender Agreements, including, without limitation, all actions necessary Operative Documents to render which Buyer is or will be a party have been approved by the provisions of Section 203 conflicts committee (“Conflicts Committee”) of the Delaware Law inapplicable board of directors of American Midstream GP, LLC (the “Buyer Parent GP Board”) and the execution and delivery by Buyer of this Agreement and the Operative Documents to which Buyer is or will be a party, and the consummation of the transactions contemplated hereby and thereby, have been approved by this Agreement the Buyer Parent GP Board, and such approvals have not been amended, repealed, revoked or rescinded and are in full force and effect as of the Tender Agreements. No Oklahoma takeover statute or similar statute or regulation applies or purports date hereof, and no other limited liability company actions are necessary on the part of Buyer to apply to the Parent, the Purchaser, the Merger, approve this Agreement, the Tender Agreements Operative Documents or any of the transactions contemplated by this Agreement hereby or the Tender Agreements in connection with the transactions contemplated by this Agreement or the Tender Agreementsthereby. (c) The Board of Directors of the Company has duly and validly approved and taken all corporate actions required to be taken by the Board of Directors for the approval of the amendments to the Amended and Restated Certificate of Incorporation of the Company (which amendments are attached as Exhibit B hereto) (the "Charter Amendment"). The stockholders of the Company have duly and validly approved the Charter Amendment. Subject to (i) the provisions of the Exchange Act relating to the distribution of an information statement to the stockholders of the Company and (ii) the filing of a certificate of amendment ("Certificate of Amendment") with the Secretary of State of the State of Delaware, no further action is required to make effective the Charter Amendment. The execution and delivery of the Tender Agreements, the tender of shares of Common Stock pursuant to the Offer and the grant of the options contemplated by the Tender Agreements do not conflict with Article Fifth of the Amended and Restated Certificate of Incorporation of the Company, and upon the effectiveness of the Charter Amendment neither the purchase of shares of Common Stock pursuant to the Offer nor the exercise of any such options under the Tender Agreement will violate the Amended and Restated Certificate of Incorporation of the Company.

Authorization. (a) The Company has all necessary requisite corporate power and authority to enter into this Agreement authority, and will at the Closing have has taken all necessary corporate actionaction necessary, including stockholder consent or approval (if necessary)to execute, deliver and perform this Agreement, to consummate the transactions contemplated hereby and to perform its obligations hereunder. The execution and delivery of this Agreement by the Company and the performance consummation by the Company of its obligations hereunder the transactions contemplated hereby have been duly and validly authorized and approved by the Board board of Directors of the Company and, other than the approval and adoption of this Agreement by the requisite vote directors of the Company's stockholders, no . No other corporate proceedings on the part of the Company are necessarynecessary to authorize this Agreement and the transactions contemplated hereby, and this other than the Stockholder Approval. This Agreement has been duly executed and delivered by the Company and (and, assuming the valid due authorization, execution and delivery of this Agreement hereof by the Representatives, Parent and Acquisition Sub, is the Purchaser) constitutes a valid and binding obligation of the Company Company, enforceable against it in accordance with its terms, except as such enforceability enforcement may be limited by (i) bankruptcy, insolvency, reorganization, moratorium or other similar laws, now or hereafter in effect, relating to or limiting creditors' rights generally the General Enforceability Exceptions and (ii) general principles except insofar as the availability of equity (whether considered in an action in equity or at law) which provide, among other things, that the remedy of specific performance and injunctive and other forms of equity relief are subject to equitable defenses and the discretion of the court before which any proceedings therefor remedies may be broughtlimited by applicable law. (b) The Board affirmative vote of Directors the holders of (i) a majority of the outstanding shares of Company Capital Stock (other than shares of Company Non-Voting Common Stock) with each holder of Series A Shares or Series B Shares being entitled to cast the number of votes equal to the number of whole Common Shares into which such Series A Shares or Series B Shares are convertible as of the record date for determining stockholders entitled to vote on the matter, (ii) a majority of the outstanding Series A Shares, and (iii) a majority of the outstanding Series B Shares, are the only votes necessary to be obtained from the holders of any class or series of the capital stock of the Company has duly and validly approved and taken all corporate action required to be taken by the Board of Directors for the approval and confirmation of the transactions contemplated by approve this Agreement and the Tender AgreementsMerger (such affirmative vote, including, without limitation, all actions necessary to render the provisions whether at a meeting of Section 203 stockholders of the Delaware Law inapplicable to transactions contemplated by this Agreement Company, however called, or the Tender Agreements. No Oklahoma takeover statute or similar statute or regulation applies or purports to apply to the Parent, the Purchaser, the Merger, this Agreement, the Tender Agreements or any of the transactions contemplated by this Agreement or the Tender Agreements in connection with any written consent of the transactions contemplated by this Agreement or stockholders of the Tender AgreementsCompany, shall herein be referred to as “Stockholder Approval”). (c) The Board board of Directors of the Company has duly and validly approved and taken all corporate actions required to be taken by the Board of Directors for the approval of the amendments to the Amended and Restated Certificate of Incorporation of the Company (which amendments are attached as Exhibit B hereto) (the "Charter Amendment"). The stockholders of the Company have duly and validly approved the Charter Amendment. Subject to (i) the provisions of the Exchange Act relating to the distribution of an information statement to the stockholders of the Company and (ii) the filing of a certificate of amendment ("Certificate of Amendment") with the Secretary of State of the State of Delaware, no further action is required to make effective the Charter Amendment. The execution and delivery of the Tender Agreements, the tender of shares of Common Stock pursuant to the Offer and the grant of the options contemplated by the Tender Agreements do not conflict with Article Fifth of the Amended and Restated Certificate of Incorporation directors of the Company, at a meeting duly called and upon held, has unanimously duly adopted resolutions (i) determining that this Agreement and the effectiveness transactions contemplated hereby, including the Merger, are advisable and are fair to and in the best interest of the Charter Amendment neither Stockholders, (ii) approving this Agreement and the purchase of shares of Common Stock pursuant to transactions contemplated hereby, including the Offer nor Merger, which approval satisfies in full the exercise of any such options under the Tender Agreement will violate the Amended and Restated Certificate of Incorporation requirements of the DGCL that the Agreement be approved by the Company’s board of directors, and (iii) resolving to recommend approval and adoption of this Agreement by the Stockholders in connection with the Stockholder Consent.

Authorization. (a) The Company and DLQ Parent each has all necessary requisite corporate power and authority to enter into execute and deliver this Agreement and will at the Closing have taken all necessary corporate action, including stockholder consent or approval (if necessary), Additional Agreements to which it is a party and to consummate the transactions contemplated hereby and thereby, in the case of the Merger, subject to perform its obligations hereunderreceipt of the Company Stockholder Approval and the DLQ Parent Stockholder Approval. The execution and delivery by the Company of this Agreement and the Additional Agreements to which it is a party and the consummation by the Company and DLQ Parent of the performance of its obligations hereunder transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action on the Board of Directors part of the Company andor DLQ Parent, as the case may be (other than than, in the approval and adoption of this Agreement by the requisite vote case of the Company's stockholdersMerger, no the receipt of the Company Stockholder Approval or the DLQ Parent Stockholder Approval). No other corporate proceedings on the part of the Company or DLQ Parent are necessary, and necessary to authorize this Agreement has or the Additional Agreements to which it is a party or to consummate the transactions contemplated by this Agreement (other than, in the case of the Merger, the receipt of the Company Stockholder Approval or the DLQ Parent Stockholder Approval) or the Additional Agreements. This Agreement and the Additional Agreements to which the Company or DLQ Parent is a party have been duly executed and delivered by the Company and (or DLQ Parent, as the case may be, and, assuming the valid due authorization, execution and delivery by each of the other parties hereto and thereto, this Agreement by the Parent and the Purchaser) constitutes Additional Agreements to which the Company or DLQ Parent is a party constitute a legal, valid and binding obligation of the Company or DLQ Parent, enforceable against it the Company in accordance with its their respective terms, except as such enforceability may be limited by (i) subject to bankruptcy, insolvency, reorganizationfraudulent transfer, moratorium moratorium, reorganization or other similar laws, now or hereafter in effect, relating to or limiting creditors' Laws affecting the rights of creditors generally and the availability of equitable remedies (ii) general principles of equity (whether considered in an action in equity or at law) which provide, among other things, that the remedy of specific performance and injunctive and other forms of equity relief are subject to equitable defenses and the discretion of the court before which any proceedings therefor may be brought“Enforceability Exceptions”). (b) The By resolutions duly adopted (and not thereafter modified or rescinded) by the requisite vote of the Board of Directors of the Company, the Board of Directors of the Company has duly (i) approved the execution, delivery and validly approved and taken all corporate action required to be taken performance by the Board Company of Directors for this Agreement, the approval Additional Agreements to which it is a party and confirmation the consummation of the transactions contemplated by this Agreement hereby and the Tender Agreementsthereby, including, without limitation, all actions necessary to render the provisions of Section 203 of the Delaware Law inapplicable to transactions contemplated by this Agreement or the Tender Agreements. No Oklahoma takeover statute or similar statute or regulation applies or purports to apply to the Parent, the Purchaser, including the Merger, on the terms and subject to the conditions set forth herein and therein; (ii) determined that this Agreement, the Tender Additional Agreements to which it is a party, and the transactions contemplated hereby and thereby, upon the terms and subject to the conditions set forth herein, are advisable and in the best interests of the Company and the Company Stockholders; (iii) directed that the adoption of this Agreement be submitted to the Company Stockholders for consideration and recommended that all of the Company Stockholders adopt this Agreement. The affirmative vote or written consent of DLQ Parent as the sole stockholder of the Company (the “Company Stockholder Approval”) is the only vote or consent of any of the holders of Company Common Stock necessary to adopt this Agreement and approve the Merger and the consummation of the other transactions contemplated by this Agreement or the Tender Agreements in connection with the transactions contemplated by this Agreement or the Tender Agreementshereby. (c) The By resolutions duly adopted (and not thereafter modified or rescinded) by the requisite vote of the Board of Directors of the Company has duly and validly approved and taken all corporate actions required to be taken by DLQ Parent, the Board of Directors for the approval of the amendments to the Amended and Restated Certificate of Incorporation of the Company (which amendments are attached as Exhibit B hereto) (the "Charter Amendment"). The stockholders of the Company have duly and validly approved the Charter Amendment. Subject to DLQ Parent has (i) approved the provisions execution, delivery and performance by DLQ Parent of this Agreement, the Additional Agreements to which it is a party and the consummation of the Exchange Act relating transactions contemplated hereby and thereby, including the Merger, on the terms and subject to the distribution of an information statement to the stockholders of the Company conditions set forth herein and therein; (ii) determined that this Agreement, the filing Additional Agreements to which it is a party, and the transactions contemplated hereby and thereby, upon the terms and subject to the conditions set forth herein, are advisable and in the best interests of DLQ Parent and the DLQ Parent Stockholders; (iii) directed that the adoption of this Agreement be submitted to the DLQ Parent Stockholders for consideration and recommended that all of the DLQ Parent Stockholders adopt this Agreement. The affirmative vote or written consent of holders of a certificate of amendment ("Certificate of Amendment") with the Secretary of State majority of the State of Delaware, no further action is required to make effective the Charter Amendment. The execution and delivery then outstanding shares of the Tender Agreementscommon stock of DLQ Parent present in person or by proxy and entitled to vote at the DLQ Parent Stockholder Meeting, assuming a quorum is present (the tender “DLQ Parent Stockholder Approval”), is the only vote of shares the holders of Common Stock pursuant any of DLQ Parent’s capital stock necessary to adopt this Agreement and approve the Offer Merger and the grant consummation of the options other transactions contemplated by the Tender Agreements do not conflict with Article Fifth of the Amended and Restated Certificate of Incorporation of the Company, and upon the effectiveness of the Charter Amendment neither the purchase of shares of Common Stock pursuant to the Offer nor the exercise of any such options under the Tender Agreement will violate the Amended and Restated Certificate of Incorporation of the Companyhereby.

Authorization. (a1) The Each of the Company and the Bank has all necessary the full legal right, corporate power and authority to enter into this Agreement and the other agreements referenced herein to which it will at be a party and to carry out its obligations hereunder and thereunder. The execution, delivery and performance of this Agreement and the Closing have taken all necessary corporate action, including stockholder consent or approval (if necessary), other agreements referenced herein to consummate which each of the Company and the Bank will be a party and the consummation of the transactions contemplated hereby and to perform its obligations hereunder. The execution and delivery thereby have been duly authorized by the Boards of this Agreement by Directors of each of the Company and the performance of its obligations hereunder have been Bank. This Agreement has been, and the other agreements referenced herein to which they will be a party, when executed, will be, duly and validly authorized by the Board of Directors of the Company and, other than the approval and adoption of this Agreement by the requisite vote of the Company's stockholders, no other corporate proceedings on the part of the Company are necessary, and this Agreement has been duly executed and delivered by the Company and (the Bank and, assuming the valid due authorization, execution and delivery of this Agreement by the Parent Purchaser, is and the Purchaser) constitutes will be a valid and binding obligation of each of the Company and the Bank enforceable against it each of the Company and the Bank in accordance with its terms, terms (except as such enforceability enforcement may be limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium or other moratorium, fraudulent transfer and similar laws, now or hereafter in effect, laws of general applicability relating to or limiting affecting creditors' ’ rights generally or by general equity principles). No other corporate proceedings are necessary for the execution and (ii) general principles delivery by the Company or the Bank of equity (whether considered in an action in equity or at law) which provide, among other things, that the remedy of specific performance and injunctive and other forms of equity relief are subject to equitable defenses this Agreement and the discretion other agreements referenced herein to which it will be a party, the performance by them of their obligations hereunder and thereunder or the court before which any proceedings therefor may be brought. (b) The Board of Directors of the Company has duly and validly approved and taken all corporate action required to be taken consummation by the Board of Directors for the approval and confirmation them of the transactions contemplated by this Agreement and the Tender Agreementshereby, including, without limitation, all actions necessary subject to render the provisions of Section 203 receipt of the Delaware Law inapplicable approval by the Company’s shareholders of the Shareholder Proposal. Except as set forth in Section 2.2(d) of the Company Disclosure Schedule, the only vote of the shareholders of the Company required in connection with the approval of the Shareholder Proposal is the affirmative vote of the holders of not less than a majority of the outstanding Common Stock entitled to transactions contemplated vote at the meeting at which such a vote is taken. All shares of Common Stock outstanding on the record date for a meeting at which a vote is taken with respect to the Shareholder Proposal shall be eligible to vote on such proposal. (2) Neither the execution and delivery by this Agreement the Company or the Tender Agreements. No Oklahoma takeover statute or similar statute or regulation applies or purports to apply to the Parent, the Purchaser, the Merger, Bank of this Agreement, nor the Tender Agreements consummation of the transactions contemplated hereby, nor compliance by the Company or the Bank with any of the provisions hereof, will (A) violate, conflict with, or result in a breach of any provision of, or constitute a default (or an event that, with notice or lapse of time or both, would constitute a default) under, or result in the termination of, or result in the loss of any benefit or creation of any right on the part of any third party under, or accelerate the performance required by, or result in a right of termination or acceleration of, or result in the creation of any Liens upon any of the material properties or assets of the Company, the Bank or any Subsidiary under any of the terms, conditions or provisions of (i) its charter or bylaws (or similar governing documents) or the certificate of incorporation, charter, bylaws or other governing instrument of any Subsidiary or (ii) except as set forth in Section 2.2(d) of the Company Disclosure Schedule, and except for defaults that would not have nor reasonably be expected to have a Material Adverse Effect, any material note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which the Company, the Bank or any Subsidiary is a party or by which it may be bound, including without limitation the trust preferred securities issued by ▇▇▇▇▇▇ County Capital Trust I, ▇▇▇▇▇▇ County Capital Trust II, GreenBank Capital Trust I, Civitas Statutory Trust I, Cumberland Capital Statutory Trust II or the related indentures (collectively, the “Trust Preferred Securities”), or to which the Company, the Bank or any Subsidiary or any of the transactions contemplated by this Agreement properties or the Tender Agreements in connection with the transactions contemplated by this Agreement or the Tender Agreements. (c) The Board of Directors of the Company has duly and validly approved and taken all corporate actions required to be taken by the Board of Directors for the approval of the amendments to the Amended and Restated Certificate of Incorporation of the Company (which amendments are attached as Exhibit B hereto) (the "Charter Amendment"). The stockholders of the Company have duly and validly approved the Charter Amendment. Subject to (i) the provisions of the Exchange Act relating to the distribution of an information statement to the stockholders of the Company and (ii) the filing of a certificate of amendment ("Certificate of Amendment") with the Secretary of State of the State of Delaware, no further action is required to make effective the Charter Amendment. The execution and delivery of the Tender Agreements, the tender of shares of Common Stock pursuant to the Offer and the grant of the options contemplated by the Tender Agreements do not conflict with Article Fifth of the Amended and Restated Certificate of Incorporation assets of the Company, and upon the effectiveness of Bank or any Subsidiary may be subject, or (B) except for violations that would not have nor reasonably be expected to have a Material Adverse Effect, assuming the Charter Amendment neither the purchase of shares of Common Stock pursuant consents referred to in Section 2.2(f) are duly obtained, violate any Law applicable to the Offer nor Company, the exercise Bank or any Subsidiary or any of any such options under the Tender Agreement will violate the Amended and Restated Certificate of Incorporation of the Companytheir respective properties or assets.

Authorization. (a) The Company has all necessary requisite corporate power and authority to enter into execute and deliver this Agreement and will at subject, in the Closing have taken all necessary corporate actioncase of the consummation of the Merger, including stockholder consent or approval (if necessary)to obtaining the Requisite Stockholder Approval, to consummate the transactions contemplated hereby and to perform its obligations hereunder. The execution and delivery of this Agreement by the Company and the performance consummation by the Company of its obligations hereunder the transactions contemplated hereby have been duly and validly authorized by all necessary corporate action on the Board of Directors part of the Company and, other than the approval and adoption of this Agreement by the requisite vote of the Company's stockholders, no other additional corporate proceedings on the part of the Company are necessary, and necessary to authorize this Agreement or the consummation of the transactions contemplated hereby other than obtaining the Requisite Stockholder Approval. This Agreement has been duly executed and delivered by the Company and (and, assuming the valid due authorization, execution and delivery of this Agreement by the Parent and the Purchaser) Merger Sub, constitutes a legal, valid and binding obligation of the Company Company, enforceable against it the Company in accordance with its terms, except as that such enforceability (i) may be limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium or and other similar lawslaws affecting creditors’ rights generally, now or hereafter in effect, relating to or limiting creditors' rights generally and (ii) is subject to general principles of equity (whether considered in an action in equity or at law) which provide, among other things, that the remedy of specific performance and injunctive and other forms of equity relief are subject to equitable defenses and the discretion of the court before which any proceedings therefor may be broughtequity. (b) The Board Company Board, at a meeting duly called and held at which all directors were present, unanimously (i) determined that the terms of Directors the Merger are fair to and in the best interests of the Company has duly and validly approved its stockholders, and taken all corporate action required declared it advisable to be taken by the Board of Directors enter into this Agreement providing for the approval merger of Merger Sub with and confirmation into the Company in accordance with the DGCL, upon the terms and subject to the conditions set forth herein, (ii) approved the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated by hereby in accordance with the DGCL upon the terms and conditions contained herein, and (iii) resolved to recommend that the Company Stockholders adopt this Agreement and the Tender Agreements, including, without limitation, all actions necessary to render the provisions of Section 203 of the Delaware Law inapplicable to transactions contemplated by this Agreement or the Tender Agreements. No Oklahoma takeover statute or similar statute or regulation applies or purports to apply to the Parent, the Purchaser, the Merger, this Agreement, the Tender Agreements or any of the transactions contemplated by this Agreement or the Tender Agreements in connection accordance with the transactions contemplated by this Agreement or the Tender Agreements. (c) The Board of Directors of the Company has duly and validly approved and taken all corporate actions required to be taken by the Board of Directors for the approval of the amendments to the Amended and Restated Certificate of Incorporation of the Company (which amendments are attached as Exhibit B hereto) (the "Charter Amendment"). The stockholders of the Company have duly and validly approved the Charter Amendment. Subject to (i) the applicable provisions of the Exchange Act relating to DGCL (the distribution of an information statement to the stockholders of the “Company and (ii) the filing of a certificate of amendment ("Certificate of Amendment") with the Secretary of State of the State of Delaware, no further action is required to make effective the Charter Amendment. The execution and delivery of the Tender Agreements, the tender of shares of Common Stock pursuant to the Offer and the grant of the options contemplated by the Tender Agreements do not conflict with Article Fifth of the Amended and Restated Certificate of Incorporation of the Company, and upon the effectiveness of the Charter Amendment neither the purchase of shares of Common Stock pursuant to the Offer nor the exercise of any such options under the Tender Agreement will violate the Amended and Restated Certificate of Incorporation of the CompanyBoard Recommendation”).

Authorization. (a) The Company has all necessary full corporate power and authority to enter into execute and deliver this Agreement Agreement, the TOPR Documents and will at the Closing have taken all necessary corporate actionRegistration Rights Agreement, including stockholder consent or approval (if necessary)to execute and file the Series C Certificate of Designation and a Certificate of Trust of the Trust, as the case may be, and, subject to any required Stockholders Approval, to consummate the transactions contemplated hereby and thereby in accordance with the terms hereof and thereof and to perform its obligations hereunderissue the Exchange Securities and the Common Stock issuable upon conversion of or as dividends on the Exchange Securities in accordance with the terms of the TOPR Documents or Series C Certificate of Designation, as the case may be. The execution and delivery of this Agreement by Agreement, the Company Amended and Restated Declaration and the performance Registration Rights Agreement, the execution and filing of its obligations a Certificate of Trust of the Trust and the Series C Certificate of Designation and the issuance of the Exchange Securities hereunder or as dividends on the Exchange Securities and of the Common Stock issuable upon conversion of the Exchange Securities have been duly and validly authorized by the Board of Directors of the Company and, other than the approval and adoption of this Agreement by the requisite vote of the Company's stockholdersany required Stockholder Approval, no other corporate proceedings on the part of the Company are necessarynecessary to approve and authorize the execution and delivery of this Agreement and the Registration Rights Agreement, the execution and filing of the TOPR Documents or the Series C Certificate of Designation, as the case may be, the issuance of the Exchange Securities hereunder or as dividends on the Exchange Securities and the Common Stock issuable upon conversion of the Exchange Securities and the consummation of the transactions contemplated hereby and thereby in accordance with the terms hereof and thereof. This Agreement has been, and this the Registration Rights Agreement has been will be, duly executed and delivered by the Company and, when issued in accordance with the terms hereof and (assuming the valid authorizationTOPR Documents or the Series C Certificate of Designation, execution as the case may be, the Exchange Securities will be duly issued, and delivery each of this Agreement, the Registration Rights Agreement by the Parent and the Purchaser) constitutes a TOPR Documents or the Series C Certificate of Designation, as the case may be, constitute, or when executed, will constitute, valid and binding obligation obligations of the Company enforceable against it the Company in accordance with its their terms, except as such enforceability may be to the extent limited by (i) bankruptcy, insolvency, reorganization, moratorium or other similar laws, laws now or hereafter in effect, effect relating to or limiting creditors' rights generally and (ii) general principles of equity (whether considered in an action in equity or at law) which provide, among other things, that the remedy of specific performance and injunctive and other forms of equity relief are subject to equitable defenses and the discretion of the court before which any proceedings therefor may be broughtequity. (b) The Board Prior to the Exchange Date (in the event of Directors an Exchange for TOPR securities), the Debentures will be duly authorized and, when executed by the Company, authenticated by the Trustee (as defined in the Indenture), issued in accordance with the Indenture and delivered to the Trust against payment therefor, will constitute valid and legally binding obligations of the Company, enforceable against the Company in accordance with their terms (except as such enforceability may be limited by the provisions of Article Fifteenth of the certificate of incorporation of the Company has duly regarding arrangements with creditors, applicable bankruptcy, insolvency, reorganization, or other similar laws relating to creditors' rights generally, and validly approved general equitable principles relating to the availability of remedies, and taken all corporate action required as rights to indemnity or contribution may be taken limited by the Board of Directors for the approval and confirmation of the transactions contemplated by this Agreement state or federal securities laws and the Tender Agreements, including, without limitation, all actions necessary to render the provisions of Section 203 of the Delaware Law inapplicable to transactions contemplated by this Agreement or the Tender Agreements. No Oklahoma takeover statute or similar statute or regulation applies or purports to apply to the Parent, the Purchaser, the Merger, this Agreement, the Tender Agreements or any of the transactions contemplated by this Agreement or the Tender Agreements in connection with the transactions contemplated by this Agreement or the Tender Agreementspublic policy underlying such laws). (c) The Board Prior to the Exchange Date (in the event of Directors of an Exchange for TOPR securities), the Company has TOPR securities will be duly and validly approved and taken all corporate actions required to be taken authorized by the Board of Directors for the approval of the amendments to the Amended and Restated Certificate of Incorporation Declaration and, when executed by the Trust and authenticated by the Property Trustee (as defined in the Amended and Restated Declaration) in accordance with the Amended and Restated Declaration and delivered to the Investors against payment therefor in accordance with the terms hereof, will be validly issued and will be fully paid and non-assessable undivided interests in the assets of the Company (which amendments are attached as Exhibit B hereto) (Trust, and the "Charter Amendment")issuance of such TOPR securities will not be subject to any preemptive or similar rights. The Holders of the TOPR securities will be entitled to the same limitation of personal liability extended to stockholders of private corporations for profit under the Company have duly and validly approved the Charter Amendment. Subject to (i) the provisions of the Exchange Act relating to the distribution of an information statement to the stockholders of the Company and (ii) the filing of a certificate of amendment ("Certificate of Amendment") with the Secretary of State General Corporation Law of the State of Delaware, no further action is required to make effective the Charter Amendment. The execution Common Securities (as defined in the Amended and delivery of the Tender Agreements, the tender of shares of Common Stock pursuant Restated Declaration) to be issued to the Offer and the grant of the options contemplated Company will be authorized by the Tender Agreements do not conflict Amended and Restated Declaration and, when executed in accordance with Article Fifth the terms of the Amended and Restated Certificate of Incorporation Declaration and delivered to the Company against payment therefor, will represent validly issued undivided beneficial interests in the assets of the Company, and upon the effectiveness of the Charter Amendment neither the purchase of shares of Common Stock pursuant to the Offer nor the exercise of any such options under the Tender Agreement will violate the Amended and Restated Certificate of Incorporation of the CompanyTrust.

Authorization. (a) The Company Each of Parent, Merger Sub and Merger LLC has all necessary corporate requisite corporate, limited liability company or other power and authority to enter into this Agreement execute and will at deliver the Closing have taken all necessary corporate actionTransaction Documents and the Ancillary Agreements to which it is a party, including stockholder consent or approval (if necessary), to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby, subject, in the case of the Merger, to perform its obligations hereunder. The execution and delivery the receipt of this Agreement by the Company Parent Stockholder Approval and the Parent Disinterested Stockholder Approval and the effectiveness of the Merger Sub Stockholder Consent. Assuming the accuracy of the representations in Section 3.23, the execution, delivery and performance of its obligations hereunder the Transaction Documents and the Ancillary Agreements to which any of Parent, Merger Sub and Merger LLC is a party, and the consummation by Parent, Merger Sub and Merger LLC of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate or other action on the Board part of Directors Parent, Merger Sub and Merger LLC, and no other corporate or other proceedings on the part of Parent, Merger Sub and Merger LLC are necessary to authorize the execution and delivery of the Company Transaction Documents and the Ancillary Agreements to which any of Parent, Merger Sub and Merger LLC is a party or the consummation of the transactions contemplated hereby and thereby, other than, with respect to the Merger: (i) the Parent Requisite Approvals and (ii) the effectiveness of the Merger Sub Stockholder Consent. Merger LLC has taken all action as is necessary or advisable to authorize the Upstream Merger in accordance with Merger LLC’s governing documents and Section 267 of the DGCL and Section 18-209(i) of the DLLCA, and such authorization is and shall be the only limited liability company authorization of Merger LLC necessary to authorize the Upstream Merger. This Agreement has been duly and validly executed and delivered by Parent, Merger Sub and Merger LLC and, assuming the due execution and delivery by the Company, constitutes the valid and binding obligation of Parent, Merger Sub and Merger LLC, enforceable against Parent, Merger Sub and Merger LLC in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, rehabilitation, liquidation, preferential transfer, moratorium and similar Laws now or hereafter affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding at equity or law). (b) The Parent Special Committee has unanimously (i) determined that the Transaction Documents and the transactions contemplated hereby and thereby, are advisable and fair to, and in the best interests of, Parent and the Parent Stockholders (other than the Company, the ▇▇▇▇▇▇ Group, the ▇▇▇▇▇▇ Group and each of their respective Affiliates and the Parent Section 16 Officers) and (ii) recommended that the Parent Board approve (including for purposes of Section 203 of the DGCL) and declare advisable the Transaction Documents and the transactions contemplated hereby, including the filing of the Certificate of Designations, and thereby and submit the proposal to approve the Stock Issuance and this Agreement to the Parent Stockholders for approval and adoption (such recommendation, the “Parent Special Committee Recommendation”). As of the date of this Agreement, the foregoing determinations and resolutions have not been rescinded, modified or withdrawn. (c) The Parent Board, upon the unanimous recommendation of the Parent Special Committee, has unanimously (i) determined that the Transaction Documents and the transactions contemplated hereby and thereby, are advisable and fair to, and in the best interests of, Parent and the Parent Stockholders (other than the Company, the ▇▇▇▇▇▇ Group, the ▇▇▇▇▇▇ Group and each of their respective Affiliates and the Parent Section 16 Officers), (ii) approved (including for purposes of Section 203 of the DGCL) and declared advisable the Transaction Documents and the transactions contemplated hereby and thereby, (iii) directed that the proposals to approve the Stock Issuance and this Agreement be submitted to the Parent Stockholders for approval and adoption, and (iv) resolved to recommend that the Parent Stockholders approve the Stock Issuance and the adoption of this Agreement (such recommendation, the “Parent Board Recommendation”). As of the date of this Agreement, the foregoing determinations and resolutions have not been rescinded, modified or withdrawn. (d) The Merger Sub Board has unanimously (i) determined that this Agreement and the transactions contemplated hereby are advisable and fair to, and in the best interests of, Merger Sub and its sole stockholder, (ii) approved and declared advisable this Agreement and the transactions contemplated hereby, (iii) recommended that the sole stockholder of Merger Sub approve the adoption of this Agreement and (iv) directed that this Agreement be submitted to the sole stockholder of Merger Sub for adoption. As of the date of this Agreement, the foregoing determinations and resolutions have not been rescinded, modified or withdrawn. Prior to the execution of this Agreement, Merger LLC, as sole stockholder of Merger Sub, duly executed and delivered a stockholder consent, such consent to be effective immediately following the execution of this Agreement, adopting this Agreement pursuant to Section 228 of the DGCL (the “Merger Sub Stockholder Consent”). Parent has delivered to the Company a copy of the Merger Sub Stockholder Consent, which is currently in effect and has not been rescinded, modified or withdrawn. (e) The sole member of Merger LLC has (i) determined that this Agreement and the transactions contemplated hereby are advisable and fair to, and in the best interests of, Merger LLC and its sole member, (ii) approved and declared advisable this Agreement and the transactions contemplated hereby and (iii) taken all action as is necessary or advisable to cause Merger LLC to authorize the Upstream Merger in accordance with Merger LLC’s governing documents, Section 267 of the DGCL and Section 18-209 of the DLLCA. As of the date of this Agreement, the foregoing determinations and resolutions have not been rescinded, modified or withdrawn. (f) Assuming the accuracy of the representations in Section 3.23, the only votes of the holders of any class or series of Parent Capital Stock necessary to adopt the Transaction Documents and to consummate the transactions contemplated hereby and thereby are: (i) the approval of the Stock Issuance by the affirmative vote of the holders of a majority of the aggregate voting power of the outstanding shares of Parent Capital Stock present in person or represented by proxy at the Parent Stockholders Meeting and entitled to vote on the subject matter, voting together as a single class (the “Parent Stockholder Approval”), and (ii) the adoption of this Agreement by the requisite affirmative vote of holders of a majority of the Company's stockholders, no other corporate proceedings aggregate voting power of the outstanding shares of Parent Capital Stock entitled to vote on the part subject matter (other than any outstanding shares of Parent Capital Stock beneficially owned, directly or indirectly, by (A) the Company and its Subsidiaries, (B) the ▇▇▇▇▇▇ Group, the ▇▇▇▇▇▇ Group or their respective Affiliates, (C) the members of the Company are necessaryBoard and Company Section 16 Officers, and this Agreement has been duly executed and delivered by (D) the Company and (assuming the valid authorization, execution and delivery members of this Agreement by the Parent Board and the PurchaserParent Section 16 Officers or (E) constitutes a valid and binding obligation the immediate family members (as defined in Item 404 of the Company enforceable against it in accordance with its terms, except as such enforceability may be limited by (iRegulation S-K) bankruptcy, insolvency, reorganization, moratorium or other similar laws, now or hereafter in effect, relating to or limiting creditors' rights generally and (ii) general principles of equity (whether considered in an action in equity or at law) which provide, among other things, that the remedy of specific performance and injunctive and other forms of equity relief are subject to equitable defenses and the discretion of the court before which any proceedings therefor may be brought. (b) The Board of Directors of the Company has duly and validly approved and taken all corporate action required to be taken by the Board of Directors for the approval and confirmation of the transactions contemplated by this Agreement and the Tender Agreements, including, without limitation, all actions necessary to render the provisions of Section 203 of the Delaware Law inapplicable to transactions contemplated by this Agreement or the Tender Agreements. No Oklahoma takeover statute or similar statute or regulation applies or purports to apply to the Parent, the Purchaser, the Merger, this Agreement, the Tender Agreements or any of the transactions contemplated by this Agreement or the Tender Agreements in connection with the transactions contemplated by this Agreement or the Tender Agreements. (c) The Board of Directors of the Company has duly and validly approved and taken all corporate actions required to be taken by the Board of Directors for the approval of the amendments to the Amended and Restated Certificate of Incorporation of the Company (which amendments are attached foregoing), voting together as Exhibit B hereto) a single class (the "Charter Amendment"“Parent Disinterested Stockholder Approval”). The stockholders of the Company have duly and validly approved the Charter Amendment. Subject to (i) the provisions of the Exchange Act relating to the distribution of an information statement to the stockholders of the Company and (ii) the filing of a certificate of amendment ("Certificate of Amendment") with the Secretary of State of the State of Delaware, no further action is required to make effective the Charter Amendment. The execution and delivery of the Tender Agreements, the tender of shares of Common Stock pursuant to the Offer and the grant of the options contemplated by the Tender Agreements do not conflict with Article Fifth of the Amended and Restated Certificate of Incorporation of the Company, and upon the effectiveness of the Charter Amendment neither the purchase of shares of Common Stock pursuant to the Offer nor the exercise of any such options under the Tender Agreement will violate the Amended and Restated Certificate of Incorporation of the Company.

Authorization. (ai) The Company has all necessary corporate requisite right, power and authority (corporate or otherwise) to enter into execute and deliver this Agreement and will each of the other agreements and instruments referred to herein to be entered into by the Company at or prior to a Closing (including without limitation the Closing have taken all necessary corporate action, including stockholder consent or approval (if necessary), to consummate Certificate) in connection with the consummation of the transactions contemplated hereby by this Agreement (the "Other Agreements") and to perform its obligations hereunderand consummate all of the transactions contemplated hereunder and thereunder, including the issuance of the shares of Series C Preferred Stock to be acquired by each Purchaser at the Closing. The execution and delivery of this Agreement by the Company and the performance of its obligations hereunder All corporate proceedings have been duly taken and validly authorized by the Board of Directors of the Company and, other than the approval and adoption of this Agreement by the requisite vote of the Company's stockholders, no other all corporate proceedings authorizations have been secured which are necessary on the part of the Company are necessaryand each of its Subsidiaries to authorize the execution, delivery and performance of this Agreement and each of the Other Agreements. (ii) This Agreement has been duly executed and delivered and constitutes, and each of the Other Agreements when executed and delivered by the Company and (assuming the valid authorizationCompany, execution and delivery of this Agreement by the Parent and the Purchaser) constitutes a will constitute, legal, valid and binding obligation obligations of the Company Company, enforceable against it in accordance with its their respective terms, except as such enforceability may be limited by (i) subject to applicable bankruptcy, insolvency, reorganization, moratorium insolvency or other similar laws, now or hereafter in effect, relating to or limiting laws affecting the enforceability of creditors' rights generally and (ii) general principles of equity (whether considered in an action in equity or at law) which providecourt decisions with respect thereto, among other things, that the remedy of specific performance and injunctive and other forms of equity relief are subject to equitable defenses and the discretion of the court before which any proceedings therefor may be broughtcourts in granting equitable remedies. (biii) The Board shares of Directors the Series C Preferred Stock to be acquired by each Purchaser at the Closing have been duly authorized and, when delivered, will be duly and validly issued and outstanding, fully paid and nonassessable, and will be free of Encumbrances. The Common Stock of the Company issuable upon conversion of the Series C Preferred Stock (the "Conversion Shares") (i) has been duly authorized, (ii) has been reserved for issuance upon conversion of the Series C Preferred Stock, and (iii) when issued, will be duly and validly approved issued and taken all corporate action required to outstanding, fully paid and nonassessable and will be taken by the Board free of Directors for the approval and confirmation of the transactions contemplated by this Agreement and the Tender Agreements, including, without limitation, all actions necessary to render the provisions of Section 203 of the Delaware Law inapplicable to transactions contemplated by this Agreement or the Tender Agreements. No Oklahoma takeover statute or similar statute or regulation applies or purports to apply to the Parent, the Purchaser, the Merger, this Agreement, the Tender Agreements or any of the transactions contemplated by this Agreement or the Tender Agreements in connection with the transactions contemplated by this Agreement or the Tender AgreementsEncumbrances. (c) The Board of Directors of the Company has duly and validly approved and taken all corporate actions required to be taken by the Board of Directors for the approval of the amendments to the Amended and Restated Certificate of Incorporation of the Company (which amendments are attached as Exhibit B hereto) (the "Charter Amendment"). The stockholders of the Company have duly and validly approved the Charter Amendment. Subject to (i) the provisions of the Exchange Act relating to the distribution of an information statement to the stockholders of the Company and (ii) the filing of a certificate of amendment ("Certificate of Amendment") with the Secretary of State of the State of Delaware, no further action is required to make effective the Charter Amendment. The execution and delivery of the Tender Agreements, the tender of shares of Common Stock pursuant to the Offer and the grant of the options contemplated by the Tender Agreements do not conflict with Article Fifth of the Amended and Restated Certificate of Incorporation of the Company, and upon the effectiveness of the Charter Amendment neither the purchase of shares of Common Stock pursuant to the Offer nor the exercise of any such options under the Tender Agreement will violate the Amended and Restated Certificate of Incorporation of the Company.

Authorization. The Initial Shares, the New Debt and the Additional Shares (a) The Company has all necessary corporate power and authority with respect to enter into this Agreement and will at the Closing have taken all necessary corporate actionAdditional Shares only, including stockholder consent or approval (if necessary), to consummate as of the transactions contemplated hereby and to perform its obligations hereunder. The execution and delivery date of this Agreement, but not as of the Original Agreement by the Company and the performance of its obligations hereunder Date) have been duly and validly authorized by for issuance and sale to the Board of Directors of the Company Purchaser pursuant to this Agreement and, other than when the approval and adoption of this Agreement by the requisite vote of the Company's stockholders, no other corporate proceedings on the part of the Company Initial Shares are necessary, and this Agreement has been duly executed issued and delivered by the Company and (assuming against payment therefor in accordance with the valid authorization, execution and delivery terms of this Agreement by Agreement, the Parent Initial Shares will be duly and validly issued and fully paid and nonassessable, and will be sold free and clear of any Lien. The Exchange Shares have been duly and validly authorized and reserved for issuance and, upon the Purchaser) constitutes a valid and binding obligation exchange of the Company enforceable against it New Debt in accordance with its termsterms and the terms of this Agreement, including receipt of the Company Stockholder Approval, the Exchange Shares will be validly issued, fully paid and nonassessable and will be sold free and clear of any Lien. When the Additional Shares are issued and delivered by the Company in accordance with the terms of this Agreement, the Additional Shares will be duly and validly issued and fully paid and nonassessable, and will be held by the Purchaser or its nominee free and clear of any lien. No further approval or authorization of any stockholder, the board of directors of the Company (the “Company Board”) or others is required for the issuance and sale or transfer of the Securities, except as such enforceability may be limited for the Company Stockholder Approval. The Company and the Company Board have taken all necessary action, if any, in order to render inapplicable any stockholder rights plan or other “poison pill” arrangement (including without limitation under the Rights Agreement, dated September 6, 2011, by (i) bankruptcyand between the Company and American Stock Transfer & Trust Company, insolvencyLLC), reorganizationcontrol share acquisition, moratorium business combination or other similar laws, now or hereafter in effect, relating to or limiting creditors' rights generally and (ii) general principles of equity (whether considered in an action in equity or at law) which provide, among other things, that anti-takeover provision under the remedy of specific performance and injunctive and other forms of equity relief are subject to equitable defenses and the discretion laws of the court before state of its incorporation, the Company’s organizational documents and any other agreement to which any proceedings therefor may be brought. (b) The Board of Directors of the Company has duly and validly approved and taken all corporate action required is bound, which is or could become applicable to be taken by the Board of Directors for the approval and confirmation Purchaser as a result of the transactions contemplated by this Agreement and the Tender AgreementsAgreement, including, without limitation, all actions necessary to render the provisions of Section 203 Company’s issuance of the Delaware Law inapplicable to transactions contemplated by this Agreement or the Tender Agreements. No Oklahoma takeover statute or similar statute or regulation applies or purports to apply to the Parent, Securities and the Purchaser, ’s respective ownership of Securities issued hereunder and the Merger, this Agreement, the Tender Agreements acquisition of any securities by Purchaser or any of the transactions contemplated by this Agreement or the Tender Agreements in connection with the transactions contemplated by this Agreement or the Tender Agreements. (c) The Board of Directors of the Company has duly and validly approved and taken all corporate actions required to be taken by the Board of Directors for the approval of the amendments to the Amended and Restated Certificate of Incorporation of the Company (which amendments are attached as Exhibit B hereto) (the "Charter Amendment"). The stockholders of the Company have duly and validly approved the Charter Amendment. Subject to (i) the provisions of the Exchange Act relating to the distribution of an information statement to the stockholders of the Company and (ii) the filing of a certificate of amendment ("Certificate of Amendment") with the Secretary of State of the State of Delaware, no further action is required to make effective the Charter Amendment. The execution and delivery of the Tender Agreements, the tender of shares of Common Stock Affiliate pursuant to the Offer and the grant of the options contemplated by the Tender Agreements do not conflict with Article Fifth of the Amended and Restated Certificate of Incorporation of the Company, and upon the effectiveness of the Charter Amendment neither the purchase of shares of Common Stock pursuant to the Offer nor the exercise of any such options under the Tender Agreement will violate the Amended and Restated Certificate of Incorporation of the CompanySection 8.18 hereof.

Authorization. (a) The Company has Company, I-B, and A-C have all necessary requisite corporate power and authority to enter into execute and deliver this Agreement and will at the Closing have taken all necessary corporate actionother agreements contemplated hereby to which they are a party and to perform their respective obligations hereunder and thereunder. The execution and delivery by the Company of this Agreement and the other agreements contemplated hereby to which they are a party and, including stockholder consent or subject to obtaining the Requisite Stockholder Approval, which is the only approval (if necessary)required from the Company Stockholders, to consummate the performance by the Company, of this Agreement and the consummation by the Company of the transactions contemplated hereby and to perform its obligations hereunder. The execution and delivery of this Agreement by the Company and the performance of its obligations hereunder thereby have been duly and validly authorized by all necessary corporate action on the part of the Company. The execution and delivery by I-B and A-C of this Agreement and the other agreements contemplated hereby (to the extent that they are a party thereto), the performance by I-B and A-C, of this Agreement and the consummation by I-B and A-C of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate and other action on the part of I-B and A-C. Without limiting the generality of the foregoing, the Board of Directors of the Company, by written action or 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 andand its stockholders, other than (ii) approved this Agreement in accordance with the provisions of the Delaware General Corporation Law, and (iii) directed that this Agreement and the Merger be submitted to the stockholders of the Company for their adoption and approval and resolved to recommend that the stockholders of the Company vote in favor of the adoption of this Agreement and the approval of the Merger. The Board of Directors of I-B, by written action or at a meeting duly called and held, by the requisite unanimous vote of all directors has approved the Company's stockholdersexecution and delivery of this Agreement, no other corporate proceedings on and the part performance by I-B of its obligations hereunder in accordance with the provisions of the Company are necessaryDelaware General Corporation Law. The Board of Directors of A-C, by written action or at a meeting duly called and this Agreement has been duly executed and delivered held, by the Company and (assuming unanimous vote of all directors has approved the valid authorization, execution and delivery of this Agreement and the performance by A-C of its obligations hereunder in accordance with the provisions of the Delaware General Corporation Law. This Agreement and all other agreements contemplated hereby to which any of the Company, I-B and A-C are or will be a party have been or will be as of the Closing Date duly and validly executed and delivered by each of the Company, I-B and A-C and, subject to the valid execution and delivery thereof by the Parent Buyer and the Purchaser) constitutes a Transitory Subsidiary, constitute or will constitute the valid and binding obligation of each of the Company Company, I-B, and A-C, as applicable, enforceable against it each of them in accordance with its terms, except as such enforceability may be limited by (i) bankruptcy, insolvency, reorganization, moratorium or other similar laws, now or hereafter in effect, relating to or limiting creditors' rights generally and (ii) general principles of equity (whether considered in an action in equity or at law) which provide, among other things, that the remedy of specific performance and injunctive and other forms of equity relief are subject to equitable defenses and the discretion of the court before which any proceedings therefor may be brought. (b) The Board of Directors of the Company has duly and validly approved and taken all corporate action required to be taken by the Board of Directors for the approval and confirmation of the transactions contemplated by this Agreement and the Tender Agreements, including, without limitation, all actions necessary to render the provisions of Section 203 of the Delaware Law inapplicable to transactions contemplated by this Agreement or the Tender Agreements. No Oklahoma takeover statute or similar statute or regulation applies or purports to apply to the Parent, the Purchaser, the Merger, this Agreement, the Tender Agreements or any of the transactions contemplated by this Agreement or the Tender Agreements in connection with the transactions contemplated by this Agreement or the Tender Agreements. (c) The Board of Directors of the Company has duly and validly approved and taken all corporate actions required to be taken by the Board of Directors for the approval of the amendments to the Amended and Restated Certificate of Incorporation of the Company (which amendments are attached as Exhibit B hereto) (the "Charter Amendment"). The stockholders of the Company have duly and validly approved the Charter Amendment. Subject to (i) the provisions of the Exchange Act relating to the distribution of an information statement to the stockholders of the Company and (ii) the filing of a certificate of amendment ("Certificate of Amendment") with the Secretary of State of the State of Delaware, no further action is required to make effective the Charter Amendment. The execution and delivery of the Tender Agreements, the tender of shares of Common Stock pursuant to the Offer and the grant of the options contemplated by the Tender Agreements do not conflict with Article Fifth of the Amended and Restated Certificate of Incorporation of the Company, and upon the effectiveness of the Charter Amendment neither the purchase of shares of Common Stock pursuant to the Offer nor the exercise of any such options under the Tender Agreement will violate the Amended and Restated Certificate of Incorporation of the Company.

Authorization. (a) The Company Parent has all necessary full corporate power and authority to enter into this Agreement, the Merger Agreement, the Registration Rights Agreement (as defined below) and will at the Closing have taken all necessary corporate actionEmployment Agreements (collectively, including stockholder consent or approval (if necessarythe "TRANSACTION DOCUMENTS"), to consummate the transactions contemplated hereby and thereby and to perform its obligations hereundercomply with the terms and provisions hereof and thereof, subject to the conditions hereof and thereof. The execution execution, delivery and delivery performance by Parent of this Agreement by each of the Company Transaction Documents, and the performance of its obligations hereunder actions to be taken by Parent contemplated hereby and thereby have been duly and validly authorized by the Board of Directors of the Company andParent, other than the approval and adoption of this Agreement by the requisite vote of the Company's stockholders, no other corporate proceedings on the part of Parent are necessary with respect hereto or thereto. Each of the Company are necessary, and this Agreement has been duly executed and delivered by Transaction Documents constitutes the Company and (assuming the valid authorization, execution and delivery of this Agreement by the Parent and the Purchaser) constitutes a valid and binding obligation obligations of the Company Parent, in each case enforceable against it in accordance with its terms, except as such enforceability may be limited by subject to (i) bankruptcy, insolvency, reorganization, moratorium or other similar laws, now or hereafter in effect, relating to or limiting creditors' rights generally and (ii) general principles of equity (equity, regardless of whether considered enforcement is sought in an action a proceeding in equity or at law, and (ii) which providebankruptcy, among reorganization, insolvency, fraudulent conveyance, moratorium, receivership or other things, that the remedy of specific performance and injunctive and other forms of equity relief are subject similar laws relating to equitable defenses and the discretion of the court before which any proceedings therefor may be broughtor affecting creditors' rights generally. (b) Mergerco has full corporate power and authority to enter into this Agreement and the Merger Agreement, to consummate the transactions contemplated hereby and thereby and to comply with the terms, conditions and provisions hereof and thereof. The Board execution, delivery and performance by Mergerco of Directors of this Agreement and the Company has Merger Agreement and the actions contemplated hereby and thereby have been duly and validly approved and taken all corporate action required to be taken authorized by the Board of Directors for and Stockholders of Mergerco, and no other corporate proceedings on the approval and confirmation part of the transactions contemplated by this Mergerco are necessary with respect hereto or thereto. This Agreement and the Tender AgreementsMerger Agreement constitute the valid and binding obligations of Mergerco, includingin each case enforceable in accordance with its terms, without limitation, all actions necessary to render the provisions of Section 203 of the Delaware Law inapplicable to transactions contemplated by this Agreement or the Tender Agreements. No Oklahoma takeover statute or similar statute or regulation applies or purports to apply to the Parent, the Purchaser, the Merger, this Agreement, the Tender Agreements or any of the transactions contemplated by this Agreement or the Tender Agreements in connection with the transactions contemplated by this Agreement or the Tender Agreements. (c) The Board of Directors of the Company has duly and validly approved and taken all corporate actions required to be taken by the Board of Directors for the approval of the amendments to the Amended and Restated Certificate of Incorporation of the Company (which amendments are attached as Exhibit B hereto) (the "Charter Amendment"). The stockholders of the Company have duly and validly approved the Charter Amendment. Subject subject to (i) the provisions general principles of the Exchange Act relating to the distribution equity, regardless of an information statement to the stockholders of the Company whether enforcement is sought in a proceeding in equity or at law, and (ii) the filing of a certificate of amendment ("Certificate of Amendment") with the Secretary of State of the State of Delawarebankruptcy, no further action is required reorganization, insolvency, fraudulent conveyance, moratorium, receivership or other similar laws relating to make effective the Charter Amendment. The execution and delivery of the Tender Agreements, the tender of shares of Common Stock pursuant to the Offer and the grant of the options contemplated by the Tender Agreements do not conflict with Article Fifth of the Amended and Restated Certificate of Incorporation of the Company, and upon the effectiveness of the Charter Amendment neither the purchase of shares of Common Stock pursuant to the Offer nor the exercise of any such options under the Tender Agreement will violate the Amended and Restated Certificate of Incorporation of the Companyor affecting creditors' rights generally.

Authorization. By completion and submittal of Attachment A (a) The Company has all necessary corporate power Resource Information and authority to enter into this Agreement and will at the Closing have taken all necessary corporate action, including stockholder consent or approval (if necessaryRate Sheet), to consummate the transactions contemplated hereby undersigned acknowledges, attests, and to perform its obligations hereunder. The execution certifies individually and delivery on behalf of this Agreement by the Company and Resource Provider that: • He/she is a duly authorized representative of the performance of its obligations hereunder have Resource Provider, has been duly and validly authorized by the Board of Directors of the Company andResource Provider to make all representations, other than the approval and adoption of this Agreement by the requisite vote of the Company's stockholders, no other corporate proceedings on the part of the Company are necessaryattestations, and this Agreement has been duly executed and delivered by the Company and (assuming the valid authorization, execution and delivery of this Agreement by the Parent and the Purchaser) constitutes a valid and binding obligation of the Company enforceable against it certifications contained in accordance with its terms, except as such enforceability may be limited by (i) bankruptcy, insolvency, reorganization, moratorium or other similar laws, now or hereafter in effect, relating to or limiting creditors' rights generally and (ii) general principles of equity (whether considered in an action in equity or at law) which provide, among other things, that the remedy of specific performance and injunctive and other forms of equity relief are subject to equitable defenses and the discretion of the court before which any proceedings therefor may be brought. (b) The Board of Directors of the Company has duly and validly approved and taken all corporate action required to be taken by the Board of Directors for the approval and confirmation of the transactions contemplated by this Agreement and the Tender Agreements, including, without limitation, all actions necessary to render the provisions of Section 203 of the Delaware Law inapplicable to transactions contemplated by this Agreement or the Tender Agreements. No Oklahoma takeover statute or similar statute or regulation applies or purports to apply to the Parent, the Purchaser, the Merger, this Agreement, the Tender Agreements or any of the transactions contemplated by if any, issued, and to execute this Agreement or the Tender Agreements on behalf of Resource Provider, • The Resource Provider is bound by and shall comply with all requirements, specifications, terms, and conditions contained in connection with the transactions contemplated by this Agreement (including all listed Attachments and Exhibits issued), • The Resource Provider certifies that all training certificates, insurance documents, and licenses are authentic and valid, and that all Crew Members provided have met all training requirements, • The Resource Provider shall provide/furnish federal employee identification number or social security number with offer, • The Resource Provider acknowledges and certifies that they are not on any state or federal debarred or suspension lists, and • The Resource Provider acknowledges that company and resource performance history, industry durability and hourly rates offered may affect dispatch priority order of resources. FEIN /DUNS HOURLY RATE PER PERSON NUMBER OF YEARS BUSINESS HAS WORKED IN THE FIREFIGHTING INDUSTRY NUMBER OF YEARS PROVIDING FIREFIGHTING SERVICES TO GOVERNMENT AVAILABILITY: DISTRICT ONLY ☐ NEIGHBORING DISTRICTS ☐ STATEWIDE ☐ OTHER Please Specify CREW TYPE: 10 PERSON ☐ 20 PERSON ☐ State of Oregon Department of Forestry PLACE PREPARED DATE PLEASE TAKE NOTICE that moneys due or to become due under the Tender Agreements. (c) The Board of Directors of the Company has duly and validly approved and taken all corporate actions required to be taken by the Board of Directors for the approval of the amendments contract No. have been assigned to the Amended and Restated Certificate of Incorporation of the Company (which amendments are attached as Exhibit B hereto) (the "Charter Amendment"). The stockholders of the Company have duly and validly approved the Charter Amendment. Subject undersigned pursuant to (i) the provisions of the Exchange Assignment of Claims Act relating of 1940 (Public Law No. 811, 76th Congress), approved October 9, 1940. Payments due or to become due under such contract should be made to the distribution of an information statement assignee. Please return to the stockholders undersigned the three enclosed copies of this notice with appropriate notations showing the date and hour of receipt and duly signed by the person acknowledging receipt on behalf of the Company and addressee. NAME AND ADDRESS OF ASSIGNEE BY (iiSignature) the filing TITLE OF SIGNING OFFICER DATE RECEIVED HOUR RECEIVED A.M. P.M. NAME AND TITLE OF ADDRESSEE OF NOTICE BY (Signature on behalf of a certificate of amendment ("Certificate of Amendment"addressee) with the Secretary of State of the State of Delaware, no further action is required to make effective the Charter Amendment. The execution and delivery of the Tender Agreements, the tender of shares of Common Stock pursuant to the Offer and the grant of the options contemplated by the Tender Agreements do not conflict with Article Fifth of the Amended and Restated Certificate of Incorporation of the Company, and upon the effectiveness of the Charter Amendment neither the purchase of shares of Common Stock pursuant to the Offer nor the exercise of any such options under the Tender Agreement will violate the Amended and Restated Certificate of Incorporation of the Company.TITLE

Authorization. (a) The Company Each Purchaser Party has all necessary the requisite corporate power and authority to enter into and to perform their respective obligations under this Agreement Agreement, the Transaction Documents and will at each of the Closing agreements, certificates and documents required to be delivered by each Purchaser Party pursuant to the terms of this Agreement. The execution, delivery and performance of the Transaction Documents to which each Purchaser Party is a party have taken all been duly authorized by such Purchaser Party, and no other act (corporate or otherwise) or other proceeding on the part of each Purchaser Party is necessary corporate actionto authorize the execution, including stockholder consent delivery or approval (if necessary), to consummate performance of the Transaction Documents and the consummation of the transactions contemplated hereby and to perform its obligations hereunderor thereby. The execution and delivery of this Agreement by the Company and the performance of its obligations hereunder have been duly and validly authorized by the Board of Directors of the Company and, other than the approval and adoption of this Agreement by the requisite vote of the Company's stockholders, no other corporate proceedings on the part of the Company are necessary, and this This Agreement has been duly executed and delivered by each Purchaser Party and the Company and (assuming the valid authorization, execution and delivery of this Agreement by the Parent and the Purchaser) constitutes a valid and binding obligation of the Company such Purchaser Party enforceable against it in accordance with its terms, except as such enforceability may be limited by (i) bankruptcy, insolvency, reorganization, moratorium or other similar laws, now or hereafter in effect, relating to or limiting creditors' rights generally and (ii) general principles of equity (whether considered in an action in equity or at law) which provide, among other things, that the remedy of specific performance and injunctive and other forms of equity relief are subject to equitable defenses and the discretion each of the court before other Transaction Documents to which any proceedings therefor may be broughteach Purchaser Party, when executed and delivered by such Purchaser Party, in accordance with the terms hereof (assuming due authorization, execution and delivery by the Company of this Agreement and each other Transaction Document to which the Company is a party) and shall each constitute a valid and binding obligation of such Person, enforceable in accordance with its respective terms. (b) The Board execution, delivery and performance by each Purchaser Party of Directors this Agreement and all of the Company has duly other agreements and validly approved instruments contemplated hereby to which each Purchaser Party is a party and taken all corporate action required to be taken by the Board of Directors for the approval and confirmation consummation of the transactions contemplated hereby have been duly and validly authorized by each Purchaser Party and no other corporate or limited liability company act or proceeding, as applicable, on the part of each Purchaser Party or their respective board of directors, managing member or equityholders is necessary to authorize the execution, delivery or performance of this Agreement and the Tender Agreements, including, without limitation, all actions necessary to render the provisions of Section 203 of the Delaware Law inapplicable other agreements and instruments contemplated hereby to transactions contemplated by this Agreement or which each Purchaser Party is a party and the Tender Agreements. No Oklahoma takeover statute or similar statute or regulation applies or purports to apply to the Parent, the Purchaser, the Merger, this Agreement, the Tender Agreements or any consummation of the transactions contemplated hereby. This Agreement has been duly executed and delivered by this Agreement or each Purchaser Party and constitutes a valid and binding obligation of each Purchaser Party, enforceable in accordance with its terms and each of the Tender Agreements other agreements and instruments contemplated hereby to which each Purchaser Party is a party, when executed and delivered by each Purchaser Party in connection accordance with the transactions contemplated by this Agreement or the Tender Agreementsterms hereof, shall each constitute a valid and binding obligation of each Purchaser Party enforceable with its respective terms. (c) The Board of Directors of the Company has duly and validly approved and taken all corporate actions required to be taken by the Board of Directors for the approval of the amendments to the Amended and Restated Certificate of Incorporation of the Company (which amendments are attached as Exhibit B hereto) (the "Charter Amendment"). The stockholders of the Company have duly and validly approved the Charter Amendment. Subject to (i) the provisions of the Exchange Act relating to the distribution of an information statement to the stockholders of the Company and (ii) the filing of a certificate of amendment ("Certificate of Amendment") with the Secretary of State of the State of Delaware, no further action is required to make effective the Charter Amendment. The execution and delivery of the Tender Agreements, the tender of shares of Common Stock pursuant to the Offer and the grant of the options contemplated by the Tender Agreements do not conflict with Article Fifth of the Amended and Restated Certificate of Incorporation of the Company, and upon the effectiveness of the Charter Amendment neither the purchase of shares of Common Stock pursuant to the Offer nor the exercise of any such options under the Tender Agreement will violate the Amended and Restated Certificate of Incorporation of the Company.

Authorization. With respect to each Warrantor (a) The Company has all necessary corporate power and authority to enter into this Agreement and will at except for the Closing have taken all necessary corporate action, including stockholder consent or approval (if necessaryFounders), to consummate the transactions contemplated hereby and to perform its obligations hereunder. The execution and delivery of this Agreement by the Company and the performance of its obligations hereunder have been duly and validly authorized by the Board of Directors of the Company and, other than the approval and adoption of this Agreement by the requisite vote of the Company's stockholders, no other corporate proceedings on the part of the Company are necessary, and this Agreement has been duly executed and delivered by the Company and (assuming the valid authorization, execution and delivery of this Agreement by the Parent and the Purchaser) constitutes a valid and binding obligation of the Company enforceable against it in accordance with its terms, except as such enforceability may be limited by (i) bankruptcy, insolvency, reorganization, moratorium or other similar laws, now or hereafter in effect, relating to or limiting creditors' rights generally and (ii) general principles of equity (whether considered in an action in equity or at law) which provide, among other things, that the remedy of specific performance and injunctive and other forms of equity relief are subject to equitable defenses and the discretion of the court before which any proceedings therefor may be brought. (b) The Board of Directors of the Company has duly and validly approved and taken all corporate action required to be taken by such Warrantor’s board of directors and shareholders in order to authorize each respective Warrantor to enter into the Board of Directors Transaction Documents to which each such Warrantor is a party, and (only with respect to the Company) to issue the Purchased Shares at the Closing and the Conversion Shares, has been taken or will be taken prior to the Closing. With respect to each Warrantor (except for the approval and confirmation Founders), all action on the part of the transactions contemplated by this Agreement and the Tender Agreements, including, without limitation, all actions officers of each Warrantor necessary to render the provisions of Section 203 of the Delaware Law inapplicable to transactions contemplated by this Agreement or the Tender Agreements. No Oklahoma takeover statute or similar statute or regulation applies or purports to apply to the Parent, the Purchaser, the Merger, this Agreement, the Tender Agreements or any of the transactions contemplated by this Agreement or the Tender Agreements in connection with the transactions contemplated by this Agreement or the Tender Agreements. (c) The Board of Directors of the Company has duly and validly approved and taken all corporate actions required to be taken by the Board of Directors for the approval of the amendments to the Amended and Restated Certificate of Incorporation of the Company (which amendments are attached as Exhibit B hereto) (the "Charter Amendment"). The stockholders of the Company have duly and validly approved the Charter Amendment. Subject to (i) the provisions of the Exchange Act relating to the distribution of an information statement to the stockholders of the Company and (ii) the filing of a certificate of amendment ("Certificate of Amendment") with the Secretary of State of the State of Delaware, no further action is required to make effective the Charter Amendment. The execution and delivery of the Tender AgreementsTransaction Documents, the tender performance of shares all obligations of Common Stock pursuant such Warrantor under the Transaction Documents to be performed as of the Closing, and (only with respect to the Offer Company) the issuance and the grant delivery of the options contemplated by the Tender Agreements do not conflict with Article Fifth of the Amended and Restated Certificate of Incorporation of the Company, and upon the effectiveness of the Charter Amendment neither the purchase of shares of Common Stock pursuant Purchased Shares has been taken or will be taken prior to the Offer nor Closing. The Transaction Documents, when executed and delivered by each Warrantor, shall constitute valid and legally binding obligations of each Warrantor, enforceable against each Warrantor in accordance with their respective terms except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, or other laws of general application relating to or affecting the exercise enforcement of creditors’ rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remedies, or (iii) to the extent the indemnification provisions contained in the Shareholders’ Agreement may be limited by applicable securities laws. The issuance of any Preferred Shares or Conversion Shares is not subject to any preemptive rights or rights of first refusal, or if any such options under preemptive rights or rights of first refusal exist, waiver of such rights has been obtained from the Tender Agreement will violate holders thereof. For the Amended and Restated Certificate purpose only of Incorporation of the Company.this Agreement, “reserve,”

Authorization. (a) The Company Company, or Cartesian, as applicable, has all necessary the requisite corporate power and authority to enter into into, execute and deliver this Agreement and will at each of the Closing have taken all necessary corporate action, including stockholder consent or approval (if necessary), other Transaction Documents to which it is a party and to consummate the transactions contemplated hereby and to perform its obligations hereunderthereby. The execution and delivery by Company, or Cartesian, as applicable, of this Agreement and each of the other Transaction Documents to which it is a party, the issuance, sale and delivery of the Note and the Warrants by Company or Cartesian, as applicable, the compliance by Company or Cartesian, as applicable, with each of the provisions of this Agreement and each of the other Transaction Documents to which it is a party (including the reservation, issuance and sale of the Warrant Shares in accordance with the terms of the Warrants), and the consummation by Company or Cartesian, as applicable, of the transactions contemplated hereby and thereby (a) are within the corporate power and authority of Company and Cartesian, as applicable (including such approval and authorization by the Company Board required under the Laws of the State of Delaware and Company’s certificate of incorporation and bylaws and such approval and authorization by the Board of Directors of Cartesian required under the Laws of England and Wales and the performance organizational documents of its obligations hereunder Cartesian,) and (b) have been duly and validly authorized by the Board all necessary corporate action of Directors of the Company andand Cartesian, other than the approval as applicable, and adoption of this Agreement by the requisite vote of the Company's stockholders, no other corporate proceedings on the part of Company or Cartesian, as applicable, pursuant to Law or otherwise are necessary to authorize the Company are necessary, and this Agreement has been duly executed and delivered by the Company and (assuming the valid authorization, execution and delivery of this Agreement and each of the other Transaction Documents to which it is a party or to consummate the transactions contemplated hereunder or thereunder. This Agreement has been, and each of the other Transaction Documents to which Company or Cartesian is a party, when executed and delivered by Company or Cartesian, as applicable, shall be, duly and validly executed and delivered by Company or Cartesian, as applicable. Assuming due authorization, execution and delivery by Purchaser or Elutions - Europe, as applicable, of the Parent Transaction Documents to which it is a party, this Agreement constitutes, and the Purchaser) constitutes each of such other Transaction Documents when executed and delivered by Company or Cartesian, as applicable, shall constitute, a valid and binding obligation agreement of the Company or Cartesian, as applicable, enforceable against it Company or Cartesian, as applicable, in accordance with its terms, except as such to the extent enforceability may be limited by (i) bankruptcy, insolvency, reorganization, moratorium or and other similar laws, laws (including court decisions) now or hereafter in effect, relating to effect and affecting the rights and remedies of creditors generally or limiting creditors' rights providing for the relief of debtors generally and (ii) general principles of equity (regardless of whether considered such remedies are sought in an action a proceeding in equity equity, admiralty or at law) which provide, among other things, that the remedy of specific performance and injunctive and other forms of equity relief are subject to equitable defenses and the discretion of the court before which any proceedings therefor may be brought). (b) The Company Board has taken all necessary action to approve, and has approved, for the purposes of Directors Section 203 of the Company has duly Delaware General Corporation Law, this Agreement and validly approved the other Transaction Documents and taken all corporate action required to be taken by the Board of Directors for the approval and confirmation of the transactions contemplated by this Agreement and the Tender Agreements, including, without limitation, all actions necessary to render other Transactions Documents that will result in Elutions becoming an interested stockholder for the provisions purposes of Section 203 of the Delaware Law inapplicable to transactions contemplated by this Agreement or the Tender Agreements. No Oklahoma takeover statute or similar statute or regulation applies or purports to apply to the Parent, the Purchaser, the Merger, this Agreement, the Tender Agreements or any of the transactions contemplated by this Agreement or the Tender Agreements in connection with the transactions contemplated by this Agreement or the Tender AgreementsGeneral Corporation Law. (c) The Board of Directors of the Company has duly and validly approved and taken all corporate actions required to be taken by the Board of Directors for the approval of the amendments to the Amended and Restated Certificate of Incorporation of the Company (which amendments are attached as Exhibit B hereto) (the "Charter Amendment"). The stockholders of the Company have duly and validly approved the Charter Amendment. Subject to (i) the provisions of the Exchange Act relating to the distribution of an information statement to the stockholders of the Company and (ii) the filing of a certificate of amendment ("Certificate of Amendment") with the Secretary of State of the State of Delaware, no further action is required to make effective the Charter Amendment. The execution and delivery of the Tender Agreements, the tender of shares of Common Stock pursuant to the Offer and the grant of the options contemplated by the Tender Agreements do not conflict with Article Fifth of the Amended and Restated Certificate of Incorporation of the Company, and upon the effectiveness of the Charter Amendment neither the purchase of shares of Common Stock pursuant to the Offer nor the exercise of any such options under the Tender Agreement will violate the Amended and Restated Certificate of Incorporation of the Company.

Authorization. (a) The Company has all necessary All corporate power and authority to enter into this Agreement and will at the Closing have taken all necessary corporate action, including stockholder consent or approval (if necessary), to consummate the transactions contemplated hereby and to perform its obligations hereunder. The execution and delivery of this Agreement by the Company and the performance of its obligations hereunder have been duly and validly authorized by the Board of Directors of the Company and, other than the approval and adoption of this Agreement by the requisite vote of the Company's stockholders, no other corporate proceedings action on the part of the Company are necessary------------- necessary for the authorization, execution, delivery, and performance of this Agreement, the Warrant Certificates, the Investors' Rights Agreement has by and among the Company and the Purchasers in the form attached as Exhibit "D" hereto (the "Investors' Rights Agreement"), and all other agreements executed in connection with the transactions contemplated hereby (the Warrant Certificates, Investors' Rights Agreement, and such other agreements contemplated hereby being sometimes hereinafter referred to individually as an "Ancillary Agreement" and collectively as the "Ancillary Agreements") by the Company, the authorization, designation, issuance, sale, and delivery of the Preferred Shares, the Warrants, the Conversion Shares, and the Warrant Shares and the performance of all of the Company's obligations hereunder and thereunder have been duly taken or will be taken prior to the Closing. This Agreement and each of the Ancillary Agreements, when executed and delivered by the Company and (assuming the valid authorizationCompany, execution and delivery of this Agreement by the Parent and the Purchaser) constitutes will constitute a valid and legally binding obligation of the Company Company, enforceable against it the Company in accordance with its terms, except as such enforceability may be limited by subject to (i) laws of general application relating to bankruptcy, insolvency, reorganizationand the relief of debtors, moratorium or other similar laws, now or hereafter in effect, relating to or limiting creditors' rights generally and (ii) general principles rules of equity (whether considered in an action in equity law governing specific performance, injunctive relief, or at law) which provideother equitable remedies. The Preferred Shares, among other thingsthe Conversion Shares, that the remedy of specific performance and injunctive and other forms of equity relief are subject to equitable defenses and the discretion of the court before which any proceedings therefor may be brought. (b) The Board of Directors of the Company has duly and validly approved and taken all corporate action required to be taken by the Board of Directors for the approval and confirmation of the transactions contemplated by this Agreement and the Tender Agreements, including, without limitation, all actions necessary to render the provisions of Section 203 of the Delaware Law inapplicable to transactions contemplated by this Agreement or the Tender Agreements. No Oklahoma takeover statute or similar statute or regulation applies or purports to apply to the Parent, the Purchaser, the Merger, Warrant Shares when issued in accordance with this Agreement, the Tender Agreements Articles, the Certificate of Designation, and the Warrant Certificates, as applicable, will be duly authorized, validly issued, fully paid, and nonassessable, and will have the designations, preferences, limitations, restrictions, and relative rights set forth in the Articles and the Certificate of Designation. The Preferred Shares, the Conversion Shares, and the Warrant Shares, when issued, will be free of any liens, claims, encumbrances, or any restrictions on transfer, except for restrictions imposed by the Investors' Rights Agreement. The Preferred Shares, the Conversion Shares, and the Warrant Shares are not and will not become as a result of the transactions contemplated by this Agreement Closing subject to any preemptive rights or the Tender Agreements in connection with the transactions contemplated by this Agreement or the Tender Agreementsrights of first refusal. (c) The Board of Directors of the Company has duly and validly approved and taken all corporate actions required to be taken by the Board of Directors for the approval of the amendments to the Amended and Restated Certificate of Incorporation of the Company (which amendments are attached as Exhibit B hereto) (the "Charter Amendment"). The stockholders of the Company have duly and validly approved the Charter Amendment. Subject to (i) the provisions of the Exchange Act relating to the distribution of an information statement to the stockholders of the Company and (ii) the filing of a certificate of amendment ("Certificate of Amendment") with the Secretary of State of the State of Delaware, no further action is required to make effective the Charter Amendment. The execution and delivery of the Tender Agreements, the tender of shares of Common Stock pursuant to the Offer and the grant of the options contemplated by the Tender Agreements do not conflict with Article Fifth of the Amended and Restated Certificate of Incorporation of the Company, and upon the effectiveness of the Charter Amendment neither the purchase of shares of Common Stock pursuant to the Offer nor the exercise of any such options under the Tender Agreement will violate the Amended and Restated Certificate of Incorporation of the Company.

Authorization. (a) The Company Each of the Selling Stockholders has all necessary corporate power power, authority and authority capacity to enter into this Agreement, the Escrow Agreement and will at the Closing have taken all necessary corporate actionStockholders Agreement, including stockholder consent or approval (if necessary)and the other documents and instruments to be delivered by him pursuant to this Agreement, the Escrow Agreement and the Stockholders Agreement, and, as applicable, to consummate the sale of such Selling Stockholder's shares of the Purchased Stock and the other transactions contemplated hereby and thereby to perform its obligations hereunderbe consummated by him. The execution and delivery by Parent and Subsidiary, as the case may be, of this Agreement the Note Purchase Agreements, the Stockholders Agreement, the Escrow Agreement, the Employment Agreements and all instruments, documents and agreements contemplated hereby and thereby to be executed by or on behalf of Parent and Subsidiary, as the Company and the performance of its obligations hereunder case may be, have been or will be at the Closing duly and validly authorized by the Board of Directors of the Company and, other than the approval and adoption of this Agreement by the requisite vote of the Company's stockholders, no other all necessary corporate proceedings action on the part of Parent and Subsidiary, as the Company are necessarycase may be. This Agreement, the Note Purchase Agreements, the Stockholders Agreement, the Escrow Agreement, the Employment Agreements and this Agreement has been duly all other instruments, documents and agreements contemplated hereby and thereby to be executed and delivered by the Company and (assuming the valid authorization, execution and delivery of this Agreement by the Parent and Subsidiary, as the Purchasercase may be, or the Selling Stockholders have been or will be at the Closing duly and validly executed and delivered by each of Parent and Subsidiary, as the case may be, and the Selling Stockholders, as applicable, and constitute (or will constitute) constitutes a the valid and binding obligation of each of Parent and Subsidiary, as the Company enforceable against it in accordance with its termscase may be, except and the Selling Stockholders, as such enforceability may be limited by (i) applicable, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other insolvency and similar laws, now or hereafter laws from time to time in effect, relating effect and subject to or limiting creditors' rights generally and (ii) general principles of equity (whether considered in an action in equity or at law) which provide, among other things, that the remedy of specific performance and injunctive and other forms of equity relief are subject to equitable defenses and the discretion of the court before which any proceedings therefor may be broughtjudicial discretion. (b) The Board of Directors of the Company has duly and validly approved and taken all corporate action required to be taken by the Board of Directors for the approval and confirmation of the transactions contemplated by this Agreement and the Tender Agreements, including, without limitation, all actions necessary to render the provisions of Section 203 of the Delaware Law inapplicable to transactions contemplated by this Agreement or the Tender Agreements. No Oklahoma takeover statute or similar statute or regulation applies or purports to apply to the Parent, the Purchaser, the Merger, this Agreement, the Tender Agreements or any of the transactions contemplated by this Agreement or the Tender Agreements in connection with the transactions contemplated by this Agreement or the Tender Agreements. (c) The Board of Directors of the Company has duly and validly approved and taken all corporate actions required to be taken by the Board of Directors for the approval of the amendments to the Amended and Restated Certificate of Incorporation of the Company (which amendments are attached as Exhibit B hereto) (the "Charter Amendment"). The stockholders of the Company have duly and validly approved the Charter Amendment. Subject to (i) the provisions of the Exchange Act relating to the distribution of an information statement to the stockholders of the Company and (ii) the filing of a certificate of amendment ("Certificate of Amendment") with the Secretary of State of the State of Delaware, no further action is required to make effective the Charter Amendment. The execution and delivery of the Tender Agreements, the tender of shares of Common Stock pursuant to the Offer and the grant of the options contemplated by the Tender Agreements do not conflict with Article Fifth of the Amended and Restated Certificate of Incorporation of the Company, and upon the effectiveness of the Charter Amendment neither the purchase of shares of Common Stock pursuant to the Offer nor the exercise of any such options under the Tender Agreement will violate the Amended and Restated Certificate of Incorporation of the Company.

Authorization. (ai) The Each of the Shareholders, Royal Hospitality, the Company and Surgi-Pack has all necessary corporate the right, power and authority to enter into this Agreement and will at each other agreement, instrument or other document required to be executed by such party hereunder, including, but not limited to, the Closing have taken documents listed in Section 10.1 to be delivered by the Shareholders, the Company and Surgi-Pack to Buyer (collectively, the "Other Agreements") and subject in each instance to obtaining all necessary corporate action, including stockholder consent or approval (if necessary), consents and approvals as contemplated herein to consummate the transactions contemplated hereby by, and otherwise to comply with and perform its obligations hereunder. under, this Agreement and Other Agreements; (ii) The Warrantholder has the right, power and authority to enter into this Agreement, subject to obtaining all necessary consents and approvals as contemplated herein to consummate the transactions contemplated by, and otherwise to comply with and perform its obligations under, this Agreement. (iii) The execution and delivery by Royal Hospitality, the Company and Surgi-Pack of this Agreement and the Other Agreements to which it is a party, and the consummation by Royal Hospitality, the Company and Surgi-Pack of the transactions contemplated by, and other compliance with and performance of its obligations hereunder under, this Agreement and the Other Agreements to which it is a party have been duly and validly authorized by all necessary corporate action on the Board part of Directors Royal Hospitality, the Company or Surgi-Pack, as the case may be, in compliance with its governing documents (including its articles of incorporation and bylaws (as amended)), if applicable, and applicable law; (iv) The execution and delivery by the Warrantholder of this Agreement, and the consummation by the Warrantholder of the Company andtransactions contemplated by, and other than the approval compliance with and adoption performance of its obligations under, this Agreement have been duly authorized by the requisite vote of the Company's stockholders, no other corporate proceedings all necessary limited partnership action on the part of the Company are necessaryWarrantholder, in compliance with its governing documents (including any partnership agreement (as amended)), if applicable, and this applicable law; (v) This Agreement has been duly executed and delivered by the Other Agreements to which a Shareholder, Royal Hospitality, the Company and (assuming or Surgi-Pack is a party constitute the valid authorization, execution and delivery of this Agreement by the Parent and the Purchaser) constitutes a valid and binding obligation agreements of that party that are enforceable against it in accordance with their respective terms, except to the extent that such enforceability may be limited by (A) the effect of any applicable bankruptcy, insolvency, reorganization, moratorium, rehabilitation or similar laws relating to the enforcement of creditors' rights generally, (B) the availability of the Company remedies of specific performance or injunctive relief which may be subject to the discretion of the court before which any proceeding for such remedies may be brought, or (C) the exercise by any court of its discretion in invoking general principles of equity; and (vi) This Agreement constitutes the valid and binding agreement of the Warrantholder enforceable against it in accordance with its terms, except as to the extent that such enforceability may be limited by (iA) the effect of any applicable bankruptcy, insolvency, reorganization, moratorium moratorium, rehabilitation or other similar laws, now or hereafter in effect, laws relating to or limiting the enforcement of creditors' rights generally and generally, (iiB) general principles the availability of equity (whether considered in an action in equity or at law) which provide, among other things, that the remedy remedies of specific performance and or injunctive and other forms of equity relief are which may be subject to equitable defenses and the discretion of the court before which any proceedings therefor proceeding for such remedies may be brought. , or (b) The Board of Directors of the Company has duly and validly approved and taken all corporate action required to be taken by the Board of Directors for the approval and confirmation of the transactions contemplated by this Agreement and the Tender Agreements, including, without limitation, all actions necessary to render the provisions of Section 203 of the Delaware Law inapplicable to transactions contemplated by this Agreement or the Tender Agreements. No Oklahoma takeover statute or similar statute or regulation applies or purports to apply to the Parent, the Purchaser, the Merger, this Agreement, the Tender Agreements or any of the transactions contemplated by this Agreement or the Tender Agreements in connection with the transactions contemplated by this Agreement or the Tender Agreements. (c) The Board of Directors of the Company has duly and validly approved and taken all corporate actions required to be taken by the Board of Directors for the approval of the amendments to the Amended and Restated Certificate of Incorporation of the Company (which amendments are attached as Exhibit B hereto) (the "Charter Amendment"). The stockholders of the Company have duly and validly approved the Charter Amendment. Subject to (iC) the provisions exercise by any court of the Exchange Act relating to the distribution its discretion in invoking general principles of an information statement to the stockholders of the Company and (ii) the filing of a certificate of amendment ("Certificate of Amendment") with the Secretary of State of the State of Delaware, no further action is required to make effective the Charter Amendment. The execution and delivery of the Tender Agreements, the tender of shares of Common Stock pursuant to the Offer and the grant of the options contemplated by the Tender Agreements do not conflict with Article Fifth of the Amended and Restated Certificate of Incorporation of the Company, and upon the effectiveness of the Charter Amendment neither the purchase of shares of Common Stock pursuant to the Offer nor the exercise of any such options under the Tender Agreement will violate the Amended and Restated Certificate of Incorporation of the Companyequity.

Authorization. (a1) The Company has all necessary the corporate power and authority to enter into or issue, as applicable, this Agreement Agreement, and will at the Closing have taken all necessary corporate actionCommon Stock, including stockholder consent or approval (if necessary)and to carry out its obligations hereunder. The execution, to consummate delivery and performance, as applicable, of this Agreement, and the Common Stock by the Company and the consummation of the transactions contemplated hereby and to perform its obligations hereunder. The execution and delivery of this Agreement by the Company and the performance of its obligations hereunder thereby have been duly and validly authorized by the Board of Directors of Directors. This Agreement has been duly and validly executed, issued and delivered, as applicable, by the Company and, other than the approval and adoption of this Agreement by the requisite vote of the Company's stockholders, no other corporate proceedings on the part of the Company are necessary, and this Agreement has been duly executed and delivered by the Company and (assuming the valid due authorization, execution and delivery of this Agreement by the Parent and the Purchaser) constitutes Investor, is a valid and binding obligation of the Company enforceable against it the Company in accordance with its terms, except as such enforceability may be limited by (i) bankruptcy, insolvency, reorganizationmoratorium, moratorium reorganizations, fraudulent transfer or other similar laws, now or hereafter in effect, laws relating to or limiting creditors' rights affecting creditors generally and (ii) or by general equitable principles of equity (whether considered in an action applied in equity or at law) which provide). To the Company’s knowledge, among other things, that the remedy of specific performance and injunctive and other forms of equity relief are subject to equitable defenses and the discretion of the court before which any proceedings therefor may be brought. (b) The Board of Directors of the Company has duly and validly approved and taken all corporate action required to be taken by the Board of Directors for the approval and confirmation of the transactions contemplated by this Agreement and the Tender Agreements, including, without limitation, all actions necessary to render the provisions of Section 203 of the Delaware Law inapplicable to transactions except as contemplated by this Agreement or as Previously Disclosed, no notice to, filing with, exemption or review by, or authorization, consent or approval of, any Governmental Entity is required to be made or obtained by the Tender AgreementsInvestor in connection with the consummation by the Investor of its purchase of the Common Stock as contemplated by this Agreement. No Oklahoma takeover statute or similar statute or regulation applies or purports The Common Stock to apply to be issued has been duly authorized for issuance by the ParentCompany and, when duly issued and delivered by the Purchaser, the Merger, Company against payment therefor in accordance with this Agreement, will be duly and validly issued, fully paid and nonassessable, shall not subject the Tender Agreements holders thereof to personal liability and the issuance thereof will not be subject to any preemptive or other similar rights. No other corporate proceedings are necessary for the execution, issuance and delivery, as applicable, by the Company of this Agreement, and the issuance of the Common Stock, the performance by it of its obligations hereunder and thereunder or the consummation by it of the transactions contemplated hereby and thereby. The Board of Directors has resolved that the transactions contemplated hereby are in the best interests of stockholders of the Company. (2) Neither the execution, issue, delivery and performance, as applicable, by the Company of this Agreement, and the Common Stock, nor the consummation of the transactions contemplated hereby and thereby, nor compliance by the Company with any of the provisions thereof, shall (i) violate, conflict with, or result in a breach of any provision of or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination of, or accelerate the performance required by, or result in a right of termination or acceleration of, or result in the creation of, any Lien, upon any of the properties or assets of the Company or the Bank under any of the terms, conditions or provisions of (A) its articles of incorporation or bylaws (or similar governing documents) or (B) any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which the Company or the Bank is a party or by which it may be bound, or to which the Company or the Bank or any of the transactions contemplated by this Agreement properties or the Tender Agreements in connection with the transactions contemplated by this Agreement or the Tender Agreements. (c) The Board of Directors assets of the Company has duly or the Bank may be subject, or (ii) subject to compliance with the statutes and validly approved and taken all corporate actions required regulations referred to be taken by the Board of Directors for the approval of the amendments in Section 2.2(e) below, violate any ordinance, permit, concession, grant, franchise, law, statute, rule or regulation or any judgment, ruling, order, writ, injunction or decree applicable to the Amended and Restated Certificate Company or the Bank or any of Incorporation their respective properties or assets except in the case of the Company clauses (which amendments are attached as Exhibit B heretoi)(B) (the "Charter Amendment"). The stockholders of the Company have duly and validly approved the Charter Amendment. Subject to (i) the provisions of the Exchange Act relating to the distribution of an information statement to the stockholders of the Company and (ii) the filing of for such violations, conflicts and breaches as would not reasonably be expected to have a certificate of amendment ("Certificate of Amendment") with the Secretary of State of the State of Delaware, no further action is required to make effective the Charter Amendment. The execution and delivery of the Tender Agreements, the tender of shares of Common Stock pursuant to the Offer and the grant of the options contemplated by the Tender Agreements do not conflict with Article Fifth of the Amended and Restated Certificate of Incorporation of the Company, and upon the effectiveness of the Charter Amendment neither the purchase of shares of Common Stock pursuant to the Offer nor the exercise of any such options under the Tender Agreement will violate the Amended and Restated Certificate of Incorporation of the CompanyMaterial Adverse Effect.

Authorization. (a1) The Company has all necessary the corporate power and authority to enter into this Agreement and will at the Closing have taken all necessary corporate action, including stockholder consent or approval (if necessary), to consummate the transactions contemplated hereby and to perform carry out its obligations hereunder. The execution execution, delivery and delivery performance of this Agreement by the Company and the performance consummation of its obligations hereunder the transactions contemplated hereby have been duly and validly unanimously authorized by the Board board of Directors directors of the Company and, other than (the approval and adoption “Board of this Agreement by the requisite vote of the Company's stockholders, no other corporate proceedings on the part of the Company are necessary, and this Directors”). This Agreement has been duly and validly executed and delivered by the Company and (and, assuming the valid due authorization, execution and delivery of this Agreement by the Parent and the Purchaser) constitutes , is a valid and binding obligation of the Company enforceable against it the Company in accordance with its terms, terms (except as such enforceability enforcement may be limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium or other moratorium, fraudulent transfer and similar laws, now or hereafter in effect, laws of general applicability relating to or limiting affecting creditors' ’ rights generally or by general equity principles). No other corporate proceedings are necessary for the execution and delivery by the Company of this Agreement, the performance by it of its obligations hereunder or the consummation by it of the transactions contemplated hereby, subject, in the case of the authorization and issuance of the shares of Common Stock to be issued on conversion or exercise of the Convertible Preferred Stock or the Warrant to be purchased or acquired under this Agreement, to receipt of the approval by the Company’s stockholders of the Stockholder Proposals. The only vote of the stockholders of the Company required to approve (i) the conversion of the Convertible Preferred Stock into, and exercise of the Warrant for, Common Stock for purposes of Section 312.03 of the NYSE Listed Company Manual, is a majority of the votes cast on such proposal, provided that the total vote cast on the proposal represents over 50% in interest of all securities entitled to vote on the proposal and (ii) general principles of equity (whether considered in an action in equity or at law) which provide, among other things, that the remedy of specific performance and injunctive and other forms of equity relief are subject to equitable defenses and the discretion amendment of the court before Certificate of Incorporation to increase the number of authorized shares of Common Stock to at least such number as shall be sufficient to permit the full conversion of the Convertible Preferred Stock into, and exercise of the Warrant for, Common Stock, is the affirmative vote of the holders of not less than a majority of the outstanding Common Stock. To the Company’s knowledge, all shares of Common Stock outstanding on the record date for a meeting at which any proceedings therefor may a vote is taken with respect to the Stockholder Proposals shall be broughteligible to vote on such proposals. (b2) The Board of Directors of Neither the execution and delivery by the Company has duly and validly approved and taken all corporate action required to be taken by of this Agreement, nor the Board of Directors for the approval and confirmation consummation of the transactions contemplated hereby, nor compliance by this Agreement and the Tender Agreements, Company with any of the provisions hereof (including, without limitation, all actions necessary to render the conversion or exercise provisions of Section 203 the Convertible Preferred Stock or the Warrant), will (A) violate, conflict with, or result in a breach of any provision of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination of, or result in the loss of any benefit or creation of any right on the part of any third party under, or accelerate the performance required by, or result in a right of termination or acceleration of, or result in the creation of any Lien upon any of the Delaware Law inapplicable material properties or assets of the Company or any Company Subsidiary under any of the terms, conditions or provisions of (i) subject in the case of the authorization and issuance of the shares of Common Stock to transactions contemplated by this Agreement be issued on conversion or exercise of the Convertible Preferred Stock or the Tender Agreements. No Oklahoma takeover statute or similar statute or regulation applies or purports Warrant to apply to the Parent, the Purchaser, the Merger, be purchased under this Agreement, to receipt of the Tender Agreements approval by the Company’s stockholders of the Stockholder Proposals, its Certificate of Incorporation or bylaws (or similar governing documents) or the certificate of incorporation, charter, bylaws or other governing instrument of any Company Significant Subsidiary or (ii) any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which the Company or any Company Significant Subsidiary is a party or by which it may be bound, or to which the Company or any Company Significant Subsidiary or any of the transactions contemplated by this Agreement properties or the Tender Agreements in connection with the transactions contemplated by this Agreement or the Tender Agreements. (c) The Board of Directors assets of the Company has duly or any Company Subsidiary may be subject, or (B) subject to compliance with the statutes and validly approved and taken all corporate actions required regulations referred to be taken by the Board of Directors for the approval of the amendments in Section 2.2(e), violate any law, statute, ordinance, rule, regulation, permit, concession, grant, franchise or any judgment, ruling, order, writ, injunction or decree applicable to the Amended and Restated Certificate Company or any Company Subsidiary or any of Incorporation their respective properties or assets except in the case of the Company clauses (which amendments are attached as Exhibit B heretoA)(ii) (the "Charter Amendment"). The stockholders of the Company have duly and validly approved the Charter Amendment. Subject to (i) the provisions of the Exchange Act relating to the distribution of an information statement to the stockholders of the Company and (iiB) the filing of for such violations, conflicts and breaches as would not reasonably be expected to have a certificate of amendment ("Certificate of Amendment") with the Secretary of State of the State of Delaware, no further action is required to make effective the Charter Amendment. The execution and delivery of the Tender Agreements, the tender of shares of Common Stock pursuant to the Offer and the grant of the options contemplated by the Tender Agreements do not conflict with Article Fifth of the Amended and Restated Certificate of Incorporation of the Company, and upon the effectiveness of the Charter Amendment neither the purchase of shares of Common Stock pursuant to the Offer nor the exercise of any such options under the Tender Agreement will violate the Amended and Restated Certificate of Incorporation of the CompanyMaterial Adverse Effect.

Authorization. (a) The Company 4.2.1 Seller has all necessary requisite corporate power and authority authority, and has taken all corporate action necessary, to enter into own, lease and operate the Assets, to conduct the Business as it is presently being conducted, to execute and deliver this Agreement and each Ancillary Agreements to which it will at the Closing have taken all necessary corporate action, including stockholder consent or approval (if necessary)be a party, to consummate the transactions contemplated hereby and thereby and to perform its obligations hereunderhereunder and thereunder. The execution and delivery of this Agreement by the Company and the performance of its obligations hereunder have been duly and validly authorized by the Board of Directors of the Company and, other than the approval and adoption of this Agreement by the requisite vote of the Company's stockholders, no other corporate proceedings on the part of the Company are necessary, and this This Agreement has been duly executed and delivered by the Company Seller and (assuming the valid authorizationis a legal, execution and delivery of this Agreement by the Parent and the Purchaser) constitutes a valid and binding obligation of the Company Seller enforceable against it in accordance with its terms. Following their execution and delivery by Seller and the other parties thereto each of the Ancillary Agreements and other documents delivered by Seller at Closing will be a legal, except as such enforceability may be limited by (i) bankruptcyvalid and binding obligation of Seller, insolvencyenforceable against it in accordance with their terms. 4.2.2 Each Seller Stockholder possesses the legal capacity to execute and deliver this Agreement and each Ancillary Agreement to which he or she is a party, reorganizationto perform his or her obligations thereunder, moratorium or other similar laws, now or hereafter in effect, relating and to consummate the transactions contemplated hereby and thereby. No Seller Stockholder is subject to or limiting creditors' rights generally and (ii) general principles obligated under, any provision of equity (whether considered in an action in equity any agreement, arrangement or at understanding or any law) , regulation, order, judgment or decree, which providewould be breached or violated by the execution, among other thingsdelivery, that the remedy performance of specific performance and injunctive and other forms of equity relief are subject to equitable defenses this Agreement and the discretion of the court before which any proceedings therefor may be brought. (b) The Board of Directors of the Company has duly and validly approved and taken all corporate action required to be taken consummation by the Board of Directors for the approval and confirmation each Seller Stockholder of the transactions contemplated hereby or which would result in any Encumbrance on the Assets. Except as set forth on Schedule 4.2, no authorization, consent or approval to or filing with, any public body, court or authority is necessary on the part of any Seller Stockholder for the consummation by each Seller Stockholder of the transaction contemplated by this Agreement and each Ancillary Agreement and each other document to which Seller Stockholder is a party. At the Tender AgreementsClosing, includingeach agreement and document delivered will be a legal, without limitationvalid, all actions necessary to render the provisions and binding obligation of Section 203 each Seller Stockholder enforceable against them in accordance with their terms. The Seller Stockholders own 100% of the Delaware Law inapplicable to transactions contemplated by this Agreement or capital stock of Seller, in the Tender Agreements. No Oklahoma takeover statute or similar statute or regulation applies or purports to apply to the Parentamounts set forth on Schedule 4.2, the Purchaser, the Merger, this Agreement, the Tender Agreements or any free and clear of the transactions contemplated by this Agreement or the Tender Agreements in connection with the transactions contemplated by this Agreement or the Tender Agreements. (c) The Board of Directors of the Company has duly and validly approved and taken all corporate actions required to be taken by the Board of Directors for the approval of the amendments to the Amended and Restated Certificate of Incorporation of the Company (which amendments are attached as Exhibit B hereto) (the "Charter Amendment"). The stockholders of the Company have duly and validly approved the Charter Amendment. Subject to (i) the provisions of the Exchange Act relating to the distribution of an information statement to the stockholders of the Company and (ii) the filing of a certificate of amendment ("Certificate of Amendment") with the Secretary of State of the State of Delaware, no further action is required to make effective the Charter Amendment. The execution and delivery of the Tender Agreements, the tender of shares of Common Stock pursuant to the Offer and the grant of the options contemplated by the Tender Agreements do not conflict with Article Fifth of the Amended and Restated Certificate of Incorporation of the CompanyEncumbrances, and upon the effectiveness there are no warrants, options or rights in any third party to acquire any capital stock of the Charter Amendment neither the purchase of shares of Common Stock pursuant to the Offer nor the exercise of any such options under the Tender Agreement will violate the Amended and Restated Certificate of Incorporation of the CompanySeller.

Authorization. (a) The Company Each of OTF, Acquisition Sub and Name Change Merger Sub has all necessary corporate requisite power and authority to enter into execute and deliver this Agreement Agreement, to perform its obligations hereunder and will at the Closing have taken all necessary corporate action, including stockholder consent or approval (if necessary), to consummate the transactions contemplated hereby and to perform its obligations hereunderhereby. The execution and delivery of this Agreement by the Company OTF, Acquisition Sub and Name Change Merger Sub and the performance consummation by OTF, Acquisition Sub and Name Change Merger Sub of its obligations hereunder the transactions contemplated hereby have been duly and validly authorized by the Board of Directors of the Company andall necessary corporate action by OTF, other than the approval Acquisition Sub and adoption of this Agreement by the requisite vote of the Company's stockholdersName Change Merger Sub, respectively, and no other corporate proceedings on the part of the Company are necessaryOTF, Acquisition Sub and Name Change Merger Sub, respectively, and no stockholder vote or consent is necessary to authorize this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by the Company OTF, Acquisition Sub and (assuming the valid authorization, execution and delivery of this Agreement by the Parent and the Purchaser) constitutes a valid and binding obligation of the Company enforceable against it in accordance with its terms, except as such enforceability may be limited by (i) bankruptcy, insolvency, reorganization, moratorium or other similar laws, now or hereafter in effect, relating to or limiting creditors' rights generally and (ii) general principles of equity (whether considered in an action in equity or at law) which provide, among other things, that the remedy of specific performance and injunctive and other forms of equity relief are subject to equitable defenses and the discretion of the court before which any proceedings therefor may be brought. (b) The Board of Directors of the Company has duly and validly approved and taken all corporate action required to be taken by the Board of Directors for the approval and confirmation of the transactions contemplated by this Name Change Merger Sub. This Agreement and the Tender Agreements, including, without limitation, all actions necessary to render the provisions of Section 203 of the Delaware Law inapplicable to transactions contemplated by this Agreement or the Tender Agreements. No Oklahoma takeover statute or similar statute or regulation applies or purports to apply to the Parent, the Purchaser, the Merger, this Agreement, the Tender Agreements or any of the transactions contemplated by this Agreement or the Tender Agreements other agreements and obligations entered into and undertaken in connection with the transactions contemplated hereby to which OTF, Acquisition Sub or Name Change Merger Sub is a party constitute the valid and legally binding obligations of OTF, Acquisition Sub and Name Change Merger Sub, respectively, enforceable against OTF, Acquisition Sub and Name Change Merger Sub, respectively, in accordance with their terms, except as may be limited by principles of equity or applicable bankruptcy, reorganization, insolvency, moratorium, fraudulent conveyance or other similar laws relating to or affecting the rights and remedies of creditors generally. The execution, delivery and performance by OTF, Acquisition Sub and Name Change Merger Sub of this Agreement and the agreements provided for herein, and the consummation by OTF, Acquisition Sub and Name Change Merger Sub of the transactions contemplated hereby and thereby, will not, with or without the giving of notice or the Tender Agreements. (c) The Board passage of Directors of the Company has duly and validly approved and taken all corporate actions required to be taken by the Board of Directors for the approval of the amendments to the Amended and Restated Certificate of Incorporation of the Company (which amendments are attached as Exhibit B hereto) (the "Charter Amendment"). The stockholders of the Company have duly and validly approved the Charter Amendment. Subject to (i) time or both, violate the provisions of the Exchange Act relating to Articles of Incorporation or Bylaws of OTF, the distribution Articles of an information statement to Incorporation or Bylaws of Acquisition Sub, or the stockholders Articles of the Company and Incorporation or Bylaws of Name Change Merger Sub or (i) violate any judgment, decree, order or award of any court, governmental body or arbitrator; (ii) the filing of a certificate of amendment ("Certificate of Amendment") with the Secretary of State of the State of Delaware, no further action is required to make effective the Charter Amendment. The execution and delivery of the Tender Agreements, the tender of shares of Common Stock pursuant to the Offer and the grant of the options contemplated by the Tender Agreements do not conflict with Article Fifth or result in the breach or termination of any term or provision of, or constitute a default under, or cause any acceleration under, or cause the Amended and Restated Certificate creation of Incorporation of the Companyany lien, and charge or encumbrance upon the effectiveness properties or assets of OTF, Acquisition Sub or Name Change Merger Sub pursuant to, any indenture, mortgage, deed of trust or other instrument or agreement to which OTF, Acquisition Sub or Name Change Merger Sub is a party or by which OTF, Acquisition Sub or Name Change Merger Sub or any of their respective properties is or may be bound; or (iii) to OTF’s, Acquisition Sub’s or Name Change Merger Sub’s Knowledge, violate the Charter Amendment neither the purchase of shares of Common Stock pursuant to the Offer nor the exercise provisions of any law, rule or regulation applicable to OTF, Acquisition Sub or Name Change Merger Sub, except where such options under the Tender Agreement will violate the Amended and Restated Certificate of Incorporation of the Companyviolation would not reasonably be expected to have an Adverse Effect.

Authorization. (a) The Company Seller has all necessary the requisite corporate power and authority to enter into execute, deliver and perform this Agreement and will at the Closing have taken all necessary corporate actionand, including stockholder consent or approval (if necessary)subject to receipt of Stockholder Approval, to consummate the transactions contemplated hereby and to perform its obligations hereunderClosing. The execution execution, delivery and delivery performance by Seller of this Agreement by the Company and the performance consummation by Seller of its obligations hereunder the Closing have been duly and validly authorized by the Board of Directors of the Company andSeller, other than the approval and adoption of this Agreement by the requisite vote of the Company's stockholders, no other corporate proceedings action on the part of Seller is necessary to authorize the Company are necessaryexecution, delivery and this Agreement has been duly executed and delivered performance by the Company and (assuming the valid authorization, execution and delivery Seller of this Agreement or the consummation by the Parent and the Purchaser) constitutes a valid and binding obligation Seller of the Company enforceable against it Closing, subject in accordance with its terms, except as such enforceability may be limited by (i) bankruptcy, insolvency, reorganization, moratorium or other similar laws, now or hereafter in effect, relating to or limiting creditors' rights generally and (ii) general principles of equity (whether considered in an action in equity or at law) which provide, among other things, that the remedy of specific performance and injunctive and other forms of equity relief are subject to equitable defenses and the discretion case of the court before which any proceedings therefor may be broughtconsummation by Seller of the Closing to obtaining the Stockholder Approval. (b) The Seller’s Board of Directors, at a meeting duly called and held, has unanimously (i) approved and adopted this Agreement and approved the transactions contemplated hereby, (ii) determined that the transactions contemplated hereby are advisable, fair to, and in the best interests of Seller and its stockholders, and (iii) resolved to submit this Agreement to the stockholders of Seller for approval, file the Proxy Statement with the SEC and, subject to Section 5.4 hereof, recommend that the stockholders of Seller approve and adopt this Agreement. (c) Seller’s Board of Directors of has approved the Company has duly and validly approved Voting Agreements and taken all corporate necessary action required so that neither Section 203 of the Delaware General Corporation Law nor any “fair price,” “moratorium,” “control share acquisition” or other anti-takeover Law shall be applicable to this Agreement, the Voting Agreements or the transactions contemplated hereby or thereby and so that Purchaser will not be taken an “interested stockholder” (as such term is used in Section 203 of the Delaware General Corporation Law) with respect to Seller. (d) The affirmative vote (in person or by proxy) of the Board holders of Directors for at least a majority of the outstanding shares of common stock of Seller at the Stockholders Meeting, or any adjournment or postponement thereof, in favor of the approval of this Agreement and confirmation the transactions contemplated hereby (the “Stockholder Approval”) is the only vote or approval of the holders of any class or series of capital stock of Seller or any of its Subsidiaries that is necessary to approve this Agreement, approve the transactions contemplated hereby, and perform and consummate the transactions contemplated by this Agreement and the Tender Agreements, including, without limitation, all actions necessary to render the provisions of Section 203 of the Delaware Law inapplicable to transactions contemplated by this Agreement or the Tender Agreements. No Oklahoma takeover statute or similar statute or regulation applies or purports to apply to the Parent, the Purchaser, the Merger, this Agreement, the Tender Agreements or any of the transactions contemplated by this Agreement or the Tender Agreements in connection with the transactions contemplated by this Agreement or the Tender Agreements. (c) The Board of Directors of the Company has duly and validly approved and taken all corporate actions required to be taken by the Board of Directors for the approval of the amendments to the Amended and Restated Certificate of Incorporation of the Company (which amendments are attached as Exhibit B hereto) (the "Charter Amendment"). The stockholders of the Company have duly and validly approved the Charter Amendment. Subject to (i) the provisions of the Exchange Act relating to the distribution of an information statement to the stockholders of the Company and (ii) the filing of a certificate of amendment ("Certificate of Amendment") with the Secretary of State of the State of Delaware, no further action is required to make effective the Charter Amendment. The execution and delivery of the Tender Agreements, the tender of shares of Common Stock pursuant to the Offer and the grant of the options contemplated by the Tender Agreements do not conflict with Article Fifth of the Amended and Restated Certificate of Incorporation of the Company, and upon the effectiveness of the Charter Amendment neither the purchase of shares of Common Stock pursuant to the Offer nor the exercise of any such options under the Tender Agreement will violate the Amended and Restated Certificate of Incorporation of the Company.

Authorization. (a) The Subject only to the Requisite Member Vote, the Company has all necessary corporate full limited liability company power and authority to enter into execute and deliver this Agreement and will the Ancillary Agreements to which the Company is or, at the Closing have taken all necessary corporate actionClosing, including stockholder consent or approval will become a party (if necessaryeach, a “Company Ancillary Agreement”), to consummate the transactions contemplated hereby and to perform its obligations hereunderhereunder and thereunder and to consummate the Transactions. The execution and delivery of this Agreement by Except for obtaining the Company and the performance of its obligations hereunder have been duly and validly authorized by the Board of Directors of the Company and, other than the approval and adoption of this Agreement by the requisite vote of the Company's stockholdersRequisite Member Vote, no other corporate proceedings on the part of the Company are necessarynecessary to authorize the execution, delivery and performance by the Company of this Agreement and each Company Ancillary Agreement, or to consummate the Transactions. The Managing Members of the Company (the “Company Managing Members”) in compliance with the Company Operating Agreement and the CT Act have duly and validly (i) adopted and approved this Agreement and the Company Ancillary Agreements, and the execution, delivery and performance by the Company of its obligations hereunder and thereunder, (ii) declared the advisability of this Agreement and the Company Ancillary Agreements and (iii) resolved to recommend that the Company Members approve this Agreement, the Company Ancillary Agreements and the Merger, and none of the aforesaid actions by the Company Managing Members has been amended, rescinded or modified, and no other action on the part of the Company Managing Members is required to authorize the execution, delivery and performance of this Agreement and the Company Ancillary Agreement and the consummation of the Transactions. This Agreement has been, and the Company Ancillary Agreements have been or will be, as applicable, duly and validly executed and delivered by the Company and (and, assuming the valid due authorization, execution and delivery hereof (and, in the case of this Agreement the Company Ancillary Agreement, thereof) by Parent and/or the Parent and the Purchaser) other parties thereto, each constitutes or will constitute, as applicable, a legal, valid and binding obligation of the Company enforceable against it the Company in accordance with its respective terms, except as such the enforceability thereof may be limited by (i) bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar laws, now or hereafter in effect, Laws relating to or limiting the enforcement of creditors' ’ rights generally and (ii) by general principles of equity (whether considered in an action in equity or at law) which provide, among other things, that the remedy of specific performance and injunctive and other forms of equity relief are subject to equitable defenses and the discretion of the court before which any proceedings therefor may be broughtequity. (b) The Board of Directors of the Company has duly and validly approved and taken all corporate action required to be taken by the Board of Directors for the approval and confirmation of the transactions contemplated by this Agreement and the Tender Agreements, including, without limitation, all actions necessary to render the provisions of Section 203 of the Delaware Law inapplicable to transactions contemplated by this Agreement or the Tender Agreements. No Oklahoma takeover statute or similar statute or regulation applies or purports to apply to the Parent, the Purchaser, the Merger, this Agreement, the Tender Agreements or any of the transactions contemplated by this Agreement or the Tender Agreements in connection with the transactions contemplated by this Agreement or the Tender Agreements. (c) The Board of Directors of the Company has duly and validly approved and taken all corporate actions required to be taken by the Board of Directors for the approval of the amendments to the Amended and Restated Certificate of Incorporation of the Company (which amendments are attached as Exhibit B hereto) (the "Charter Amendment"). The stockholders of the Company have duly and validly approved the Charter Amendment. Subject to (i) the provisions of the Exchange Act relating to the distribution of an information statement to the stockholders of the Company and (ii) the filing of a certificate of amendment ("Certificate of Amendment") with the Secretary of State of the State of Delaware, no further action is required to make effective the Charter Amendment. The execution and delivery of the Tender Agreements, the tender of shares of Common Stock pursuant to the Offer and the grant of the options contemplated by the Tender Agreements do not conflict with Article Fifth of the Amended and Restated Certificate of Incorporation of the Company, and upon the effectiveness of the Charter Amendment neither the purchase of shares of Common Stock pursuant to the Offer nor the exercise of any such options under the Tender Agreement will violate the Amended and Restated Certificate of Incorporation of the Company.

Authorization. (a) The Company All requisite action has all necessary corporate power and authority been taken by Buyer to enter into this Agreement and will at authorize the Closing have taken all necessary corporate action, including stockholder consent or approval (if necessary), to consummate the transactions contemplated hereby and to perform its obligations hereunder. The execution and delivery of this Agreement by and all of the Company other documents, instruments and agreements required hereby from Buyer, and the performance of its obligations hereunder have been duly and validly authorized by the Board of Directors consummation of the Company andtransactions contemplated hereby and thereby by Buyer. This Agreement has been, other than the approval and adoption of this Agreement by the requisite vote all of the Company's stockholdersother documents, no other corporate proceedings on the part instruments and agreements required hereby from Buyer will as of the Company are necessaryClosing be, and this Agreement has been duly executed and delivered by Buyer and constitute the Company valid and binding obligations of Buyer (assuming the valid authorization, due execution and delivery of this Agreement by the Parent and the Purchaser) constitutes a valid and binding obligation of the Company other parties thereto), enforceable against it in accordance with its their respective terms, except as such enforceability may be limited by (i) subject to bankruptcy, insolvency, reorganization, moratorium or other similar laws, now or hereafter in effect, relating to or limiting laws affecting creditors' rights generally and (ii) general equitable principles of equity (whether considered in an action enforcement is sought in equity or at law) which provide, among other things, that ). Neither the remedy execution and delivery of specific performance and injunctive and other forms of equity relief are subject to equitable defenses this Agreement and the discretion other documents, instruments and agreements required hereby from Buyer by Buyer, nor the consummation by Buyer of the court before transactions contemplated hereby or thereby, will (i) violate any provision of Buyer's Articles of Organization or Operating Agreement or (ii) conflict with or result in a breach of any terms and provisions of, or constitute a default under, any indenture, mortgage, contract or other agreement to which Buyer or any proceedings therefor may be broughtof its Affiliates is a party or by which Buyer or any of its Affiliates are bound that could materially interfere with the consummation of the Asset Purchase. (b) The Board All requisite corporate action has been taken by Richfood to authorize the execution and delivery of Directors this Agreement, the Warrant Agreement, the Warrants and all of the Company has duly other documents, instruments and validly approved agreements required hereby from Richfood, and taken all corporate action required to be taken by the Board of Directors for the approval and confirmation consummation of the transactions contemplated hereby and thereby by this Richfood. This Agreement has been, and all of the Tender Agreementsother documents, instruments and agreements required hereby from Richfood (including, without limitation, all actions necessary to render the provisions of Section 203 Warrant Agreement and the Warrants) will as of the Delaware Law inapplicable Closing be, duly executed and delivered by Richfood and constitute the valid and binding obligations of Richfood (assuming due execution and delivery by the other parties thereto), enforceable in accordance with their respective terms, subject to transactions contemplated by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors' rights and general equitable principles (whether enforcement is sought in equity or at law). Neither the execution and delivery of this Agreement or and the Tender Agreements. No Oklahoma takeover statute or similar statute or regulation applies or purports to apply to the Parentother documents, instruments and agreements required hereby from Richfood by Richfood (including, without limitation, the PurchaserWarrant Agreement and the Warrants), nor the Merger, this Agreement, the Tender Agreements or any consummation by Richfood of the transactions contemplated by this Agreement hereby or the Tender Agreements in connection with the transactions contemplated by this Agreement or the Tender Agreements. (c) The Board of Directors of the Company has duly and validly approved and taken all corporate actions required to be taken by the Board of Directors for the approval of the amendments to the Amended and Restated Certificate of Incorporation of the Company (which amendments are attached as Exhibit B hereto) (the "Charter Amendment"). The stockholders of the Company have duly and validly approved the Charter Amendment. Subject to thereby, will (i) the provisions violate any provision of the Exchange Act relating to the distribution Richfood's Articles of an information statement to the stockholders of the Company and Incorporation or Bylaws or (ii) the filing conflict with or result in a breach of any terms and provisions of, or constitute a certificate default under, any indenture, mortgage, contract or other agreement to which Richfood or any of amendment ("Certificate its Affiliates is a party or by which Richfood or any of Amendment") its Affiliates are bound that could materially interfere with the Secretary of State consummation of the State of Delaware, no further action is required to make effective the Charter Amendment. The execution and delivery of the Tender Agreements, the tender of shares of Common Stock pursuant to the Offer and the grant of the options contemplated by the Tender Agreements do not conflict with Article Fifth of the Amended and Restated Certificate of Incorporation of the Company, and upon the effectiveness of the Charter Amendment neither the purchase of shares of Common Stock pursuant to the Offer nor the exercise of any such options under the Tender Agreement will violate the Amended and Restated Certificate of Incorporation of the CompanyAsset Purchase.

Authorization. Each of this Agreement and the Registration Rights Agreement (aas defined below) has been duly authorized by all necessary or proper corporate action, executed and delivered by the Company, and each such agreement constitutes a valid, legal and binding obligation of the Company, enforceable in accordance with its terms, except as rights to indemnity hereunder may be limited by federal or state securities laws and except as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting the rights of creditors generally and subject to general principles of equity. The execution, delivery and performance of each of this Agreement and the Registration Rights Agreement and the consummation of the transactions contemplated herein and therein will not result in a breach or violation of any of the terms and provisions of, or constitute a default under, any statute, any agreement or instrument to which the Company is a party or by which it is bound or to which any of its property is subject, or upon approval of the Restatement as contemplated by the Proxy Statement, the Company's charter or by-laws, or any order, rule, regulation or decree of any court or governmental agency or body having jurisdiction over the Company or any of its properties; no consent, approval, authorization or order of, or filing with, any court or governmental agency or body is required for the execution, delivery and performance of this Agreement or the Registration Rights Agreement or for the consummation of the transactions contemplated hereby or thereby by the Company, including the issuance or sale of the Preferred Shares by the Company, except such as may be required under the Securities Act or state securities or blue sky laws, and with respect to any such approvals to be applied for, the Company has all necessary corporate no reason to believe such approvals will not be granted or obtained; and the Company has full power and authority to enter into this Agreement and the Registration Rights Agreement and, upon approval of the Restatement as contemplated by the Proxy Statement, to authorize, issue and sell the Preferred Shares as contemplated by this Agreement. The offer and sale of the Preferred Shares to the Purchaser and each other Tier I Standby Purchaser is exempt from the registration, qualification and prospectus delivery requirements of applicable federal and state law, provided that the representations and warranties of the Purchaser hereunder and each other Tier I Standby Purchaser relating to such laws are true and correct. Upon approval by the Stockholders as contemplated by the Proxy Statement, the Restatement will at the Closing have taken been duly authorized by all necessary or proper corporate action, including stockholder consent or approval (if necessary), to consummate the transactions contemplated hereby and to perform its obligations hereunder. The execution and delivery of this Agreement by the Company and the performance of its obligations hereunder have been duly and validly authorized by the Board of Directors of the Company and, other than the approval and adoption of this Agreement by the requisite vote of the Company's stockholders, no other corporate proceedings on the part of the Company are necessary, and this Agreement has been duly executed and delivered by the Company and (assuming the valid authorization, execution and delivery of this Agreement by the Parent and the Purchaser) constitutes a valid and binding obligation of the Company enforceable against it in accordance with its terms, except as such enforceability may be limited by (i) bankruptcy, insolvency, reorganization, moratorium or other similar laws, now or hereafter in effect, relating to or limiting creditors' rights generally and (ii) general principles of equity (whether considered in an action in equity or at law) which provide, among other things, that the remedy of specific performance and injunctive and other forms of equity relief are subject to equitable defenses and the discretion of the court before which any proceedings therefor may be brought. (b) The Board of Directors of the Company has duly and validly approved and taken all corporate action required to be taken by the Board of Directors for the approval and confirmation of the transactions contemplated by this Agreement and the Tender Agreements, including, without limitation, all actions necessary to render the provisions of Section 203 of the Delaware Law inapplicable to transactions contemplated by this Agreement or the Tender Agreements. No Oklahoma takeover statute or similar statute or regulation applies or purports to apply to the Parent, the Purchaser, the Merger, this Agreement, the Tender Agreements or any of the transactions contemplated by this Agreement or the Tender Agreements in connection with the transactions contemplated by this Agreement or the Tender Agreements. (c) The Board of Directors of the Company has duly and validly approved and taken all corporate actions required to be taken by the Board of Directors for the approval of the amendments to the Amended and Restated Certificate of Incorporation of the Company (which amendments are attached as Exhibit B hereto) (the "Charter Amendment"). The stockholders of the Company have duly and validly approved the Charter Amendment. Subject to (i) the provisions of the Exchange Act relating to the distribution of an information statement to the stockholders of the Company and (ii) the upon filing of a certificate of amendment ("Certificate of Amendment") with the Secretary of State of the State of DelawareCalifornia, no further other or additional corporate or legal action is required shall be necessary to make effective perfect the Charter Amendmentrights and privileges of the holders of Preferred Shares under the Restatement. The execution and delivery holders of capital stock of the Tender Agreements, the tender of shares of Common Stock pursuant Company are entitled to the Offer rights, preferences and the grant provisions of the options contemplated by the Tender Agreements do not conflict with Article Fifth of the Amended and Restated Certificate of Incorporation of the Company, and upon the effectiveness of the Charter Amendment neither the purchase of shares of Common Stock pursuant to the Offer nor the exercise of any such options under the Tender Agreement will violate the Amended and Restated Certificate of Incorporation of the CompanyRestatement.

Authorization. (a) The execution, delivery and performance by each of Swan Sponsor, ManagementCo and the Company has all necessary corporate power and authority to enter into of this Agreement and will at the Closing other Transaction Documents, and the consummation of the Transactions, have taken all necessary corporate actionbeen duly authorized by the appropriate management board or manager of Swan Sponsor, including stockholder consent or approval (if necessary)ManagementCo and the Company, as applicable. ManagementCo, in its capacity as Manager, has approved and consented to consummate the execution and delivery of this Agreement, and the transactions contemplated hereby and hereby, pursuant to perform its obligations hereunderSection 14.2(a) of the LLC Agreement. The conflicts committee of the Company Board has (i) determined that the terms of the Merger are fair and advisable and in the best interests of the Company and the Unaffiliated Unitholders, and (ii) by Special Approval in accordance with Section 7.11(a)(i) of the LLC Agreement, approved the execution and delivery of this Agreement by the Company and the performance of its obligations hereunder have been duly and validly authorized by the Board of Directors of the Company Company, and, other than the subject to approval and adoption of this Agreement by a Unit Majority, the requisite consummation of the transactions contemplated hereby. The Company Board and ManagementCo have submitted this Agreement to the Non-Managing Members for approval by written consent in accordance with Section 14.3(a) of the LLC Agreement. Immediately following the execution and delivery of this Agreement, Swan Sponsor, in its capacity as a Non-Managing Member of the Company, shall irrevocably and unconditionally, through its vote of the Company's stockholdersSwan Sponsor Common Units (representing a Unit Majority), no approve and consent to the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby. No other corporate proceedings entity action on the part of Swan Sponsor, ManagementCo or the Company are necessaryis necessary to authorize the execution, delivery and performance by each of Swan Sponsor, ManagementCo and the Company of this Agreement and the consummation of the Transactions. This Agreement has been duly executed and delivered by each of Swan Sponsor, ManagementCo and the Company and (and, assuming the valid due authorization, execution and delivery of this Agreement by the Parent and the Purchaser) other Parties, constitutes a legal, valid and binding obligation of each of Swan Sponsor, ManagementCo and the Company Company, enforceable against it each of them in accordance with its terms, except as such enforceability may be limited by (i) subject to applicable bankruptcy, insolvency, reorganization, moratorium or and other similar laws, now or hereafter in effect, relating to or limiting laws affecting creditors' rights generally and (ii) general principles of equity (whether considered in an action in equity or at law) which provide, among other things, that the remedy of specific performance and injunctive and other forms of equity relief are subject to equitable defenses and the discretion of the court before which any proceedings therefor may be broughtequity). (b) The Board of Directors of the Company has duly and validly approved and taken all corporate action required to be taken by the Board of Directors for the approval and confirmation of the transactions contemplated by this Agreement and the Tender Agreements, including, without limitation, all actions necessary to render the provisions of Section 203 of the Delaware Law inapplicable to transactions contemplated by this Agreement or the Tender Agreements. No Oklahoma takeover statute or similar statute or regulation applies or purports to apply to the Parent, the Purchaser, the Merger, this Agreement, the Tender Agreements or any of the transactions contemplated by this Agreement or the Tender Agreements in connection with the transactions contemplated by this Agreement or the Tender Agreements. (c) The Board of Directors of the Company has duly and validly approved and taken all corporate actions required to be taken by the Board of Directors for the approval of the amendments to the Amended and Restated Certificate of Incorporation of the Company (which amendments are attached as Exhibit B hereto) (the "Charter Amendment"). The stockholders of the Company have duly and validly approved the Charter Amendment. Subject to (i) the provisions of the Exchange Act relating to the distribution of an information statement to the stockholders of the Company and (ii) the filing of a certificate of amendment ("Certificate of Amendment") with the Secretary of State of the State of Delaware, no further action is required to make effective the Charter Amendment. The execution and delivery of the Tender Agreements, the tender of shares of Common Stock pursuant to the Offer and the grant of the options contemplated by the Tender Agreements do not conflict with Article Fifth of the Amended and Restated Certificate of Incorporation of the Company, and upon the effectiveness of the Charter Amendment neither the purchase of shares of Common Stock pursuant to the Offer nor the exercise of any such options under the Tender Agreement will violate the Amended and Restated Certificate of Incorporation of the Company.

Authorization. (a) The Company has Offered Securities and the performance of the Company’s obligations thereunder have been duly authorized by all necessary corporate power and authority to enter into this Agreement and will at action of the Closing have taken all necessary corporate action, including stockholder consent or approval (if necessary), to consummate the transactions contemplated hereby and to perform its obligations hereunderCompany. The execution and delivery of this Agreement When executed by the Company and the performance of its obligations hereunder have been duly and validly authorized authenticated by the Board Trustee in accordance with the Indenture (the “Base Indenture”), to be dated as of Directors March 9, 2015, between the Company and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”), as amended and supplemented by the First Supplemental Indenture thereto, to be dated as of March 9, 2015, between the Company and the Trustee (the “Supplemental Indenture” and, together with the Base Indenture, the “Indenture”), the Offered Securities will be validly issued and will constitute valid and legally binding obligations of the Company and, other than entitled to the approval and adoption of this Agreement benefits provided by the requisite vote Indenture in the form previously delivered to the Placement Agent in respect of the Company's stockholders, no other Offered Securities; the Indenture and the performance by the Company thereunder has been duly authorized by all necessary corporate proceedings on the part action of the Company are necessary, and this Agreement the Indenture has been duly qualified under the Trust Indenture Act and; the Supplemental Indenture and the Base Indenture will be duly executed and delivered by the Company, and when each of the Supplemental Indenture and the Base Indenture has been executed and delivered by the Company and (assuming the valid authorizationTrustee, execution and delivery of this Agreement by the Parent and the Purchaser) constitutes Indenture will constitute a valid and legally binding obligation instrument of the Company Company, enforceable against it the Company in accordance with its terms, except as such enforceability may be limited by (i) applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other and similar laws, now or hereafter in effect, laws relating to or limiting affecting creditors' ’ rights generally and (ii) by general principles of equity (regardless of whether such enforceability is considered in an action a proceeding in equity or at law) which provide, among other things, that (collectively the remedy of specific performance and injunctive and other forms of equity relief are subject to equitable defenses “Enforceability Exceptions”); and the discretion of the court before which any proceedings therefor may be brought. (b) The Board of Directors of the Company has duly and validly approved and taken all corporate action required to be taken by the Board of Directors for the approval and confirmation of the transactions contemplated by this Agreement Offered Securities and the Tender Agreements, including, without limitation, all actions necessary to render the provisions of Section 203 of the Delaware Law inapplicable to transactions contemplated by this Agreement or the Tender Agreements. No Oklahoma takeover statute or similar statute or regulation applies or purports to apply Indenture will conform to the Parent, applicable descriptions thereof in the Purchaser, the Merger, this Agreement, the Tender Agreements or any of the transactions contemplated by this Agreement or the Tender Agreements in connection with the transactions contemplated by this Agreement or the Tender Agreements. (c) The Board of Directors of the Company has duly and validly approved and taken all corporate actions required to be taken by the Board of Directors for the approval of the amendments to the Amended and Restated Certificate of Incorporation of the Company (which amendments are attached as Exhibit B hereto) (the "Charter Amendment"). The stockholders of the Company have duly and validly approved the Charter Amendment. Subject to (i) the provisions of the Exchange Act relating to the distribution of an information statement to the stockholders of the Company and (ii) the filing of a certificate of amendment ("Certificate of Amendment") with the Secretary of State of the State of Delaware, no further action is required to make effective the Charter Amendment. The execution and delivery of the Tender Agreements, the tender of shares of Common Stock pursuant to the Offer General Disclosure Package and the grant of the options contemplated by the Tender Agreements do not conflict with Article Fifth of the Amended and Restated Certificate of Incorporation of the Company, and upon the effectiveness of the Charter Amendment neither the purchase of shares of Common Stock pursuant to the Offer nor the exercise of any such options under the Tender Agreement will violate the Amended and Restated Certificate of Incorporation of the CompanyFinal Prospectus.

Authorization. (a) The Other than for the approval and authorization of the Transactions by the shareholders of PubCo and of Company Merger Sub, each Acquisition Entity has all necessary requisite corporate power and authority to (a) enter into into, execute, deliver and perform its obligations under this Agreement and each of the other Transaction Documents to which it is or will at the Closing have taken all necessary corporate actionbe a party, including stockholder consent or approval and (if necessary), to b) consummate the transactions contemplated hereby Transactions and to perform all of its obligations hereunderhereunder and thereunder. The execution and delivery of this Agreement by the Company and all other Transaction Documents to which an Acquisition Entity is or will be a party and the performance of all its obligations hereunder thereunder and the consummation of the Transactions have been duly and validly authorized and approved by the Board directors of Directors each such Acquisition Entity, subject to the filing of the Company andMerger Filing Documents with the Registrar of Companies of the Cayman Islands and the Certificate of SPAC Merger with the Secretary of State of Delaware. This Agreement and the other Transaction Documents to which an Acquisition Entity is or will be a party is, other than the approval and adoption of this Agreement or when executed by the requisite vote of the Company's stockholdersother parties thereto, no other corporate proceedings on the part of the Company are necessary, and this Agreement has been duly executed and delivered by the Company and (assuming the valid authorization, execution and delivery of this Agreement by the Parent and the Purchaser) constitutes will constitute a valid and legally binding obligation of the Company applicable Acquisition Entity, enforceable against it such Acquisition Entity in accordance with its terms, except as such enforceability may be limited by (i) bankruptcy, insolvency, reorganization, moratorium or other similar laws, now or hereafter in effect, relating to or limiting creditors' rights generally and (ii) general principles of equity (whether considered in an action in equity or at law) which provide, among other things, that the remedy of specific performance and injunctive and other forms of equity relief are subject to equitable defenses and the discretion of the court before which any proceedings therefor may be broughtEnforceability Exceptions. (b) The Board of Directors approval and authorization of the Company has duly Transactions by each Acquisition Entity’s equityholders is the only vote and validly approved and taken all corporate action required to be taken approval of any holder of any Equity Securities of such Acquisition Entity necessary in connection with execution by the Board such Acquisition Entity of Directors for the approval and confirmation of the transactions contemplated by this Agreement and the Tender Agreements, including, without limitation, all actions necessary other Transaction Documents to render which such Acquisition Entity is a party and the provisions of Section 203 consummation of the Delaware Law inapplicable to transactions contemplated by this Agreement or the Tender Agreements. No Oklahoma takeover statute or similar statute or regulation applies or purports to apply to the Parent, the Purchaser, the Merger, this Agreement, the Tender Agreements or any of the transactions contemplated by this Agreement or the Tender Agreements in connection with the transactions contemplated by this Agreement or the Tender AgreementsTransactions. (c) The Board of Directors of the Company has duly and validly approved and taken all corporate actions required to be taken by the Board of Directors for the approval of the amendments On or prior to the Amended and Restated Certificate date of Incorporation this Agreement, the directors of the Company (which amendments are attached as Exhibit B hereto) (the "Charter Amendment"). The stockholders of the Company each Acquisition Entity have duly and validly approved the Charter Amendment. Subject to adopted resolutions (i) determining that this Agreement and the provisions of other Transaction Documents to which such Acquisition Entity is a party and the Exchange Act relating to Transactions are advisable and fair to, and in the distribution of an information statement to best interests of, the stockholders of the Company Acquisition Entity and its equityholders, as applicable, (ii) authorizing and approving the filing execution, delivery and performance by the Acquisition Entity of this Agreement and the other Transaction Documents to which such Acquisition Entity is a certificate of amendment party and the Transactions, and ("Certificate of Amendment"iii) with the Secretary of State of the State of Delaware, no further action is required to make effective the Charter Amendment. The execution and delivery of the Tender Agreementsdirecting that this Agreement, the tender of shares of Common Stock pursuant to the Offer Transaction Documents and the grant of the options contemplated by the Tender Agreements do not conflict with Article Fifth of the Amended and Restated Certificate of Incorporation of the Company, and upon the effectiveness of the Charter Amendment neither the purchase of shares of Common Stock pursuant Transactions be submitted to the Offer nor the exercise of any such options under the Tender Agreement will violate the Amended and Restated Certificate of Incorporation of the CompanyAcquisition Entity’s shareholders for adoption.

Authorization. (a) The execution, delivery and performance by the Company has all necessary corporate power and authority to enter into of this Agreement and will at Agreement, the Closing have taken all necessary corporate action, including stockholder consent or approval (if necessary), to consummate the transactions other agreements contemplated hereby and to perform its obligations hereunder. The execution and delivery each of this Agreement by the Company and the performance of its obligations hereunder Contemplated Transactions have been duly and validly authorized by the Board of Directors of the Company and, other than the approval and adoption of this Agreement by the requisite vote of the Company's stockholders, no other corporate proceedings act or proceeding on the part of the Company, its Subsidiaries, or the Company’s or any of its Subsidiaries’ board of directors is necessary to authorize the execution, delivery or performance by the Company are necessaryof this Agreement or any other agreement contemplated hereby or the consummation of the Contemplated Transactions. The Company’s execution and delivery of this Agreement and the consummation of the Contemplated Transactions will not violate, and this or result in a violation of, any of the provisions of its certificate of incorporation or bylaws or equivalent organizational or governing documents. This Agreement has been duly executed and delivered by the Company and (and, assuming the valid authorization, due execution and delivery of this Agreement and the other agreements contemplated hereby by the Parent other parties hereto and thereto, this Agreement constitutes, and the Purchaser) constitutes other agreements contemplated hereby upon execution and delivery by the Company will each constitute, a valid and binding obligation of the Company Company, enforceable against it the Company in accordance with its terms, except as such the enforceability hereof or thereof may be limited by (i) any applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws, now or hereafter in effect, relating to or limiting creditors' laws affecting the enforcement of creditor’s rights generally and (ii) general as limited by the availability of specific performance and other equitable remedies or applicable equitable principles of equity (whether considered in an action a proceeding at law or in equity or at law) which provide, among other things, that the remedy of specific performance and injunctive and other forms of equity relief are subject to equitable defenses and the discretion of the court before which any proceedings therefor may be broughtequity). (b) The Board Except as disclosed on Section 5.3(b) of Directors the Disclosure Schedules, no action by (including any authorization by or consent or approval of), or in respect of, or filing with, any Governmental Authority is required by or on behalf of any of the Company has duly and validly approved and taken all corporate action required to be taken by the Board of Directors for the approval and confirmation of the transactions contemplated by this Agreement and the Tender Agreements, including, without limitation, all actions necessary to render the provisions of Section 203 of the Delaware Law inapplicable to transactions contemplated by this Agreement or the Tender Agreements. No Oklahoma takeover statute or similar statute or regulation applies or purports to apply to the Parent, the Purchaser, the Merger, this Agreement, the Tender Agreements or any of the transactions contemplated by this Agreement or the Tender Agreements its Subsidiaries in connection with the transactions contemplated by this Agreement or the Tender Agreements. (c) The Board respect of Directors any of the Company has duly and validly approved and taken all corporate actions required to be taken by or its Subsidiaries, the Board of Directors for the approval of the amendments to the Amended and Restated Certificate of Incorporation Business or any assets of the Company (which amendments are attached as Exhibit B hereto) (the "Charter Amendment"). The stockholders or any of the Company have duly and validly approved the Charter Amendment. Subject to its Subsidiaries, for, or in connection with, (i) the provisions of the Exchange Act relating to the distribution of an information statement to the stockholders of valid and lawful authorization, execution, delivery and performance by the Company and of this Agreement or any Ancillary Agreement to which it is, or will be at Closing, a party or (ii) the filing of a certificate of amendment ("Certificate of Amendment") with the Secretary of State consummation of the State of DelawareContemplated Transactions, no further action is except for such consents, authorizations or approvals as may be required to make effective the Charter Amendment. The execution and delivery of the Tender Agreements, the tender of shares of Common Stock pursuant to the Offer and the grant of the options contemplated by the Tender Agreements do not conflict with Article Fifth of the Amended and Restated Certificate of Incorporation of the Company, and upon the effectiveness of the Charter Amendment neither the purchase of shares of Common Stock pursuant to the Offer nor the exercise of any such options under the Tender Agreement will violate the Amended and Restated Certificate of Incorporation of the CompanyHSR Act or other applicable Antitrust Laws.

Authorization. (a) The Company Liberty, Scotia Capital, and each Bank or other Person that has all necessary corporate power entered into an Assignment and authority Acceptance and has agreed in such Assignment and Acceptance that Scotia Capital shall act as its Purchaser Agent, has appointed Scotia Capital as its Purchaser Agent to enter into take such action as agent on its behalf and to exercise such powers under this Agreement and will at the Closing have taken all necessary corporate action, including stockholder consent or approval (if necessary), as are delegated to consummate the transactions contemplated hereby and to perform its obligations hereunder. The execution and delivery of this Agreement such Purchaser Agent by the Company and the performance of its obligations hereunder have been duly and validly authorized by the Board of Directors of the Company andterms hereof, other than the approval and adoption of this Agreement by the requisite vote of the Company's stockholders, no other corporate proceedings on the part of the Company together with such powers as are necessary, and this Agreement has been duly executed and delivered by the Company and (assuming the valid authorization, execution and delivery of this Agreement by the Parent and the Purchaser) constitutes a valid and binding obligation of the Company enforceable against it in accordance with its terms, except as such enforceability may be limited by (i) bankruptcy, insolvency, reorganization, moratorium or other similar laws, now or hereafter in effect, relating to or limiting creditors' rights generally and (ii) general principles of equity (whether considered in an action in equity or at law) which provide, among other things, that the remedy of specific performance and injunctive and other forms of equity relief are subject to equitable defenses and the discretion of the court before which any proceedings therefor may be broughtreasonably incidental thereto. (b) The Board of Directors of the Company PNC, and each Bank or other Person that has duly entered into an Assignment and validly approved Acceptance and taken all corporate has agreed in such Assignment and Acceptance that PNC shall act as its Purchaser Agent, has appointed PNC as its Purchaser Agent to take such action required as agent on its behalf and to be taken exercise such powers under this Agreement as are delegated to such Purchaser Agent by the Board of Directors for the approval and confirmation of the transactions contemplated by this Agreement and the Tender Agreementsterms hereof, including, without limitation, all actions necessary to render the provisions of Section 203 of the Delaware Law inapplicable to transactions contemplated by this Agreement or the Tender Agreements. No Oklahoma takeover statute or similar statute or regulation applies or purports to apply to the Parent, the Purchaser, the Merger, this Agreement, the Tender Agreements or any of the transactions contemplated by this Agreement or the Tender Agreements in connection together with the transactions contemplated by this Agreement or the Tender Agreementssuch powers as are reasonably incidental thereto. (c) The Board of Directors of the Company Gotham, BTMU, and each Bank or other Person that has duly entered into an Assignment and validly approved Acceptance and taken all corporate actions required has agreed in such Assignment and Acceptance that BTMU shall act as its Purchaser Agent, has appointed BTMU as its Purchaser Agent to be taken take such action as agent on its behalf and to exercise such powers under this Agreement as are delegated to such Purchaser Agent by the Board of Directors for the approval of the amendments terms hereof, together with such powers as are reasonably incidental thereto. (d) ST and each Bank or other Person that has entered into an Assignment and Acceptance and has agreed in such Assignment and Acceptance that ST shall act as its Purchaser Agent, has appointed ST as its Purchaser Agent to the Amended take such action as agent on its behalf and Restated Certificate of Incorporation of the Company (which amendments to exercise such powers under this Agreement as are attached as Exhibit B hereto) (the "Charter Amendment"). The stockholders of the Company have duly and validly approved the Charter Amendment. Subject delegated to (i) the provisions of the Exchange Act relating to the distribution of an information statement to the stockholders of the Company and (ii) the filing of a certificate of amendment ("Certificate of Amendment") with the Secretary of State of the State of Delaware, no further action is required to make effective the Charter Amendment. The execution and delivery of the Tender Agreements, the tender of shares of Common Stock pursuant to the Offer and the grant of the options contemplated such Purchaser Agent by the Tender Agreements do not conflict terms hereof, together with Article Fifth of the Amended and Restated Certificate of Incorporation of the Companysuch powers as are reasonably incidental thereto. (e) Fairway, BMO, and upon each Bank or other Person that has entered into an Assignment and Acceptance and has agreed in such Assignment and Acceptance that BMO (or an Affiliate successor thereof) shall act as its Purchaser Agent, has appointed BMO (or such Affiliate successor) as its Purchaser Agent to take such action as agent on its behalf and to exercise such powers under this Agreement as are delegated to such Purchaser Agent by the effectiveness of the Charter Amendment neither the purchase of shares of Common Stock pursuant to the Offer nor the exercise of any terms hereof, together with such options under the Tender Agreement will violate the Amended and Restated Certificate of Incorporation of the Companypowers as are reasonably incidental thereto.

Authorization. (a) The Company Buyer has all necessary requisite corporate power and corporate authority to enter into execute and deliver this Agreement, to perform its obligations under this Agreement and will at the Closing have taken all necessary corporate action, including stockholder consent or approval (if necessary), to consummate the transactions contemplated hereby and to perform its obligations hereunderhereby. The execution execution, delivery and delivery performance by Buyer of this Agreement by the Company and the performance Ancillary Agreements and the consummation by Buyer of its obligations hereunder the transactions contemplated hereby and thereby have been duly and validly authorized by the Board of Directors of the Company andBuyer, other than the approval and adoption of this Agreement by the requisite vote of the Company's stockholders, no other corporate proceedings on the part of Buyer are necessary to authorize this Agreement or the Company are necessaryAncillary Agreements or to consummate the transactions so contemplated. (b) Buyer has duly executed and delivered this Agreement, and this Agreement has been duly executed constitutes the legally valid and delivered by the Company and binding obligation of Buyer (assuming the valid due authorization, execution and delivery of this Agreement by the Parent and the Purchaser) constitutes a valid and binding obligation of the Company Sellers), enforceable against it Buyer in accordance with its terms, except as such enforceability the same may be limited by (i) applicable bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or other similar laws, now or hereafter in effect, relating to or limiting laws affecting generally the enforcement of creditors' ’ rights generally and (ii) remedies and general principles of equity (whether considered in an action in equity or at law) which provideequity, among other things, that including any limitations on the availability of the remedy of specific performance and or injunctive and other forms relief regardless of equity whether specific performance or injunctive relief are subject to equitable defenses and the discretion of the court before which any proceedings therefor may be brought. (b) The Board of Directors of the Company has duly and validly approved and taken all corporate action required to be taken by the Board of Directors for the approval and confirmation of the transactions contemplated by this Agreement and the Tender Agreements, including, without limitation, all actions necessary to render the provisions of Section 203 of the Delaware Law inapplicable to transactions contemplated by this Agreement is sought in a proceeding at law or the Tender Agreements. No Oklahoma takeover statute or similar statute or regulation applies or purports to apply to the Parent, the Purchaser, the Merger, this Agreement, the Tender Agreements or any of the transactions contemplated by this Agreement or the Tender Agreements in connection with the transactions contemplated by this Agreement or the Tender Agreementsequity. (c) The Board Buyer will duly execute and deliver each Ancillary Agreement at Closing, and upon due execution and delivery by Buyer at Closing, each Ancillary Agreement will constitute the legally valid and binding obligation of Directors of the Company has duly and validly approved and taken all corporate actions required to be taken by the Board of Directors for the approval of the amendments to the Amended and Restated Certificate of Incorporation of the Company Buyer (which amendments are attached as Exhibit B hereto) (the "Charter Amendment"). The stockholders of the Company have duly and validly approved the Charter Amendment. Subject to (i) the provisions of the Exchange Act relating to the distribution of an information statement to the stockholders of the Company and (ii) the filing of a certificate of amendment ("Certificate of Amendment") with the Secretary of State of the State of Delawareassuming due authorization, no further action is required to make effective the Charter Amendment. The execution and delivery of each Ancillary Agreement by Sellers), enforceable against Buyer in accordance with its terms, except as the Tender Agreementssame may be limited by applicable bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or similar laws affecting generally the tender enforcement of shares creditors’ rights and remedies and general principles of Common Stock pursuant to equity, including any limitations on the Offer and the grant availability of the options contemplated by the Tender Agreements do not conflict with Article Fifth remedy of the Amended and Restated Certificate specific performance or injunctive relief regardless of Incorporation of the Company, and upon the effectiveness of the Charter Amendment neither the purchase of shares of Common Stock pursuant to the Offer nor the exercise of any such options under the Tender Agreement will violate the Amended and Restated Certificate of Incorporation of the Companywhether specific performance or injunctive relief is sought in a proceeding at law or in equity.

Authorization. (a) The Company has all necessary corporate requisite power and authority to enter into this Agreement (i) execute and will at deliver each Equity Financing Document to which it is a party, (ii) duly adopt the Closing have taken Articles and (iii) execute and deliver any and all instruments necessary corporate action, including stockholder consent or approval (if necessary), appropriate in order to consummate effectuate fully the terms and conditions of each such Equity Financing Document and the Articles and all related transactions contemplated hereby and to perform its obligations hereunderunder each such Equity Financing Document and the Articles. The execution Articles and delivery of this Agreement by each Equity Financing Document to which the Company and the performance of its obligations hereunder is a party have been duly and validly authorized by the Board of Directors of the Company and, other than the approval and adoption of this Agreement by the requisite vote of the Company's stockholders, no other all necessary action (corporate proceedings or otherwise) on the part of the Company are necessaryCompany, and this Agreement has each Equity Financing Document to which the Company is a party have been duly executed and delivered by the Company (or in the case of the Articles, as of the Closing Date shall have been duly adopted), and each constitutes (assuming or in the case of the Articles, as of the Closing Date shall constitute) the valid authorization, execution and delivery of this Agreement by the Parent and the Purchaser) constitutes a valid and legally binding obligation of the Company Company, enforceable against it in accordance with its termsterms and conditions, except as such enforceability thereof may be limited by (i) any applicable bankruptcy, insolvency, reorganization, moratorium insolvency or other similar laws, now or hereafter in effect, relating to or limiting Laws affecting creditors' ’ rights generally and (ii) or by general principles of equity (whether considered in an action in equity or at law) which provide, among other things, that the remedy of specific performance and injunctive equity. All corporate and other forms of equity relief are subject proceedings to equitable defenses be taken and all waivers, consents and permits necessary or appropriate for the discretion consummation of the court before which any proceedings therefor may be broughttransactions contemplated by the Equity Financing Documents have been, and in the case of the adoption of the Articles, as of the Closing Date shall have been, taken or obtained. (b) The Board of Directors of the Company has duly and validly approved and taken all corporate action required to be taken by the Board of Directors for the approval and confirmation of the transactions contemplated by this Agreement and the Tender Agreementsauthorization, includingissuance, without limitation, all actions necessary to render the provisions of Section 203 of the Delaware Law inapplicable to transactions contemplated by this Agreement or the Tender Agreements. No Oklahoma takeover statute or similar statute or regulation applies or purports to apply to the Parent, the Purchaser, the Merger, this Agreement, the Tender Agreements or any of the transactions contemplated by this Agreement or the Tender Agreements in connection with the transactions contemplated by this Agreement or the Tender Agreements. (c) The Board of Directors of the Company has duly and validly approved and taken all corporate actions required to be taken by the Board of Directors for the approval of the amendments to the Amended and Restated Certificate of Incorporation of the Company (which amendments are attached as Exhibit B hereto) (the "Charter Amendment"). The stockholders of the Company have duly and validly approved the Charter Amendment. Subject to (i) the provisions of the Exchange Act relating to the distribution of an information statement to the stockholders of the Company and (ii) the filing of a certificate of amendment ("Certificate of Amendment") with the Secretary of State of the State of Delaware, no further action is required to make effective the Charter Amendment. The execution sale and delivery of the Tender AgreementsPreferred Shares, the tender issuance of shares the Warrants and the Arrangement Fee Warrants and the reservation of Common Stock the Reserved Shares has been authorized by all requisite action of both the Company’s Board and shareholders. As of the Closing, the Preferred Shares and, upon their issuance, the Reserved Shares and the Warrants will be duly authorized, validly issued and outstanding, fully paid and nonassessable, with no personal liability attaching to the ownership thereof, free and clear of any Liens whatsoever and with no restrictions on the voting rights thereof and other incidents of record and beneficial ownership pertaining thereto, in each case other than pursuant to the Offer and the grant of the options contemplated by the Tender Agreements do not conflict with Article Fifth of the Amended and Restated Certificate of Incorporation of the Company, and upon the effectiveness of the Charter Amendment neither the purchase of shares of Common Stock pursuant to the Offer nor the exercise of any such options under the Tender Agreement will violate the Amended and Restated Certificate of Incorporation of the CompanyEquity Financing Documents.