Common use of No Conflict Clause in Contracts

No Conflict. Other than the filing of a Form 4 and an amendment ----------- to Premier's report on Schedule 13D under the Exchange Act, and no filing with, and no permit, authorization, consent or approval of, any Governmental Authority is necessary for the execution of this Purchase Agreement or the Registration Rights Agreement by Premier and the consummation by Premier of the transactions contemplated hereby and thereby, except for such filings the failure of which to be made, individually or in the aggregate, could not reasonably be expected to have a material adverse effect on Premier, and its Subsidiaries, taken as a whole, or to prevent or materially delay the consummation of the transactions contemplated hereby and thereby. Neither the execution and delivery of this Purchase Agreement or the Registration Rights Agreement by Premier nor the consummation by Premier of the transactions contemplated hereby or thereby, nor compliance by Premier with any of the provisions hereof or thereof (i) conflicts with or results in any breach of the Articles of Incorporation or bylaws of Premier, (ii) contravenes, conflicts with or would constitute a violation of any provision of any law, regulation, judgment, injunction, order or decree binding upon Premier, or (iii) constitutes a default under or gives rise to any right of termination, cancellation or acceleration of any right or obligation of Premier or any of its Subsidiaries or to a loss of any benefit to which Premier or any of its Subsidiaries is entitled under any provision of any agreement, contract or other instrument binding on Premier or any of its Subsidiaries or any license, franchise, permit or other similar authorization held by Premier or any of its Subsidiaries, except, in the case of clauses (ii) and (iii), for any such contravention, conflict, violation, default, termination, cancellation, acceleration or loss that would not have a material adverse effect on Premier or any of its Subsidiaries taken as a whole.

No Conflict. Other than the filing of a Form 4 The execution, delivery and an amendment ----------- to Premier's report on Schedule 13D under the Exchange Act, and no filing with, and no permit, authorization, consent or approval of, any Governmental Authority is necessary for the execution performance of this Purchase Agreement or the Registration Rights Agreement by Premier the Borrower, the compliance by the Borrower with all the provisions hereof and the consummation by Premier of the transactions contemplated hereby and thereby, except for such filings the failure of which to be made, individually or in the aggregate, could not reasonably be expected to have a material adverse effect on Premier, and its Subsidiaries, taken as a whole, or to prevent or materially delay the consummation of the transactions contemplated hereby (a) will not require any consent, approval, authorisation or other order of any court, regulatory body, administrative agency or other governmental body (except as such may be required under the securities or Blue Sky laws of the various states of the United States or any securities laws of any jurisdiction other than Russia, Luxembourg, the United Kingdom and thereby. Neither the execution Federal law of the United States) except for such consents, approvals, authorisations or other orders as have been obtained and delivery of this Purchase Agreement which are in full force and effect or as may only be obtained after the Registration Rights Agreement by Premier nor the consummation by Premier closing of the transactions contemplated hereby or thereby, nor compliance by Premier (b) will not conflict with or constitute a breach of any of the terms or provisions hereof of, or thereof (i) conflicts with or results in any breach a default under, the charter of the Articles of Incorporation or bylaws of Premier, (ii) contravenes, conflicts with or would constitute a violation of any provision of any law, regulation, judgment, injunction, order or decree binding upon Premier, or (iii) constitutes a default under or gives rise to any right of termination, cancellation or acceleration of any right or obligation of Premier Borrower or any of its the Borrower’s Significant Subsidiaries that holds a Material Mobile Licence, (c) will not conflict with or to constitute a loss of any benefit to which Premier or any of its Subsidiaries is entitled under any provision breach of any agreement, contract indenture or other instrument binding on Premier to which the Borrower or any of its the Significant Subsidiaries is a party or by which the Borrower, any of the Significant Subsidiaries or their respective property or assets is bound, and (d) will not violate or conflict with any licenselaws, franchiseadministrative regulations or rulings or court decrees applicable to the Borrower, permit or other similar authorization held by Premier or any of its Subsidiariesthe Significant Subsidiaries or their respective property, except, except in the case of clauses (iic) and (iiid), for any such contravention, conflict, violation, default, termination, cancellation, acceleration breach or loss that violation which would not have a material adverse effect on Premier or any of its Subsidiaries taken as a wholeMaterial Adverse Effect.

No Conflict. Other than filings required under the HSR Act, the filing of a Form 4 3 and an amendment ----------- to Premier's report on Schedule 13D under the Exchange Act and the filing of a registration statement under the Securities Act, and no filing with, and no permit, authorization, consent or approval of, any Governmental Authority state or federal public body or authority is necessary for the execution of this Purchase Agreement or the Registration Rights Agreement by Premier Parent and the consummation by Premier Parent of the transactions contemplated hereby and therebyhereby, except in each case for such filings the failure of which to be made, individually or in the aggregate, could would not reasonably be expected to have a material adverse effect on Premier, and its Subsidiaries, taken as a whole, Parent or to prevent or materially delay the consummation of the transactions contemplated hereby by the Merger Agreement and therebyfilings required in connection with the consummation of the Mergers. Neither the execution and delivery of this Purchase Agreement or the Registration Rights Agreement by Premier Parent nor the consummation by Premier Parent of the transactions contemplated hereby or thereby, nor compliance by Premier Parent with any of the provisions hereof or thereof shall (ix) conflicts conflict with or results result in any breach of the Articles of Incorporation or bylaws of Premierany applicable organizational documents applicable to Parent, (iiy) contravenesresult in a violation or breach of, conflicts or constitute (with or would constitute a violation without notice or lapse of any provision of any law, regulation, judgment, injunction, order time or decree binding upon Premier, or (iiiboth) constitutes a default under (or gives give rise to any third party right of termination, cancellation cancellation, material modification or acceleration acceleration) under any of the terms, conditions or provisions of any right note, bond, mortgage, indenture, license, contract, commitment, arrangement, understanding, agreement or other instrument or obligation of Premier any kind to which Parent is a party or by which Parent or any of its Subsidiaries Parent's properties or assets may be bound or (z) violate any order, writ, injunction, decree, judgment, order, statute, rule or regulation applicable to a loss of any benefit to which Premier Parent or any of its Subsidiaries is entitled under any provision of any agreementParent's properties or assets, contract or other instrument binding on Premier or except to the extent that any of its Subsidiaries the foregoing, individually or any license, franchise, permit or other similar authorization held by Premier or any of its Subsidiaries, except, in the case of clauses (ii) and (iii)aggregate, for any such contravention, conflict, violation, default, termination, cancellation, acceleration or loss that would not reasonably be expected to have a material adverse effect on Premier Parent or any to prevent or materially delay the consummation of its Subsidiaries taken as a wholethe transactions contemplated by the Merger Agreement.

No Conflict. Other than the filing of a Form 4 and an amendment ----------- to Premier's report on Schedule 13D under the Exchange Act, and no filing with, and no permit, authorization, consent or approval of, any Governmental Authority is necessary for the execution of this Purchase Agreement or the Registration Rights Agreement by Premier and the consummation by Premier of the transactions contemplated hereby and thereby, except for such filings the failure of which to be made, individually or in the aggregate, could not reasonably be expected to have a material adverse effect on Premier, and its Subsidiaries, taken as a whole, or to prevent or materially delay the consummation of the transactions contemplated hereby and thereby. Neither the execution and delivery of this Purchase Agreement or the Registration Rights Agreement by Premier such Shareholder, nor the consummation performance by Premier such Shareholder of the transactions contemplated hereby or therebyits obligations hereunder will, nor compliance by Premier with any of the provisions hereof or thereof (i) conflicts with require any consent, approval, authorization or results in permit of, registration, declaration or filing (except for such filings as may be required under the federal securities laws or as would not reasonably be expected to prevent, materially delay or otherwise materially impair such Shareholder’s ability to perform its obligations hereunder) with, or notification to, any breach of the Articles of Incorporation or bylaws of Premiergovernmental entity, (ii) contravenesif such Shareholder is an entity, conflicts with or would constitute result in a violation of of, or default under, or conflict with any provision of any lawits certificate of incorporation, regulationbylaws, judgmentpartnership agreement, injunctionlimited liability company agreement or similar organizational documents, order or decree binding upon Premier, or (iii) constitutes result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default under (or gives give rise to any right of termination, cancellation cancellation, or acceleration acceleration) under any contract, trust, agreement, instrument, commitment, arrangement or understanding applicable to such Shareholder or such Shareholder’s Subject Shares, or result in the creation of any right a security interest, lien, charge, encumbrance, equity or obligation of Premier or claim with respect to any of its Subsidiaries or to a loss of any benefit to which Premier or any of its Subsidiaries is entitled under any provision of any agreement, contract or other instrument binding on Premier or any of its Subsidiaries or any license, franchise, permit or other similar authorization held by Premier or any of its Subsidiariessuch Shareholder’s Subject Shares, except, in the case of clauses (ii) and clause (iii), for any such contravention, conflict, violation, default, termination, cancellation, acceleration or loss that as would not have reasonably be expected to prevent, materially delay or otherwise materially impair such Shareholder’s ability to perform its obligations hereunder, (iv) require any consent, authorization or approval of any Person other than a material adverse effect on Premier governmental entity, except, in the case of clause (iv), as would not reasonably be expected to prevent, materially delay or otherwise materially impair such Shareholder’s ability to perform its obligations hereunder or (v) violate or conflict with any order, writ, injunction, decree, rule, regulation or law applicable to such Shareholder or such Shareholder’s Subject Shares. If such Shareholder is a married individual and such Shareholder’s Subject Shares constitute community property or otherwise need spousal approval in order for this Agreement to be a legal, valid and binding obligation of such Shareholder, this Agreement has been duly authorized, executed and delivered by, and constitutes a legal, valid and binding obligation of, such Shareholder’s spouse, enforceable against such spouse in accordance with its Subsidiaries taken terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization or other similar laws affecting creditors’ rights generally and by general equitable principles (regardless of whether enforceability is considered in a wholeproceeding in equity or at law).

No Conflict. Other than the filing of a Form 4 and an amendment ----------- to Premier's report on Schedule 13D under the Exchange Act, and no filing with, and no permit, authorization, consent or approval of, any Governmental Authority is necessary for (a) Neither the execution and delivery by the Borrower of this Purchase Agreement or the Registration Rights Agreement by Premier and Loan Documents to which the Borrower is a party, nor the consummation by Premier of the transactions contemplated hereby herein or therein contemplated, nor compliance with the terms and therebyprovisions hereof or thereof by the Borrower will (i) conflict with, except for such filings constitute a default under or result in any breach of (A) the failure terms and conditions of the certificate of incorporation, by-laws or other organizational documents of the Borrower or (B) any Law or any agreement or instrument or order, writ, judgment, injunction or decree to which the Borrower is a party or by which it is bound or to be madewhich it is subject, individually which conflict, default or breach would cause a Material Adverse Change, or (ii) result in the aggregatecreation or enforcement of any Lien upon any property (now or hereafter acquired) of the Borrower (other than the Permitted Liens). (b) Neither the execution and delivery by a Subsidiary Guarantor of a Subsidiary Guaranty to which such Subsidiary Guarantor is a party, could not reasonably be expected to have a material adverse effect on Premier, and its Subsidiaries, taken as a whole, or to prevent or materially delay nor the consummation of the transactions contemplated hereby and thereby. Neither the execution and delivery of by this Purchase Agreement or the Registration Rights Agreement by Premier nor the consummation by Premier of the transactions contemplated hereby or therebyother Loan Documents, nor compliance by Premier with any of the terms and provisions hereof or thereof by such Subsidiary Guarantor will (i) conflicts with conflict with, constitute a default under or results result in any breach of (A) the Articles terms and conditions of Incorporation the articles of incorporation, by-laws or bylaws other organizational documents of Premiersuch Subsidiary or (B) any Law or any agreement or instrument or order, writ, judgment, injunction or decree to which such Subsidiary is a party or by which it is bound or to which it is subject, which conflict, default or breach would cause a Material Adverse Change, or (ii) contravenes, conflicts with result in the creation or would constitute a violation enforcement of any provision Lien upon any property (now or hereafter acquired) of any law, regulation, judgment, injunction, order or decree binding upon Premier, or such Subsidiary (iii) constitutes a default under or gives rise to any right of termination, cancellation or acceleration of any right or obligation of Premier or any of its Subsidiaries or to a loss of any benefit to which Premier or any of its Subsidiaries is entitled under any provision of any agreement, contract or other instrument binding on Premier or any of its Subsidiaries or any license, franchise, permit or other similar authorization held by Premier or any of its Subsidiaries, except, in than the case of clauses (ii) and (iiiPermitted Liens), for any such contravention, conflict, violation, default, termination, cancellation, acceleration or loss that would not have a material adverse effect on Premier or any of its Subsidiaries taken as a whole.

No Conflict. Other than (i) All Contracts relating to the filing in-license of a Form 4 material Intellectual Property currently used in the conduct of the Company’s business are in full force and an amendment ----------- to Premier's report on Schedule 13D under effect. Each of the Exchange Act, Company and no filing its Subsidiaries is in material compliance with, and no permit, authorization, consent or approval of, has not materially breached any Governmental Authority is necessary for the execution term of this Purchase Agreement or the Registration Rights Agreement by Premier and the any such Contracts. (ii) The consummation by Premier of the transactions contemplated hereby and thereby, except for such filings the failure of which to be made, individually or by this Agreement will neither violate nor result in the aggregatebreach, could modification, cancellation, termination, suspension of, or acceleration of any payments with respect to, such Contracts, except, as to any such conflicts, violations, breaches, defaults or other occurrences which would not reasonably be expected material to have a material adverse effect on Premier, the Company and its Subsidiaries, taken as a whole. Following the Closing Date, or the Surviving Corporation will be permitted to prevent or materially delay exercise all of the consummation of Company’s and its Subsidiaries’ rights under such Contracts to the same extent the Company and its Subsidiaries would have been able to had the transactions contemplated hereby by this Agreement not occurred and thereby. Neither without the execution and delivery of this Purchase Agreement or the Registration Rights Agreement by Premier nor the consummation by Premier of the transactions contemplated hereby or thereby, nor compliance by Premier with any of the provisions hereof or thereof (i) conflicts with or results in any breach of the Articles of Incorporation or bylaws of Premier, (ii) contravenes, conflicts with or would constitute a violation payment of any provision of any lawadditional amounts or consideration other than ongoing fees, regulation, judgment, injunction, order royalties or decree binding upon Premier, or (iii) constitutes a default under or gives rise to any right of termination, cancellation or acceleration of any right or obligation of Premier payments which the Company or any of its Subsidiaries would otherwise be required to pay. Neither this Agreement nor the transactions contemplated by this Agreement will result in, with respect to each of the Company’s and its Subsidiaries’ Contracts which is among the Company’s and its Subsidiaries’ top fifty (50) Contracts, based upon revenue generated for the twelve (12) month period ended on September 30, 2007, or to a loss the Knowledge of the Company with respect to any benefit other Contracts to which Premier the Company or any of its Subsidiaries is entitled under are currently a party, will result in (A) Parent granting to any provision of third party any agreementright to or with respect to any material Intellectual Property right owned by, contract or licensed to, Parent, (B) Surviving Corporation granting to any third party any right to or with respect to any material Intellectual Property right owned by, or licensed to, Surviving Corporation that were not licensed or exercisable by such third party prior to the Closing, (C) Parent being bound by, or subject to, any non-compete or other instrument binding material restriction on Premier the operation or any scope of its Subsidiaries business, (D) Surviving Corporation being bound by, or subject to, any license, franchise, permit non-compete or other similar authorization held by Premier material restriction on the operation or any scope of its Subsidiariesbusiness to which the Company was not subject prior to the Closing, exceptor (E) Parent or Surviving Corporation being obligated to pay any royalties or other material amounts to any third party in excess of those payable by Parent or Company, in respectively, prior to the case of clauses (ii) and Closing. (iii) The representations and warranties set forth in Section 2.7(j)(ii) are true and correct (after giving effect to the Second Merger), except for such failure to be true and correct with respect to any such contravention, conflict, violation, default, termination, cancellation, acceleration or loss that individual Contract which would not have reasonably be expected to result in a material adverse effect on Premier or any of its Subsidiaries taken as a wholeCompany Material Adverse Effect.

No Conflict. Other than the filing of a Form 4 and an amendment ----------- to Premier's report on Schedule 13D under the Exchange ActThe execution, delivery, and no filing with, and no permit, authorization, consent or approval of, any Governmental Authority is necessary for the execution of this Purchase Agreement or the Registration Rights Agreement performance by Premier and the consummation by Premier Loan Parties of the transactions contemplated hereby Loan Documents to which they are parties and thereby, except for such filings the failure of which to be made, individually or in the aggregate, could not reasonably be expected to have a material adverse effect on Premier, and its Subsidiaries, taken as a whole, or to prevent or materially delay the consummation of the transactions contemplated hereby by the Loan Documents do not and thereby. Neither the execution and delivery of this Purchase Agreement or the Registration Rights Agreement by Premier nor the consummation by Premier of the transactions contemplated hereby or thereby, nor compliance by Premier with any of the provisions hereof or thereof will not (ia) conflicts with or results in any breach of the Articles of Incorporation or bylaws of Premier, (ii) contravenes, conflicts with or would constitute a violation of violate any provision of any law, regulation, judgment, injunction, order law or decree binding upon Premierany governmental rule, or (iii) constitutes a default under or gives rise regulation applicable to any right of termination, cancellation or acceleration of any right or obligation of Premier Loan Party or any of its Subsidiaries (excluding the Excluded Entities), or to a loss any order, judgment, or decree of any benefit to which Premier court or other agency of government binding on any Loan Party or any of its Subsidiaries is entitled (excluding the Excluded Entities), (b) conflict with, result in a breach of, or constitute (with due notice or lapse of time or both) a default under any provision Contractual Obligation of any agreement, contract or other instrument binding on Premier Loan Party or any of its Subsidiaries (other than the Excluded Entities), (c) result in or require the creation or imposition of any license, franchise, permit Lien upon any of the properties or other similar authorization held by Premier assets of any Loan Party or any of its SubsidiariesSubsidiaries (excluding the Excluded Entities) (other than any Liens created under any of the Loan Documents in favor of Collateral Agent, on behalf of Secured Parties), (d) result in any default, non-compliance, suspension, revocation, impairment, forfeiture, or non-renewal of any permit, license, authorization, or approval applicable to its operations or any of its properties, (e) require any approval of stockholders, members, or partners or any approval or consent of any Person under any Contractual Obligation of any Loan Party or any of its Subsidiaries (excluding the Excluded Entities), except for such approvals or consents which will be obtained on or before the Closing Date and disclosed in writing to Lenders, or (f) violate any provision of any of the Organizational Documents of any Loan Party or any of its Subsidiaries (excluding the Excluded Entities), except, in the case of the preceding clauses (iia), (b), (d) and (iiie), for any such contraventionviolation, conflict, violationbreach, default, terminationcreation, cancellationimposition, acceleration non-compliance, suspension, revocation, impairment, forfeiture, non-renewal, or loss requirement, in each case, that would could not reasonably be expected, either individually or in the aggregate, to have a material adverse effect on Premier or any of its Subsidiaries taken as a wholeMaterial Adverse Effect.

No Conflict. Other than (a) Subject to receipt of the filing of a Form 4 consents and an amendment ----------- approvals referred to Premier's report on Schedule 13D under in the Exchange Actfollowing sentence, and no filing with, and no permit, authorization, consent or approval of, any Governmental Authority is necessary for neither the execution and delivery of this Purchase Agreement by the Fund nor the consummation of the Merger or the other transactions contemplated hereby will, directly or indirectly (with or without notice or lapse of time): (i) conflict with the Partnership Agreement or the Registration Rights Agreement by Premier and the consummation by Premier certificate of formation of the transactions contemplated hereby and therebyFund, (ii) conflict with any legal requirement or order of any court or governmental authority to which the Fund is subject, (iii) breach any provision of any material contract to which the Fund is a party, except for in the case of the foregoing (ii) or (iii) to the extent such filings the failure of which to be madeconflict or breach would not, individually or in the aggregate, could not reasonably be expected to have a material adverse effect on Premierthe Fund or its ability to consummate the Merger or the other transactions contemplated hereby. Except for the approval of the Fund GP (which approval has already been obtained), the Fund is not and its Subsidiaries, taken as a whole, will not be required to obtain any consent or to prevent approval from any person in connection with the execution and delivery of this Agreement or materially delay the consummation of the Merger and the other transactions contemplated hereby. (b) Neither the execution and delivery of this Agreement by the Fund GP nor the consummation of the transactions contemplated hereby will, directly or indirectly (with or without notice or lapse of time): (i) conflict with the Fund GP’s organizational documents, (ii) conflict with any legal requirement or order of any court or governmental authority to which the Fund GP is subject, (iii) breach any provision of any material contract to which the Fund GP is a party, except in the case of the foregoing (ii) or (iii) to the extent such conflict or breach would not, individually or in the aggregate, have a material adverse effect on the Fund GP’s ability to consummate the transactions contemplated hereby. The Fund is not and thereby. Neither will not be required to obtain any consent or approval from any person in connection with the execution and delivery of this Purchase Agreement or the Registration Rights Agreement by Premier nor the consummation by Premier of the transactions contemplated hereby or thereby, nor compliance by Premier with any of the provisions hereof or thereof (i) conflicts with or results in any breach of the Articles of Incorporation or bylaws of Premier, (ii) contravenes, conflicts with or would constitute a violation of any provision of any law, regulation, judgment, injunction, order or decree binding upon Premier, or (iii) constitutes a default under or gives rise to any right of termination, cancellation or acceleration of any right or obligation of Premier or any of its Subsidiaries or to a loss of any benefit to which Premier or any of its Subsidiaries is entitled under any provision of any agreement, contract or other instrument binding on Premier or any of its Subsidiaries or any license, franchise, permit or other similar authorization held by Premier or any of its Subsidiaries, except, in the case of clauses (ii) and (iii), for any such contravention, conflict, violation, default, termination, cancellation, acceleration or loss that would not have a material adverse effect on Premier or any of its Subsidiaries taken as a wholethis Agreement.

No Conflict. Other than Subject to the filing entry of a Form 4 the Court Orders and an amendment ----------- to Premier's report on Schedule 13D under the Exchange Actexpiration, or waiver by the Bankruptcy Court, of the 10-day period set forth in Bankruptcy Rules 6004(h) and no filing with3020(e), as applicable, the distribution of the Rights, the sale, issuance and no permit, authorization, consent or approval of, any Governmental Authority is necessary for delivery of the execution Shares upon exercise of this Purchase Agreement or the Registration Rights Agreement by Premier and the consummation of the Rights Offering by Premier the Company and the execution and delivery (or, with respect to the Amended Plan, the filing) by the Company of this Agreement and the Amended Plan and compliance by the Company with all of the provisions hereof and thereof and the consummation of the transactions contemplated hereby herein and therebytherein (including compliance by the Investor with its obligations hereunder and thereunder) (i) will not conflict with or result in a breach or violation of, any of the terms or provisions of, or constitute a default under (with or without notice or lapse of time, or both), or result, except for to the extent provided in or contemplated by the Amended Plan, in the acceleration of, or the creation of any lien under, any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound or to which any of the property or assets of the Company or any of its Subsidiaries is subject, (ii) will not result in any violation of the provisions of the Certificate of Incorporation or Bylaws of the Company included in the Amended Plan and as applicable to the Company from and after the Effective Date and (iii) will not result in any violation of, or any termination or material impairment of any rights under, any statute or any license, authorization, injunction, judgment, order, decree, rule or regulation of any court or governmental agency or body having jurisdiction over the Company or any of its Subsidiaries or any of their properties, except in any such filings the failure of which case described in subclause (i) or (iii) as will not have or could not reasonably be expected to be madehave, individually or in the aggregate, could not reasonably be expected to have a material adverse effect on Premier, Material Adverse Effect and its Subsidiaries, taken as a whole, or to prevent or materially delay the consummation of the transactions contemplated hereby and thereby. Neither the execution and delivery of this Purchase Agreement or the Registration Rights Agreement by Premier nor the consummation by Premier of the transactions contemplated hereby or thereby, nor compliance by Premier with except in any of the provisions hereof or thereof such case described in subclause (i) conflicts with or results in any breach of the Articles of Incorporation or bylaws of Premier, (ii) contravenes, conflicts with or would constitute a violation of any provision of any law, regulation, judgment, injunction, order or decree binding upon Premier, or (iii) constitutes a default under or gives rise to any right of termination, cancellation or acceleration of any right or obligation of Premier or any of its Subsidiaries or to a loss of any benefit to which Premier or any of its Subsidiaries is entitled under any provision of any agreement, contract or other instrument binding on Premier or any of its Subsidiaries or any license, franchise, permit or other similar authorization held by Premier or any of its Subsidiaries, except, in the case of clauses (ii) and (iii), for any (w) the registration under the Securities Act of 1933 and the rules and regulations of the Commission thereunder (collectively, the “Securities Act”) of resales of the Shares following exercise of Rights, (x) the approval by the Bankruptcy Court of the Company’s authority to enter into and implement this Agreement, (y) filings with respect to and the expiration or termination of the waiting period under the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Act (the “HSR Act”) relating to the placement of Shares with the Investor and (z) such contraventionconsents, conflictapprovals, violationauthorizations, default, termination, cancellation, acceleration registrations or loss that would not have a material adverse effect on Premier qualifications as may be required under state securities or any Blue Sky laws in connection with the purchase of its Subsidiaries taken as a wholethe Shares by the Investor.

No Conflict. Other than The execution and delivery of the filing Separation Agreements required to be listed in Section 3.21(a) of a Form 4 and an amendment ----------- to Premier's report on Schedule 13D under the Exchange ActParent Disclosure Letter by Parent does not, and no filing with, and no permit, authorization, consent or approval of, any Governmental Authority is necessary for the execution performance of this Purchase Agreement or the Registration Rights Agreement such Separation Agreements by Premier and the consummation by Premier of the transactions contemplated hereby and thereby, except for such filings the failure of which to be made, individually or in the aggregate, could not reasonably be expected to have a material adverse effect on Premier, Parent and its Subsidiaries, taken as a whole, or to prevent or materially delay Subsidiaries and the consummation of the transactions contemplated hereby and thereby. Neither the execution and delivery of this Purchase Agreement or the Registration Rights Agreement thereby by Premier nor the consummation by Premier of the transactions contemplated hereby or thereby, nor compliance by Premier with any of the provisions hereof or thereof Parent will not: (i) conflicts conflict with or results in violate the Parent Charter Documents or the Subsidiary Charter Documents of any breach Subsidiary of the Articles of Incorporation or bylaws of PremierParent, (ii) contravenes, conflicts conflict with or would constitute a violation of violate any provision of any law, regulation, judgment, injunction, order or decree binding upon Premier, or (iii) constitutes a default under or gives rise material Legal Requirement applicable to any right of termination, cancellation or acceleration of any right or obligation of Premier Parent or any of its Subsidiaries or to a loss of any benefit to by which Premier or any of its Subsidiaries is entitled under any provision of any agreement, contract or other instrument binding on Premier Parent or any of its Subsidiaries or any licenseof their respective material properties is bound or affected, franchise, permit or other similar authorization held by Premier or any of its Subsidiaries, except, in the case of clauses (ii) and (iii)) result in any material breach of or constitute a material default (or an event that with notice or lapse of time or both would become a material default) under, for or materially impair the rights of Parent or its Subsidiaries (after giving effect to the Parent Merger and the transactions contemplated by the Separation Agreements) or materially alter the rights or obligations of any such contraventionthird party under, conflict, violation, default, or give to others any rights of termination, cancellationamendment, acceleration or loss that would not have cancellation of, or result in the creation of a material adverse effect Lien on Premier any of the material properties or assets of Parent or any of its Subsidiaries taken (after giving effect to the Parent Merger and the transactions contemplated by the Separation Agreements) pursuant to, any Parent Contract, except as would not reasonably be expected to be material to Parent. Section 3.21(b) of the Parent Disclosure Letter lists all consents, waivers and approvals under any of the Contracts of Parent or any of its Subsidiaries required to be obtained in connection with the consummation of the transactions contemplated by the Separation Agreements, which, if individually or in the aggregate are not obtained, would result in a wholematerial loss of benefits to the Surviving Corporation in the Parent Merger (after giving effect to the Parent Merger and the transactions contemplated by the Separation Agreements) or would prevent or materially impair the consummation of the transactions contemplated by the Parent Merger or the Separation Agreements.

No Conflict. Other than Subject to the filing receipt of a Form 4 the Consents described in Section 6.05 and an amendment ----------- to Premier's report on Schedule 13D under assuming the Exchange Actaccuracy of the representations and warranties of Starwood and Vistana set forth in Article IV and Article V, and no filing with, and no permit, authorization, consent or approval of, any Governmental Authority is necessary for the execution and delivery by each of ILG and Merger Sub of this Purchase Agreement and the Transaction Documents to which it is or will be a party at the Registration Rights Agreement by Premier Effective Time and the consummation by Premier ILG and Merger Sub of the transactions contemplated hereby and therebythereby (for the avoidance of doubt, except for such filings including performance of the failure Transaction Documents following the Closing by ILG and the ILG Subsidiaries including the Vistana Entities) do not and will not, as of which to be madethe Effective Time, individually (a) violate any provision of, or result in the aggregatematerial breach of, could not reasonably be expected any Law applicable to have a material adverse effect on Premier, ILG and its Subsidiaries, taken as a whole, the ILG Subsidiaries or to prevent or materially delay the consummation of the transactions contemplated hereby and thereby. Neither the execution and delivery of this Purchase Agreement or the Registration Rights Agreement by Premier nor the consummation by Premier of the transactions contemplated hereby or thereby, nor compliance by Premier with which any of the provisions hereof or thereof its assets is bound; (ib) conflicts conflict with or results in any breach of the Articles of Incorporation or bylaws of Premier, (ii) contravenes, conflicts with or would constitute a violation of any provision of the Organizational Documents of ILG, Merger Sub and the ILG Subsidiaries; or (c) violate any law, regulation, judgment, injunction, order provision of or decree binding upon Premierresult in a breach of, or (iii) constitutes require a default under consent under, or gives rise to any right of terminate or result in the termination, cancellation creation, modification or acceleration of any right obligation under, or obligation of Premier result in the loss, reduction or any of its Subsidiaries or to a loss delay of any benefit or payment obligation under, or give rise to any increased, additional or accelerated rights of any other party under, or create any restriction on the conduct of the businesses of ILG and the ILG Subsidiaries pursuant to (i) any ILG Material Contract or (ii) any Contract involving, related to or affecting the grant of any right in any material Intellectual Property pursuant to which Premier or any of its ILG and the ILG Subsidiaries is entitled under any provision of any agreement, contract or other instrument binding on Premier or any of its Subsidiaries or any license, franchise, permit or other similar authorization held by Premier or any of its Subsidiariesconduct their respective businesses, except, in the case of clauses (iia) and (iiic)(i), for any such contraventionas would not, conflictindividually or in the aggregate, violation, default, termination, cancellation, acceleration or loss that would not have a material adverse effect on Premier or any of its Subsidiaries taken as a wholean ILG Material Adverse Effect.

No Conflict. Other than (a) None of the filing of a Form 4 and an amendment ----------- to Premier's report on Schedule 13D under the Exchange ActSellers is in default under, and no filing withthe execution, delivery and no permit, authorization, consent or approval of, performance by any Governmental Authority is necessary for the execution Seller of this Purchase Agreement or the Registration Rights Agreement by Premier and each other Transaction Document to which it is a party and the consummation by Premier of the transactions contemplated hereby and therebythereby do not and will not conflict with or result in any, violation of or default under any provision of (i) any Organizational Documents of such Seller, (ii) any Legal Requirement or any Order or (iii) any Contract to which any Seller is a party or by which it or any of the Purchased Assets is bound, except for such filings the failure of which to be made, individually or in the aggregatecase of this clause (iii) where any such conflict, violation or default has not had and could not reasonably be expected to have a material adverse effect Material Adverse Effect on Premierthe Purchased Assets. The execution, delivery and its Subsidiaries, taken as a whole, or to prevent or materially delay performance of this Agreement and each other Transaction Document and the consummation of the transactions contemplated hereby and thereby. Neither thereby will not result in any such violation or be in conflict with or constitute, with or without the execution and delivery passage of this Purchase Agreement time or giving of notice, a default under any such provision or an event which results in the Registration Rights Agreement by Premier nor the consummation by Premier creation of the transactions contemplated hereby or thereby, nor compliance by Premier with any Encumbrance upon any of the provisions hereof or thereof Purchased Assets (iexcept an Encumbrance created in favor of a Seller by a Transaction Document) conflicts with or results in any breach of the Articles of Incorporation or bylaws of Premier, (ii) contravenes, conflicts with or would constitute a violation of any provision of any law, regulation, judgment, injunction, order or decree binding upon Premier, or (iii) constitutes a default under or gives rise to any right of termination, cancellation or acceleration of any right or obligation of Premier or any of its Subsidiaries Seller or to a loss of any benefit to which Premier or any of its Subsidiaries Seller is entitled under any provision of any agreementContract binding upon any Seller or any of the Purchased Assets, contract except as provided under the Transaction Documents. (b) Except as set forth in Section 3.3(b) of the Disclosure Schedule, none of the Sellers is or other instrument binding on Premier will be required to give any notice to or make any filing with or obtain any Consent under any Contract to which it is a party or by which it, any of its Assets or any of its Subsidiaries employees or any licenseindependent contractors is bound in connection with the execution and delivery of this Agreement or the other Transaction Documents or the consummation of the transactions contemplated hereby or thereby, franchise, permit or other similar authorization held by Premier or any of its Subsidiaries, except, in except where the case of clauses (ii) failure to do so has not had and (iii), for any such contravention, conflict, violation, default, termination, cancellation, acceleration or loss that would could not reasonably be expected to have a material adverse effect Material Adverse Effect on Premier or any of its Subsidiaries taken as a wholethe Purchased Assets.

No Conflict. Other than Subject to obtaining the filing HSR Approval (if required) and the approval of a Form 4 the Bankruptcy Court and an amendment ----------- to Premier's report on Schedule 13D the State of New Jersey under the Exchange ActIndustrial Site Recovery Act (if required), and no filing withassuming that all consents, approvals, authorizations and other actions described in Section 3.03 have been obtained, all filings and notifications listed in Section 3.03 of the Sellers’ Disclosure Schedule have been made, and no permitany applicable waiting period has expired or been terminated, authorizationand except as may result from any facts or circumstances relating solely to the Purchaser, consent or approval ofthe execution, any Governmental Authority is necessary for the execution delivery and performance of this Purchase Agreement or the Registration Rights Agreement by Premier and the consummation Ancillary Agreements by Premier of the transactions contemplated hereby Sellers and thereby, except for such filings the failure of which to be made, individually or in the aggregate, could not reasonably be expected to have a material adverse effect on Premier, and its Subsidiaries, taken as a whole, or to prevent or materially delay the consummation of the transactions contemplated Transactions hereby and thereby. Neither the execution thereby do not and delivery of this Purchase Agreement or the Registration Rights Agreement by Premier nor the consummation by Premier will not, except as set forth in Section 3.02 of the transactions contemplated hereby Sellers’ Disclosure Schedule: (a) violate, conflict with or therebyresult in the breach of the certificate of incorporation, nor compliance by Premier with articles of incorporation, bylaws, certificate of formation, operating agreement, limited liability company agreement or similar formation or organizational documents of any of the provisions hereof or thereof Sellers; (ib) conflicts conflict with or results violate any Law or Order applicable to any of the Sellers or any of the Purchased Assets or Assumed Liabilities; (c) violate, conflict with, result in any breach of the Articles of Incorporation or bylaws of Premierof, (ii) contravenes, conflicts with or would constitute a violation default (or event which with the giving of any provision notice or lapse of any law, regulation, judgment, injunction, order or decree binding upon Premiertime, or (iiiboth, would become a default) constitutes a default under under, or gives rise to require any right of termination, cancellation or acceleration of any right or obligation of Premier or any of its Subsidiaries or to a loss of any benefit to which Premier or any of its Subsidiaries is entitled consent under any provision of any note, bond, mortgage or indenture, Contract, agreement, contract lease, sublease, license, permit, franchise or other instrument binding on Premier or arrangement to which any of its Subsidiaries the Sellers is a party, or result in the creation of any license, franchise, permit or Lien (other similar authorization held by Premier or than Permitted Liens) on any of its Subsidiariesthe Purchased Assets, except to the extent that any such rights and such Liens are not enforceable (before or after consummation of the Transactions) due to operation of the Bankruptcy Code and except, in the case of clauses (iib) and (iiic), for any such contravention, conflict, violation, default, termination, cancellation, acceleration breach or loss default that would not have reasonably be expected to have, individually or in the aggregate, a material adverse effect on Premier or any of its Subsidiaries taken as a wholeMaterial Adverse Effect.

No Conflict. Other than the filing of a Form 4 and an amendment ----------- to Premier's report on Schedule 13D under the Exchange Act, and no filing with, and no permit, authorization, consent or approval of, any Governmental Authority is necessary for the execution of this Purchase Agreement or the Registration Rights Agreement by Premier and the consummation by Premier All Contracts listed in Section 2.7 of the transactions contemplated hereby and thereby, except for such filings the failure of which VGX Disclosure Letter relating to be made, individually or in the aggregate, could not reasonably be expected to have a material adverse effect on Premier, and its Subsidiaries, taken as a whole, or to prevent or materially delay the consummation of the transactions contemplated hereby and thereby. Neither the execution and delivery of this Purchase Agreement or the Registration Rights Agreement by Premier nor the consummation by Premier of the transactions contemplated hereby or thereby, nor compliance by Premier with any of the provisions hereof or thereof either (i) conflicts with or results in any breach of the Articles of Incorporation or bylaws of Premier, (ii) contravenes, conflicts with or would constitute a violation of any provision of any law, regulation, judgment, injunction, order or decree binding upon Premier, or (iii) constitutes a default under or gives rise to any right of termination, cancellation or acceleration of any right or obligation of Premier or any of its Subsidiaries or to a loss of any benefit to which Premier or any of its Subsidiaries is entitled under any provision of any agreement, contract or other instrument binding on Premier or any of its Subsidiaries or any license, franchise, permit or other similar authorization held VGX Intellectual Property owned by Premier VGX or any of its Subsidiaries, except, in the case of clauses or (ii) Inbound Licenses, are in full force and (iii)effect. This Agreement will neither violate nor result in the material breach, for any such contraventionmaterial modification, conflict, violation, defaultcancellation, termination, cancellationsuspension of, or material acceleration of any payments with respect to, such Contracts. VGX or loss its Subsidiaries, as the case may be, is in material compliance with, and has not materially breached any term of any such Contracts and, to the Knowledge of VGX, all other parties to such Contracts are in compliance with, and have not materially breached any term of, such Contracts. Following the Closing Date, the Surviving Entity will be permitted to exercise all of VGX's rights or the rights of any of VGX's Subsidiaries, as the case may be, under such Contracts and all rights with respect to VGX Intellectual Property under such Contracts to the same extent VGX or any of its Subsidiaries, as the case may be, would have been able to had the Merger not occurred and without the payment of any material additional amounts or consideration other than ongoing fees, royalties or payments that would not have a material adverse effect on Premier VGX or any of its Subsidiaries taken would otherwise be required to pay. Neither this Agreement nor the Merger, will result in (A) VGX or any of its Subsidiaries, or after the Effective Time Inovio or the Surviving Entity, granting to any third party any right to or with respect to any material VGX Intellectual Property right not already so licensed by VGX or any of its Subsidiaries, (B) Inovio or the Surviving Entity being bound by, or subject to, any non-compete or other material restriction on the operation or scope or their respective businesses, or (C) Inovio or the Surviving Entity being obligated to pay any royalties or other material amounts to any third party in excess of those payable by VGX of any of its Subsidiaries, as a wholethe case may be, prior to the Closing.

No Conflict. Other than the filing of a Form 4 and an amendment ----------- to Premier's report on Schedule 13D under the Exchange Act, and no filing with, and no permit, authorization, consent or approval of, any Governmental Authority is necessary for the execution of this Purchase Agreement or the Registration Rights Agreement by Premier and the consummation by Premier of the transactions contemplated hereby and thereby, except for such filings the failure of which to be made, individually or in the aggregate, could not reasonably be expected to have a material adverse effect on Premier, and its Subsidiaries, taken as a whole, or to prevent or materially delay the (i) The consummation of the transactions contemplated hereby and thereby. Neither by this Agreement will neither materially violate nor result in the execution and delivery of this Purchase Agreement material breach, or the Registration Rights Agreement by Premier nor the consummation by Premier of the transactions contemplated hereby or therebymaterial modification, nor compliance by Premier with any of the provisions hereof or thereof (i) conflicts with or results in any breach of the Articles of Incorporation or bylaws of Premiercancellation, (ii) contravenes, conflicts with or would constitute a violation of any provision of any law, regulation, judgment, injunction, order or decree binding upon Premier, or (iii) constitutes a default under or gives rise to any right of termination, cancellation suspension of, or acceleration of any payments with respect to the Contracts required to be listed in Section 2.7(m) of the Company Disclosure Letter, or give any non-Company party to any such Contract the right to do any of the foregoing. Following the Closing Date, the Surviving Corporation in the Company Merger will be permitted to exercise all of the Company’s and its Subsidiaries’ rights under such Contracts to the same extent the Company and its Subsidiaries would have been able to had the transactions contemplated by this Agreement not occurred and without the payment of any additional amounts or obligation of Premier consideration other than ongoing fees, royalties or payments which the Company or any of its Subsidiaries would otherwise be required to pay. (ii) Neither this Agreement nor the transactions contemplated by this Agreement, including the assignment to Parent or to a loss Merger Sub by operation of law or otherwise of any benefit contracts or agreements to which Premier the Company or any of its Subsidiaries is entitled under are a party, will result in (a) either Parent’s or the Merger Sub’s granting to any provision third party any right or license to or with respect to any material Intellectual Property right owned by, or licensed to, either of them prior to the Closing, (b) either Parent or Merger Sub being bound by, or subject to, any agreement, contract non-compete or other instrument binding material restriction on Premier the operation or scope or their respective businesses (including a covenant not to ▇▇▇), or (c) either Parent or Merger Sub being obligated to pay any of its Subsidiaries or any license, franchise, permit royalties or other similar authorization held material amounts to any third party in excess of those payable by Premier Parent or any of its SubsidiariesMerger Sub, exceptrespectively, in prior to the case of clauses (ii) and (iii), for any such contravention, conflict, violation, default, termination, cancellation, acceleration or loss that would not have a material adverse effect on Premier or any of its Subsidiaries taken as a wholeClosing.

No Conflict. Other than the filing of a Form 4 and an amendment ----------- to Premier's report Except as set forth on Schedule 13D under the Exchange Act4.2, and no filing with, and no permit, authorization, consent or approval of, any Governmental Authority is necessary for the execution and delivery of this Agreement, the European Purchase Agreement or and the Registration Rights Indemnification Agreement by Premier Serologicals and the consummation Parent Guaranty by Premier of the transactions contemplated hereby and therebyParent, except for such filings the failure of which to be made, individually or in the aggregate, could not reasonably be expected to have a material adverse effect on Premier, and its Subsidiaries, taken as a whole, or to prevent or materially delay the consummation of the transactions contemplated hereby herein and thereby. Neither therein by Serologicals, and the execution performance of the covenants and delivery agreements of this Purchase Agreement Serologicals contained herein and of Parent contained in the Parent Guaranty will not, with or without the giving of notice or the Registration Rights Agreement by Premier nor the consummation by Premier lapse of the transactions contemplated hereby time, or therebyboth, nor compliance by Premier (i) violate or conflict with any of the provisions hereof or thereof (i) conflicts with or results in any breach of the Articles certificate of Incorporation incorporation or bylaws of PremierSerologicals or Parent, (ii) contravenesviolate, conflicts conflict with or would constitute result in a violation breach or default or loss of rights under, result in, cause or create any liability, reassessment or revaluation of assets, or Lien pursuant to, or cause the termination or acceleration of or give any third party the right to modify, terminate, or accelerate any obligations under, any term or condition of any provision indenture, mortgage, lease, loan agreement, license, permit, contract, agreement or instrument to which Serologicals or Parent either is a party or by which any of their respective properties may be bound, (iii) violate or conflict with any law, regulationordinance, rule, order, judgment, injunctiondecree or ruling of any Governmental Authority applicable to Serologicals or Parent or any of their respective assets or properties, order (iv) result in the creation or decree binding imposition of any Lien upon Premierany assets or properties of Serologicals or Parent, or (iiiv) constitutes a default under or gives rise except for approval pursuant to the HSR Act and the FTA, require any right of terminationauthorization, cancellation or acceleration of any right or obligation of Premier or any of its Subsidiaries or to a loss of any benefit to which Premier or any of its Subsidiaries is entitled under any provision of any agreementconsent, contract approval, exemption, or other instrument binding on Premier action by or notice or declaration to or filing with, any of its Subsidiaries court or any license, franchise, permit administrative or other similar authorization held by Premier governmental body or any of its Subsidiariesagency, except, except in the case cases of clauses (ii) and (iiiii)-(v), for any such contraventionviolations, conflictconflicts, violationbreaches, defaultLiens, terminationauthorizations, cancellationconsents or similar matters as to which requisite waivers or consents will have been obtained prior to the Closing or which individually, acceleration or loss that in the aggregate, would not have a material adverse effect on Premier impair Serologicals' ability to perform its obligations hereunder or any of under the European Purchase Agreement or the Indemnification Agreement or Parent's ability to perform its Subsidiaries taken as a wholeobligations under the Parent Guaranty.

No Conflict. Other than the filing of a Form 4 and an amendment ----------- to Premier's report on Schedule 13D under the Exchange Act, and no filing with, and no permit, authorization, consent or approval of, any Governmental Authority is necessary for the execution of this Purchase Agreement or the Registration Rights Agreement by Premier and the consummation by Premier All Contracts listed in Section 3.7 of the transactions contemplated hereby and thereby, except for such filings the failure of which Inovio Disclosure Letter relating to be made, individually or in the aggregate, could not reasonably be expected to have a material adverse effect on Premier, and its Subsidiaries, taken as a whole, or to prevent or materially delay the consummation of the transactions contemplated hereby and thereby. Neither the execution and delivery of this Purchase Agreement or the Registration Rights Agreement by Premier nor the consummation by Premier of the transactions contemplated hereby or thereby, nor compliance by Premier with any of the provisions hereof or thereof either (i) conflicts with or results in any breach of the Articles of Incorporation or bylaws of Premier, (ii) contravenes, conflicts with or would constitute a violation of any provision of any law, regulation, judgment, injunction, order or decree binding upon Premier, or (iii) constitutes a default under or gives rise to any right of termination, cancellation or acceleration of any right or obligation of Premier or any of its Subsidiaries or to a loss of any benefit to which Premier or any of its Subsidiaries is entitled under any provision of any agreement, contract or other instrument binding on Premier or any of its Subsidiaries or any license, franchise, permit or other similar authorization held Inovio Intellectual Property owned by Premier Inovio or any of its Subsidiaries, except, in the case of clauses or (ii) Inbound Licenses, are in full force and (iii)effect. This Agreement will neither violate nor result in the material breach, for any such contraventionmaterial modification, conflict, violation, defaultcancellation, termination, cancellationsuspension of, or material acceleration of any payments with respect to, such Contracts. Inovio or loss its Subsidiaries, as the case may be, is in material compliance with, and has not materially breached any term of any such Contracts and, to the Knowledge of Inovio, all other parties to such Contracts are in compliance with, and have not materially breached any term of, such Contracts. Following the Closing Date, Inovio will be permitted to exercise all of Inovio's rights or the rights of any of Inovio's Subsidiaries, as the case may be, under such Contracts and all rights with respect to Inovio Intellectual Property under such Contracts to the same extent Inovio or any of its Subsidiaries, as the case may be, would have been able to had the Merger not occurred and without the payment of any material additional amounts or consideration other than ongoing fees, royalties or payments that would not have a material adverse effect on Premier Inovio or any of its Subsidiaries taken would otherwise be required to pay. Neither this Agreement nor the Merger, will result in (A) Inovio or any of its Subsidiaries, or after the Effective Time Inovio or the Surviving Entity, granting to any third party any right to or with respect to any material Inovio Intellectual Property right not already so licensed by Inovio or any of its Subsidiaries, (B) Inovio or the Surviving Entity being bound by, or subject to, any non-compete or other material restriction on the operation or scope or their respective businesses, or (C) Inovio or the Surviving Entity being obligated to pay any royalties or other material amounts to any third party in excess of those payable by Inovio of any of its Subsidiaries, as a wholethe case may be, prior to the Closing.

No Conflict. Other than the filing of a Form 4 The execution and an amendment ----------- to Premier's report on Schedule 13D under the Exchange Act, and no filing with, and no permit, authorization, consent or approval of, any Governmental Authority is necessary for the execution of this Purchase Agreement or the Registration Rights Agreement delivery by Premier and the consummation by Premier each Seller of the transactions contemplated hereby and therebyTransaction Documents to which it is a party, except for such filings the failure of which to be made, individually or in the aggregate, could not reasonably be expected to have a material adverse effect on Premier, and its Subsidiaries, taken as a whole, or to prevent or materially delay the consummation of the transactions contemplated hereby and thereby. Neither , and the execution and delivery of this Purchase Agreement or the Registration Rights Agreement performance by Premier nor the consummation by Premier such Seller of the transactions contemplated hereby Transaction Documents to which it is a party in accordance with its terms, will not: (a) violate the certificate of formation or therebycertificate of limited partnership, nor compliance as applicable, bylaws or limited partnership agreement, as applicable, or other organizational documents of such Seller; (b) subject to the applicable Seller’s receipt or making of all required consents, approvals, authorizations or actions of, filings and notices set forth on Section 3.4(b) of the Seller Disclosure Letter (the “Seller Consents and Notices”), as the same may be updated by Premier Sellers on or before November 30, 2014, require the Sellers to obtain any consents, approvals or authorizations of, or make any filings with or give any notices to, any Governmental Bodies or any other Person that have not been obtained, made or given; (c) if the Seller Consents and Notices applicable to such Seller are obtained, made or given, violate or result in the breach of any of the provisions hereof terms and conditions of, cause the termination of or thereof give any other contracting party the right to terminate, or constitute (ior with notice or lapse of time, or both, constitute) conflicts with a default under, any Contract to which such Seller is a party or results by or to which the Sellers or the Transferred Interests held by such Seller are or may be bound or subject; or result in the creation of any Lien on the Transferred Interests held by such Seller; or (d) if the Seller Consents and Notices are obtained, made or given, violate or result in the breach of the Articles of Incorporation any applicable orders, judgments, injunctions, awards, decrees or bylaws of Premierwrits (collectively, (ii) contravenes“Orders”), conflicts with or would constitute a violation any applicable Law of any provision of any law, regulation, judgment, injunction, order or decree binding upon Premier, or (iii) constitutes a default under or gives rise to any right of termination, cancellation or acceleration of any right or obligation of Premier or any of its Subsidiaries or to a loss of any benefit to which Premier or any of its Subsidiaries is entitled under any provision of any agreement, contract or other instrument binding on Premier or any of its Subsidiaries or any license, franchise, permit or other similar authorization held by Premier or any of its Subsidiaries, except, in the case of clauses (ii) and (iii), for any such contravention, conflict, violation, default, termination, cancellation, acceleration or loss that would not have a material adverse effect on Premier or any of its Subsidiaries taken as a wholeGovernmental Body.

No Conflict. Other than Except for (a) entry of the filing of a Form 4 Sale Order, (b) notices, filings and an amendment ----------- to Premier's report on Schedule 13D consents required in connection with the Bankruptcy Case, (c) any applicable notices, filing, consents or approvals under the Exchange Actany applicable antitrust, competition or trade regulation or other Legal Requirements, and (d) items listed on Disclosure Schedule 5.3, no Seller is required to give any notice to, make any filing with, and no permit, authorization, with or obtain any consent or approval of, from any Person (including any Governmental Authority is necessary for Authority) in connection with the execution and delivery of this Purchase Agreement and the other Transaction Documents or the Registration Rights Agreement by Premier and the consummation by Premier or performance of the transactions contemplated hereby and thereby, except for such filings the failure of which to be made, individually or in the aggregate, could not reasonably be expected to have a material adverse effect on Premier, and its Subsidiaries, taken as a whole, or to prevent or materially delay the consummation any of the transactions contemplated hereby and thereby. Neither When the consents and other actions described in the preceding sentence, including entry of the Sale Order, have been obtained and taken, the execution and delivery of this Purchase Agreement or and the Registration Rights Agreement by Premier nor other Transaction Documents and the consummation by Premier of the transactions contemplated hereby or thereby, nor compliance by Premier with provided for herein and therein will not result in the breach of any of the terms and provisions hereof of, or thereof constitute a default (with or without notice or lapse of time or both) under, or conflict with, or cause any acceleration of any obligation of any Seller under (i) conflicts with any Material Contract to which any Seller is or results in any breach of the Articles of Incorporation or bylaws of PremierAssets are bound, (ii) contravenesthe certificate of incorporation, conflicts with bylaws or would constitute a violation other governing documents of any provision of any lawSeller, regulation, judgment, injunction, order or decree binding upon Premier, or (iii) constitutes a default under or gives rise any Order applicable to any right of termination, cancellation or acceleration of any right or obligation of Premier Seller or any of its Subsidiaries the Assets, (iv) any Legal Requirement or to a loss (v) result in the creation of any benefit to which Premier or any of its Subsidiaries is entitled under any provision of any agreement, contract or other instrument binding material Encumbrance on Premier or any of its Subsidiaries or any license, franchise, permit or other similar authorization held by Premier or any of its Subsidiariesthe Assets, except, in the case of clauses (iiiii) and (iiiiv), for any such contraventionas would not, conflictindividually or in the aggregate, violation, default, termination, cancellation, acceleration or loss that would not reasonably be expected to have a material adverse effect on Premier or any of its Subsidiaries taken as a wholeMaterial Adverse Effect.

No Conflict. Other than the filing of a Form 4 and an amendment ----------- to Premier's report on Schedule 13D under the Exchange Act, and no filing with, and no permit, authorization, consent or approval of, any Governmental Authority is necessary for the execution of this Purchase Agreement or the Registration Rights Agreement by Premier and the consummation by Premier of the transactions contemplated hereby and thereby, except for such filings the failure of which to be made, individually or in the aggregate, could not reasonably be expected to have a material adverse effect on Premier, and its Subsidiaries, taken as a whole, or to prevent or materially delay the consummation of the transactions contemplated hereby and thereby. Neither the The execution and delivery of this Purchase Agreement or the Registration Rights Agreement by Premier nor do not, and the consummation by Premier of the Merger and the other transactions contemplated hereby or thereby, nor by this Agreement and compliance by Premier with any of the provisions hereof of this Agreement will not, conflict with, or thereof result in any violation or breach of, or default (i) conflicts with or results in any breach without notice or lapse of the Articles of Incorporation or bylaws of Premier, (ii) contravenes, conflicts with or would constitute a violation of any provision of any law, regulation, judgment, injunction, order or decree binding upon Premiertime, or (iiiboth) constitutes a default under under, or gives give rise to any a right of termination, cancellation or acceleration of any right obligation or obligation to the loss of Premier a benefit under, or result in the creation of any Lien upon any of its Subsidiaries the properties or to a loss assets of any benefit to which Premier Parent or any of its Subsidiaries is entitled under Sub under, any provision of (i) the certificate of incorporation, bylaws or comparable organizational documents of Parent or Sub or (ii) subject to the filings and other matters referred to in the immediately following sentence, any agreementLaw or Judgment, contract in each case applicable to Parent or Sub or their respective properties or assets, other instrument binding on Premier or any of its Subsidiaries or any license, franchise, permit or other similar authorization held by Premier or any of its Subsidiaries, exceptthan, in the case of clauses clause (ii), any such conflicts, violations, breaches, defaults, rights, losses or Liens that would not, individually or in the aggregate, reasonably be expected to prevent or materially delay the Closing. No consent, approval, order or authorization of, registration, declaration or filing with, or notice to, any Governmental Entity is required to be obtained or made by or with respect to Parent or Sub in connection with the execution and delivery of this Agreement by Parent and Sub or the consummation by Parent and Sub of the Merger or the other transactions contemplated by this Agreement except for (I) the filing of a premerger notification and report form by Parent and Sub under the HSR Act and the filings and receipt, termination or expiration, as applicable, of such other approvals or waiting periods as may be required under any other applicable foreign or domestic competition, merger control, antitrust or similar Law, (II) the delivery of the Certificate of Merger to the department of state of the State of New York and (iii)III) such other consents, for any such contraventionapprovals, conflictorders, violationauthorizations, defaultregistrations, terminationdeclarations, cancellationfilings and notices the failure of which to be obtained or made would not, acceleration individually or loss that would not have a material adverse effect on Premier in the aggregate, reasonably be expected to prevent or any of its Subsidiaries taken as a wholematerially delay the Closing.

No Conflict. Other than Assuming that the filing of a Form 4 and an amendment ----------- to Premier's report on Schedule 13D under the Exchange ActConsents described in Section 5.7 are obtained, and no filing with, and no permit, authorization, consent or approval of, any Governmental Authority is necessary for the execution and delivery by the Debtors and, to the extent relevant, their respective Subsidiaries of this Purchase Agreement or Agreement, the Registration Rights Agreement Plan and the other Transaction Agreements, the compliance by Premier the Debtors and, to the extent relevant, their respective Subsidiaries with all of the provisions hereof and thereof and the consummation by Premier of the transactions contemplated hereby herein and therebytherein (including compliance by each Investor with its obligations hereunder and thereunder) (a) will not conflict with, or result in a breach, modification or violation of, any of the terms or provisions of, or constitute a default under (with or without notice or lapse of time, or both), or result, except for such filings to the failure extent specified in the Attached Plan, in the acceleration of, or the creation or imposition of which any Lien under, or cause any payment or consent to be maderequired under, any Material Contract, (b) will not require any Consent of or notice to any Person under any Material Contract of the Debtors or any of their respective Subsidiaries (c) will not result in any violation of the provisions of the certificate of incorporation or bylaws (or comparable constituent documents) of the Debtors or any of their respective Subsidiaries or the Certificate of Incorporation or Bylaws, (d) will not result in any material violation of any Law or Order applicable to the any Debtor or any of its Subsidiaries or any of its or their properties and (e) will not result in any default under (with or without notice or lapse of time, or both), non-compliance, suspension revocation, impairment, forfeiture or non-renewal of any material permit, license, authorization or approval applicable to its operations or any of its properties, except in any such case described in clauses (a) and (b) for any conflict, breach, violation, default, acceleration or Lien which has not, and would not reasonably be expected to, individually or in the aggregate, could not reasonably be expected (i) prohibit, materially delay or materially adversely impact the Debtors’ or any of their respective Subsidiaries’ ability to have perform its respective obligations under, or to consummate the transaction contemplated by, this Agreement, the Plan and the other Transaction Agreements to which it is a material adverse effect on Premier, party and its (ii) adversely impact the ability of the Debtors and the respective Subsidiaries, taken as a whole, to conduct their respective businesses or otherwise result in a material liability to prevent or materially delay the consummation of the transactions contemplated hereby Debtors and thereby. Neither the execution and delivery of this Purchase Agreement or the Registration Rights Agreement by Premier nor the consummation by Premier of the transactions contemplated hereby or thereby, nor compliance by Premier with any of the provisions hereof or thereof (i) conflicts with or results in any breach of the Articles of Incorporation or bylaws of Premier, (ii) contravenes, conflicts with or would constitute a violation of any provision of any law, regulation, judgment, injunction, order or decree binding upon Premier, or (iii) constitutes a default under or gives rise to any right of termination, cancellation or acceleration of any right or obligation of Premier or any of its Subsidiaries or to a loss of any benefit to which Premier or any of its Subsidiaries is entitled under any provision of any agreement, contract or other instrument binding on Premier or any of its Subsidiaries or any license, franchise, permit or other similar authorization held by Premier or any of its their respective Subsidiaries, except, in the case of clauses (ii) and (iii), for any such contravention, conflict, violation, default, termination, cancellation, acceleration or loss that would not have a material adverse effect on Premier or any of its Subsidiaries taken as a whole.

No Conflict. Other than the filing of a Form 4 and an amendment ----------- to Premier's report on Schedule 13D under the Exchange Act, and no filing with, and no permit, authorization, consent or approval of, any Governmental Authority is necessary for the execution ‌ The entering into of this Purchase Agreement or the Registration Rights Agreement by Premier and the consummation performance by Premier the Buyer of its obligations hereunder, including without limitation, the issuance of the transactions contemplated hereby and therebyConsideration Shares, except for such filings the failure will not: (a) conflict with or result in a breach of which to be made, individually or in the aggregate, could not reasonably be expected to have a material adverse effect on Premier, and its Subsidiaries, taken as a whole, or to prevent or materially delay the consummation of the transactions contemplated hereby and thereby. Neither the execution and delivery of this Purchase Agreement or the Registration Rights Agreement by Premier nor the consummation by Premier of the transactions contemplated hereby or thereby, nor compliance by Premier with any of the terms, conditions or provisions hereof or thereof of: (i) conflicts with or results in any breach the constating documents of the Articles Buyer or any of Incorporation the Buyer Subsidiaries, or bylaws the provisions of Premier, the Buyer Common Shares; (ii) contravenesany Material Contract to which the Buyer or any of the Buyer Subsidiaries is now a party or by which any such party is bound, conflicts with or would constitute a violation of any provision of any lawdefault thereunder, regulation, judgment, injunction, order other than where such conflict or decree binding upon Premier, or breach would not result in a Material Adverse Change to the Buyer; (iii) constitutes any Order; or (iv) any applicable Law; (b) will result in a default under or gives Material Adverse Change to the Buyer; (c) will give rise to any pre-emptive right of termination(which has not been waived or will be waived prior to the Closing), cancellation or acceleration give any person the right, to: (i) trigger or accelerate the maturity or performance of any right or obligation of Premier Material Contract to which the Buyer or any of its the Buyer Subsidiaries is a party or to a loss trigger the payment of any benefit to which Premier monies by any of the Buyer or any of its the Buyer Subsidiaries is entitled under which would not otherwise be payable, other than where such payment would not result in a Material Adverse Change to the Buyer; or (ii) cancel, terminate or modify any provision of any agreement, contract or other instrument binding on Premier Material Contract to which the Buyer or any of its the Buyer Subsidiaries is a party, which cancellation, termination or any license, franchise, permit or other similar authorization held by Premier modification would result in a Material Adverse Change to the Buyer; (d) will require the Buyer or any of its Subsidiariesthe Buyer Subsidiaries to obtain any material consent, exceptlicense, in the case of clauses (ii) and (iii), for certification or approval from any such contravention, conflict, violation, default, termination, cancellation, acceleration or loss that would third party which has not have a material adverse effect on Premier or any of its Subsidiaries taken as a wholebeen duly obtained.

No Conflict. Other than Assuming that all filings and notifications described in Section 3.4 have been made, the filing of a Form 4 execution, delivery and an amendment ----------- to Premier's report on Schedule 13D under the Exchange Act, and no filing with, and no permit, authorization, consent or approval of, any Governmental Authority is necessary for the execution performance of this Purchase Agreement or the Registration Rights Agreement by Premier and the consummation Ancillary Agreements by Premier of the transactions contemplated hereby Seller and thereby, except for such filings the failure of which to be made, individually or in the aggregate, could not reasonably be expected to have a material adverse effect on Premier, and its Subsidiaries, taken as a whole, or to prevent or materially delay the consummation of the transactions contemplated hereby and therebythereby do not and will not (a) violate, conflict with or result in the breach of the certificate of incorporation or bylaws of the Seller, (b) conflict with or violate any Law or Governmental Order applicable to the Seller, any of its Subsidiaries or the Purchased Assets, (c) conflict with, result in any breach or violation of, constitute a default (or event which with the giving of notice or lapse of time, or both, would become a default) under, require any Consent under, or give to others any rights of termination, acceleration, amendment or cancellation of, any Contract (including any Real Property Lease) to which the Seller or any of its Subsidiaries is a party (other than any Contract that is agreed to be a Transferred Contract pursuant to clause (C) of the definition of Transferred Contracts), or (d) result in the creation of any Lien on any of the Purchased Assets or the Equity Interests pursuant to a Contract to which the Seller or one of its Subsidiaries is a party, except in the case of clauses (b), (c) and (d), as would not have a Material Adverse Effect. Neither Except for any consents, approvals or notices that are expressly required pursuant to the terms of the Merger Agreement or that would not reasonably be expected to prevent or materially impair or delay the consummation by the Seller of the transactions contemplated by this Agreement and the Ancillary Agreements, no consent or approval of, or notice to, Transform or any other ESL Person, is required to be obtained or provided, as applicable, in connection with the execution and delivery of this Purchase Agreement or any Ancillary Agreement, the Registration Rights Agreement performance by Premier nor the Seller or any of its Subsidiaries of its obligations hereunder or thereunder or the consummation by Premier of the transactions contemplated hereby or thereby, nor compliance by Premier with any . The Seller has made available to the Purchaser a correct and complete copy of the provisions hereof or thereof (i) conflicts with or results Letter Agreement, and the Letter Agreement is in any breach of the Articles of Incorporation or bylaws of Premier, (ii) contravenes, conflicts with or would constitute a violation of any provision of any law, regulation, judgment, injunction, order or decree binding upon Premier, or (iii) full force and effect and constitutes a default under or gives rise to any right of terminationlegal, cancellation or acceleration of any right or valid and binding obligation of Premier or any Seller and, to the Knowledge of its Subsidiaries or to a loss of any benefit to which Premier or any of its Subsidiaries is entitled under any provision of any agreementSeller, contract or other instrument binding on Premier or any of its Subsidiaries or any license, franchise, permit or other similar authorization held by Premier or any of its SubsidiariesTransform, except, in the case each case, as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of clauses (ii) and (iii), for any such contravention, conflict, violation, default, termination, cancellation, acceleration or loss that would not have a material adverse effect on Premier or any general application affecting enforcement of its Subsidiaries taken as a wholecreditors’ rights generally.

No Conflict. Other than the filing of a Form 4 The execution and an amendment ----------- to Premier's report on Schedule 13D under the Exchange Act, and no filing with, and no permit, authorization, consent or approval of, any Governmental Authority is necessary for the execution delivery of this Purchase Agreement or Agreement, the Registration Rights Agreement by Premier and the consummation by Premier of the transactions contemplated hereby Note and thereby, except for such filings the failure of which to be made, individually or in the aggregate, could not reasonably be expected to have a material adverse effect on Premier, and its Subsidiaries, taken as a whole, or to prevent or materially delay the consummation of the transactions contemplated hereby hereunder and thereby. Neither the execution and delivery of this Purchase Agreement thereunder will not violate, conflict with, constitute a default or the Registration Rights Agreement by Premier nor the consummation by Premier of the transactions contemplated hereby or therebybreach under, nor compliance by Premier with any of the provisions hereof or thereof (i) conflicts with any laws, rules or results in regulations of any breach governmental, administrative or regulatory authority (including without limitation stock or commodity exchanges, securities associations and other self-regulatory bodies (collectively, "Self-Regulatory Organizations")) (collectively, "Governmental Authorities") that are applicable to the Seller or any of the Articles of Incorporation or bylaws of Premierits Subsidiaries (collectively, "Applicable Laws"), (ii) contravenes, conflicts with any provisions of the certificate of incorporation or would constitute a violation bylaws (or comparable constituent or governing documents) of the Seller or any provision of any law, regulation, judgment, injunction, order or decree binding upon Premierits Subsidiaries, or (iii) constitutes a default under any material agreement, contract, or gives rise to any right of termination, cancellation or acceleration of any right or obligation of Premier or any of its Subsidiaries or to a loss of any benefit instrument to which Premier or any of its Subsidiaries is entitled under any provision of any agreement, contract or other instrument binding on Premier Seller or any of its Subsidiaries or any licenseof their assets may be bound or of any judgment, franchiseorder or decree of any Governmental Authority to which Seller may be bound, permit nor will the execution, delivery and performance of this Agreement, the Registration Rights Agreement and the Note by the Seller result in the creation of any Lien upon the Shares or other similar authorization held by Premier any material asset or right of the Seller or any of its Subsidiaries, except, in the case of clauses (ii) and clause (iii), for any such contraventionviolations, conflictconflicts, violation, default, termination, cancellation, acceleration defaults or loss breaches that would not not, individually or in the aggregate, have a material adverse effect on Premier (i) the business, operations, affairs, financial condition, assets, property, results of operations or any prospects of the Seller and its Subsidiaries Subsidiaries, taken as a whole, (ii) the ability of the Seller to perform any of its material obligations under this Agreement, the Registration Rights Agreement or the Note or (iii) the validity or enforceability of this Agreement, the Registration Rights Agreement or the Note (each, a "Material Adverse Effect"). No consent, approval, authorization or order of, or filing or registration with, any Governmental Authority is required for the execution, delivery and performance of this Agreement, the Registration Rights Agreement and the Note by the Seller and the consummation by the Seller of the transactions contemplated hereby and thereby.

No Conflict. Other than the filing of a Form 4 and an amendment ----------- to Premier's report on Schedule 13D under the Exchange ActThe execution, delivery, and no filing with, and no permit, authorization, consent or approval of, any Governmental Authority is necessary for the execution performance of this Purchase Agreement and the Ancillary Agreements to which the Company or any of the Registration Rights Agreement by Premier Stockholders is a party, and the consummation by Premier the Stockholders and the Company of the transactions contemplated hereby and therebythereby do not and will not, with or without the giving of notice or the lapse of time, or both, (w) violate any provision of law, rule or regulation to which the Company is subject, (x) violate any order, judgment, or decree applicable to the Company, (y) violate any provision of the certificate of incorporation, bylaws or other governance documents of the Company or (z) except as disclosed on Schedule 5.3 of the Disclosure Schedules, violate or result in a breach of or constitute a default (or an event which might, with the passage of time or the giving of notice, or both, constitute a default) under, or require the consent of any third party under, or result in or permit the cancellation, termination or amendment of any provision of, or result in or permit the acceleration of the maturity or cancellation of performance of any obligation under, or result in the creation or imposition of any Encumbrance of any nature whatsoever upon any assets or property, whether tangible or intangible, or give to others any interests or rights therein under, any governmental or other permits, registrations, certificates, certifications, exemptions, licenses, approvals or authorizations or any indenture, deed of trust, mortgage, loan or credit agreement, contract, lease, or other agreement, instrument or commitment to which the Company is a party or by which the Company may be bound or affected, except for any such filings the failure of which to be madeviolations, individually breaches, defaults, required consents, terminations, accelerations, Encumbrances or rights that in the aggregate, could aggregate would not reasonably be expected to have a material adverse effect on Premier, and its Subsidiaries, taken as a whole, (i) materially hinder or to prevent or materially delay impair the consummation ability of the transactions contemplated hereby and thereby. Neither Company or the execution and delivery of Stockholders to perform their obligations under this Purchase Agreement or the Registration Rights Agreement by Premier nor the consummation by Premier of Ancillary Agreements or to consummate the transactions contemplated hereby or thereby, nor compliance by Premier with any of the provisions hereof thereby or thereof (i) conflicts with or results in any breach of the Articles of Incorporation or bylaws of Premier, (ii) contravenes, conflicts with or would constitute a violation be material to the business of any provision of any law, regulation, judgment, injunction, order or decree binding upon Premier, or (iii) constitutes a default under or gives rise to any right of termination, cancellation or acceleration of any right or obligation of Premier or any of its Subsidiaries or to a loss of any benefit to which Premier or any of its Subsidiaries is entitled under any provision of any agreement, contract or other instrument binding on Premier or any of its Subsidiaries or any license, franchise, permit or other similar authorization held by Premier or any of its Subsidiaries, except, in the case of clauses (ii) and (iii), for any such contravention, conflict, violation, default, termination, cancellation, acceleration or loss that would not have a material adverse effect on Premier or any of its Subsidiaries taken as a wholeCompany.

No Conflict. Other than the filing of a Form 4 (a) The execution and an amendment ----------- to Premier's report on Schedule 13D under the Exchange Act, delivery by Parent and no filing with, and no permit, authorization, consent or approval of, any Governmental Authority is necessary for the execution Merger Sub of this Purchase Agreement or the Registration Rights Agreement by Premier and the consummation by Premier Parent and Merger Sub of the Merger and the other transactions contemplated hereby and therebyby this Agreement in accordance with the terms hereof will not (i) subject to the receipt of the Parent Shareholder Approval, except for such filings conflict with or result in a violation of any provisions of the failure Parent Articles of which to be madeIncorporation or Parent’s bylaws or the Certificate of Formation or bylaws of the Merger Sub; (ii) violate, individually or 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) or a termination or acceleration under, or result in the aggregate, could not reasonably be expected to have a material adverse effect on Premier, and its Subsidiaries, taken as a whole, or to prevent or materially delay the consummation creation of any Lien upon any of the transactions contemplated hereby and thereby. Neither the execution and delivery properties or assets of this Purchase Agreement Parent or the Registration Rights Agreement by Premier nor the consummation by Premier of the transactions contemplated hereby or therebyits Subsidiaries under, nor compliance by Premier with any of the provisions hereof of any loan or thereof credit agreement, note, bond, mortgage, indenture, deed of trust, license, concession, franchise, permit, lease, contract, agreement, joint venture or other instrument or obligation to which Parent is a party, or by which Parent or any of its properties is bound; or (iiii) conflicts subject to the filings and other matters referred to in Section 6.5(b), contravene or conflict with or results in any breach of the Articles of Incorporation or bylaws of Premier, (ii) contravenes, conflicts with or would constitute a violation of any provision of any lawApplicable Law, regulation, judgment, injunction, order or decree binding upon Premier, except for such matters described in clause (ii) or (iii) constitutes a default under as would not have, or gives rise would not reasonably be expected to any right of terminationhave, cancellation individually or acceleration of any right or obligation of Premier or any of its Subsidiaries or to a loss of any benefit to which Premier or any of its Subsidiaries is entitled under any provision of any agreement, contract or other instrument binding on Premier or any of its Subsidiaries or any license, franchise, permit or other similar authorization held by Premier or any of its Subsidiaries, except, in the case aggregate, a Parent Material Adverse Effect. (b) The execution, delivery and performance by Parent or Merger Sub of clauses this Agreement and the consummation by Parent or Merger Sub of the Merger and the other transactions contemplated hereby in accordance with the terms hereof will not require any consent, approval, qualification or authorization of, or filing or registration with, any Governmental Authority, other than (i) the HSR Act, (ii) the Securities Act, the Exchange Act or applicable state securities and “Blue Sky” laws, (iii) the filing of a listing application in accordance with Section 7.8 with, or the rules and regulations of, NASDAQ, (iv) the filing of the Certificate of Merger with the Secretary of State of the State of Texas and the filing or recordation of other appropriate documents as required by Applicable Law of other states in which Parent is qualified to do business and (iii)v) the Investment Canada Act, except for any such contraventionconsent, conflictapproval, violationqualification or authorization the failure of which to obtain, defaultand for any filing or registration the failure of which to make, terminationindividually or in the aggregate, cancellation, acceleration or loss that would not have, or would not reasonably be expected to have a material adverse effect on Premier or any of its Subsidiaries taken as a wholeParent Material Adverse Effect.

No Conflict. Other than the filing of a Form 4 and an amendment ----------- to Premier's report on Schedule 13D under the Exchange Act, and no filing with, and no permit, authorization, consent or approval of, any Governmental Authority is necessary for the execution of this Purchase Agreement or the Registration Rights Agreement by Premier and the consummation by Premier of the transactions contemplated hereby and thereby, except for such filings the failure of which to be made, individually or in the aggregate, could not reasonably be expected to have a material adverse effect on Premier, and its Subsidiaries, taken as a whole, or to prevent or materially delay the consummation of the transactions contemplated hereby and thereby. Neither the (a) The execution and delivery of this Purchase Agreement or the Registration Rights Agreement by Premier nor Parent does not, and the consummation performance of this Agreement by Premier of the transactions contemplated hereby or therebyParent will not, nor compliance by Premier with any of the provisions hereof or thereof (i) conflicts conflict with or results in violate the Certificate of Incorporation, Bylaws or equivalent organizational documents of Parent or any breach of the Articles of Incorporation or bylaws of Premierits subsidiaries, (ii) contravenessubject to obtaining the Parent Stockholder Approval and compliance with the requirements set forth in Section 3.5(b) below, conflicts conflict with or would constitute a violation of any provision of violate any law, rule, regulation, judgmentorder, injunction, order judgment or decree binding upon Premierapplicable to Parent or any of its subsidiaries or by which Parent or any of its subsidiaries or any of their respective properties are bound or affected, or (iii) constitutes result in any breach of or constitute a default under (or gives rise an event that with notice or lapse of time or both would become a default) under, or impair Parent's or any such subsidiaries' rights or alter the rights or obligations of any third party under, or give to others any right rights of termination, amendment, acceleration or cancellation of, or acceleration result in the creation of a lien or encumbrance on any right of the properties or obligation assets of Premier Parent or any of its Subsidiaries subsidiaries pursuant to, any material note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or to a loss of any benefit other instrument or obligation to which Premier Parent or any of its Subsidiaries subsidiaries is entitled under any provision of any agreement, contract a party or other instrument binding on Premier by which Parent or any of its Subsidiaries subsidiaries or any license, franchise, permit or other similar authorization held by Premier its or any of its Subsidiariestheir respective properties are bound or affected. (b) The execution and delivery of this Agreement by Parent do not, exceptand the performance of this Agreement by Parent will not, in require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental Entity, except (A) for applicable requirements, if any, of the case Securities Act, the Exchange Act, Blue Sky Laws, the pre-merger notification requirements of clauses (ii) the HSR Act and of foreign Governmental Entities and the rules and regulations thereunder, the rules and regulations of Nasdaq, and the filing of the Certificate of Merger as required by the DGCL and (iii)B) where the failure to obtain such consents, for any approvals, authorizations or permits, or to make such contraventionfilings or notifications, conflict, violation, default, termination, cancellation, acceleration or loss that would not have a material adverse effect on Premier prevent consummation of the Merger or any of otherwise impair Parent's ability to timely perform its Subsidiaries taken as a wholeobligations under this Agreement.

No Conflict. Other than Except as Previously Disclosed in the filing Vision Bancshares Disclosure Schedule, subject to the required approval of a Form 4 this Agreement by the shareholders of Vision Bancshares, receipt of the required approvals of Governmental Authorities and an amendment ----------- to Premier's report on Schedule 13D under the Exchange ActRegulatory Authorities, expiration of applicable regulatory waiting periods, and no filing withrequired filings under federal and state securities laws, the execution, delivery and no permit, authorization, consent or approval of, any Governmental Authority is necessary for the execution performance of this Purchase Agreement or the Registration Rights Agreement by Premier Agreement, and the consummation by Premier of the transactions contemplated hereby hereby, by Vision Bancshares and therebyits Subsidiaries do not and will not: (i) conflict with, except for or result in a violation of, or result in the breach of or a default (or with notice or lapse of time result in a default) under, or give rise to any Lien, any acceleration of remedies or any right of termination under any provision of: (A) any Law or administrative ruling of any Regulatory Authority applicable to Vision Bancshares or any of its Subsidiaries or any of their respective properties; (B) the Vision Bancshares Articles, the Vision Bancshares Bylaws or any other Governing Documents of Vision Bancshares, or the Governing Documents of any of Vision Bancshares’ Subsidiaries; (C) any Material Contract or any material governmental permit or license to which Vision Bancshares or any of its Subsidiaries is a party or by which any of their respective properties or assets may be bound, except, in the case of Contracts, such filings the failure conflicts, violations, breaches, defaults, Liens, accelerations of remedies or rights of termination which to be made, individually or in the aggregate, could aggregate would not reasonably be expected to have a material adverse effect Material Adverse Effect on Premier, and its Subsidiaries, taken as a whole, Vision Bancshares prior to the Merger or to prevent or materially delay the on Park upon consummation of the transactions contemplated hereby and thereby. Neither the execution and delivery of this Purchase Agreement or the Registration Rights Agreement by Premier nor the consummation by Premier of the transactions contemplated hereby or thereby, nor compliance by Premier with Merger; (D) any of the provisions hereof or thereof (i) conflicts with or results in any breach of the Articles of Incorporation or bylaws of Premier, (ii) contravenes, conflicts with or would constitute a violation of any provision of any law, regulationorder, judgment, injunctionwrit, order injunction or decree binding upon Premier, or (iii) constitutes a default under or gives rise to any right of termination, cancellation or acceleration of any right Governmental Authority or obligation of Premier or any of its Subsidiaries or Regulatory Authority applicable to a loss of any benefit to which Premier or any of its Subsidiaries is entitled under any provision of any agreement, contract or other instrument binding on Premier or any of its Subsidiaries or any license, franchise, permit or other similar authorization held by Premier Vision Bancshares or any of its Subsidiaries, except, in the case of clauses ; or (ii) and (iii)violate the terms or conditions of, for any such contravention, conflict, violation, default, termination, or result in the cancellation, acceleration modification, revocation or loss that would not have a suspension of, any material adverse effect on Premier license, approval, certificate, permit or authorization held by Vision Bancshares or any of its Subsidiaries taken as a wholeSubsidiaries.

No Conflict. Other than This Agreement, the filing of Constituent Documents to which HEP is a Form 4 party and an amendment ----------- to Premier's report on Schedule 13D under the Exchange Actexecution and delivery hereof and thereof by HEP do not, and no filing with, the fulfillment and no permit, authorization, consent or approval of, any Governmental Authority is necessary for compliance with the execution of this Purchase Agreement or the Registration Rights Agreement by Premier terms and conditions hereof and the consummation by Premier of the transactions contemplated hereby and therebywill not: (a) conflict with or violate any of, or require the consent of any person or entity under, the terms, conditions or provisions of the limited partnership agreement or limited liability company agreement of HEP, the ▇▇▇▇▇▇ LLCs or the Subsidiaries; (b) conflict with or violate any provision of, or require any consent, authorization or approval under, any law, statute, ordinance, rule or regulation or any judicial, administrative or arbitration order, award, judgment, writ, injunction or decree applicable to HEP, the ▇▇▇▇▇▇ LLCs or the Subsidiaries, except for such the consents or filings (i) required by the failure ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder (the “HSR Act”) or (ii) that have already been received, as set forth in Schedule 3.6(b); and (c) conflict with, result in a breach of, constitute a default under (whether with notice or the lapse of time or both), or accelerate or permit the acceleration of the performance required by or any remedies or any rights of termination or cancellation or the loss of benefits or change in the rights or obligations of any party, or require any consent, authorization or approval under any indenture, mortgage or Lien, or, any contract (written or oral), plan, undertaking, instrument, commitment, agreement, arrangement or other legally binding instrument or contractual obligation (collectively, “Contracts”) or any license, permit, certificate, franchise, consent, approval, registration or authorization (collectively, “Permits”) to which HEP is a party or by which it is bound or to be madewhich any property of HEP is subject, except for those which would not, individually or in the aggregate, could not reasonably be expected to have a material adverse effect on PremierMaterial Adverse Effect; (d) conflict with, and its Subsidiariesresult in a breach of, taken as a whole, or to prevent or materially delay the consummation of the transactions contemplated hereby and thereby. Neither the execution and delivery of this Purchase Agreement or the Registration Rights Agreement by Premier nor the consummation by Premier of the transactions contemplated hereby or thereby, nor compliance by Premier with any of the provisions hereof or thereof (i) conflicts with or results in any breach of the Articles of Incorporation or bylaws of Premier, (ii) contravenes, conflicts with or would constitute a violation of any provision of any law, regulation, judgment, injunction, order or decree binding upon Premier, or (iii) constitutes a default under (whether with notice or gives rise to the lapse of time or both), or accelerate or permit the acceleration of the performance required by or any right remedies or any rights of termination, termination or cancellation or acceleration the loss of benefits or change in the rights or obligations of any right party, or obligation of Premier require any consent, authorization or approval under any material Contracts or any material Permits to which the ▇▇▇▇▇▇ LLCs or the Subsidiaries is a party or by which any of its Subsidiaries them is bound or to a loss which any property of the ▇▇▇▇▇▇ LLCs or the Subsidiaries is subject; or (e) result in the creation of any benefit to which Premier Lien on the Interests, the partnership interests of the Subsidiaries, or any of its Subsidiaries is entitled under any provision of any agreementassets, contract rights or other instrument binding on Premier properties of the ▇▇▇▇▇▇ LLCs or any of its Subsidiaries or any license, franchise, permit or other similar authorization held by Premier or any of its the Subsidiaries, except, in the case of clauses (ii) and (iii), for any such contravention, conflict, violation, default, termination, cancellation, acceleration or loss that would not have a material adverse effect on Premier or any of its Subsidiaries taken as a whole.

No Conflict. Other than Except for (a) any applicable notices, filing, consents or approvals under any applicable antitrust, competition or trade regulation or other Applicable Laws, including the HSR Act and (b) items listed on Disclosure Schedule 6.03, Buyer is not and will not be required to give any notice to, make any filing of a Form 4 and an amendment ----------- to Premier's report on Schedule 13D under the Exchange Act, and no filing with, and no permit, authorization, with or obtain any consent or approval of, from any Person (including any Governmental Authority is necessary for Authority) in connection with the execution and delivery of this Purchase Agreement and the other Transaction Documents or the Registration Rights Agreement by Premier and the consummation by Premier or performance of any of the transactions contemplated hereby and thereby, except for such filings the failure of which to be madeas would not, individually or in the aggregate, could not reasonably be expected to have a material adverse effect on Premier, and affect Buyer’s ability to perform its Subsidiaries, taken as a whole, obligations under this Agreement or any other Transaction Documents or to prevent or materially delay the consummation of consummate the transactions contemplated hereby and or thereby. Neither When the consents and other actions described in the preceding sentence have been obtained and taken, the execution and delivery of this Purchase Agreement and the other Transaction Documents and the consummation of the transactions provided for herein and therein will not result in the breach or violation of any of the terms and provisions of, or constitute a default (with or without notice or lapse of time or both) under, or conflict with, or cause any acceleration of any obligation of any Buyer under (i) any agreement, indenture, bond, debenture, note, mortgage or other instrument to which it or its assets is bound, (ii) the certificate of incorporation, bylaws or other governing documents of Buyer, (iii) any Order applicable to Buyer or its assets or (iv) any Applicable Law, except as would not, individually or in the aggregate, reasonably be expected to affect Buyer’s ability to perform its obligations under this Agreement or the Registration Rights Agreement by Premier nor the consummation by Premier of any other Transaction Documents or to consummate the transactions contemplated hereby or thereby, nor compliance by Premier with any of the provisions hereof or thereof (i) conflicts with or results in any breach of the Articles of Incorporation or bylaws of Premier, (ii) contravenes, conflicts with or would constitute a violation of any provision of any law, regulation, judgment, injunction, order or decree binding upon Premier, or (iii) constitutes a default under or gives rise to any right of termination, cancellation or acceleration of any right or obligation of Premier or any of its Subsidiaries or to a loss of any benefit to which Premier or any of its Subsidiaries is entitled under any provision of any agreement, contract or other instrument binding on Premier or any of its Subsidiaries or any license, franchise, permit or other similar authorization held by Premier or any of its Subsidiaries, except, in the case of clauses (ii) and (iii), for any such contravention, conflict, violation, default, termination, cancellation, acceleration or loss that would not have a material adverse effect on Premier or any of its Subsidiaries taken as a whole.

No Conflict. Other than the filing of a Form 4 and an amendment ----------- to Premier's report on Schedule 13D under the Exchange Act, and no filing with, and no permit, authorization, consent or approval of, any Governmental Authority is necessary for the execution of this Purchase Agreement or the Registration Rights Agreement by Premier and the consummation by Premier of the transactions contemplated hereby and thereby, except for such filings the failure of which to be made, individually or in the aggregate, could not reasonably be expected to have a material adverse effect on Premier, and its Subsidiaries, taken as a whole, or to prevent or materially delay the The consummation of the transactions contemplated hereby under this Agreement and thereby. Neither the execution and delivery Escrow Agreement will not require the consent, waiver or approval of this Purchase Agreement any party to any material contract to which Parent, Merger Sub or any of their Affiliates is a party or by which any of them is bound, or the Registration Rights Agreement by Premier nor consent, approval, order or authorization of, or the consummation by Premier of the transactions contemplated hereby registration, declaration or therebyfiling with, nor compliance by Premier with any of the provisions hereof or thereof Governmental Authority, except for (i) conflicts with any approvals or results filings of notice under, or in any breach connection with, the Gaming Laws and the HSR Act, (ii) the filing and recordation of the Articles of Incorporation Merger as required by the NRS, and (iii) those consents, waivers and approvals that relate to or bylaws are applicable to the Company or any of Premierits Affiliates but not to Parent, Merger Sub or any of their Affiliates. Assuming the consents, waivers and approvals set forth in the immediately preceding clauses (i) and (ii) contravenesare obtained or made, conflicts with as applicable, the execution, delivery and performance by each of Parent and Merger Sub of this Agreement, and the execution, delivery and performance by Parent of the Escrow Agreement, will not (x) violate any law applicable to Parent, Merger Sub or would constitute any of their Affiliates, (y) result in a breach or violation of any provision of, or constitute a default under, any contract to which Parent, Merger Sub or any of their Affiliates is a party or by which any law, regulation, judgment, injunction, order or decree binding upon Premierof them is bound, or (iiiz) constitutes a default under or gives rise to any right of termination, cancellation or acceleration of any right or obligation of Premier or any of its Subsidiaries or to a loss of any benefit to which Premier or any of its Subsidiaries is entitled under conflict with any provision of any agreementthe charter, contract bylaws or other instrument binding on Premier organizational documents of Parent or any of its Subsidiaries or any licenseMerger Sub, franchise, permit or other similar authorization held by Premier or any of its Subsidiaries, except, except in the case of clauses (iix) and (iii)y) above, for any such contraventionbreach, conflict, violation, default, termination, cancellation, acceleration violation or loss that default which would not have a material adverse effect on Premier reasonably be expected to delay or any prevent consummation of its Subsidiaries taken as a wholethe Merger.

No Conflict. Other The execution and delivery by each of the Borrower Entities of this Credit Agreement and each of the other Credit Documents executed and delivered in connection herewith by one or more of the Borrower Entities (other than the filing documents required to be delivered in order to reduce the amount of a Form 4 the Resolution Block; provided, that from and an amendment ----------- to Premier's report on Schedule 13D under after the Exchange Actdate of receipt of all such documents, the representation and no filing with, warranty contained in this Section shall apply) and no permit, authorization, consent or approval of, any Governmental Authority is necessary for the execution performance of this Purchase Agreement or the Registration Rights Agreement by Premier obligations of such Borrower Entities hereunder and thereunder and the consummation by Premier such Borrower Entities of the transactions contemplated hereby and thereby, except for such filings the failure of which to be made, individually or in the aggregate, could not reasonably be expected to have a material adverse effect on Premier, and its Subsidiaries, taken as a whole, or to prevent or materially delay the consummation of the transactions contemplated hereby and thereby. Neither the execution and delivery of this Purchase Agreement or the Registration Rights Agreement by Premier nor the consummation by Premier of the transactions contemplated hereby or thereby, nor compliance by Premier with any of the provisions hereof or thereof : (i) conflicts with are within the corporate or results in any breach limited liability company powers of the Articles of Incorporation or bylaws of Premier, such Borrower Entity; (ii) contravenes, conflicts with are duly authorized by the Board of Directors or would constitute a violation similar managing body of any provision of any law, regulation, judgment, injunction, order or decree binding upon Premier, or such Borrower Entity; (iii) constitutes a default under are not in contravention of the terms of the organizational documents of such Borrower Entity or gives rise to any right of termination, cancellation or acceleration of any right indenture, contract, lease, agreement, instrument or obligation of Premier other commitment to which such Borrower Entity is a party or by which such Borrower Entity or any of its Subsidiaries properties are bound; (iv) do not require the consent, registration or to a loss approval of any Governmental Authority or any other Person (except such as have been duly obtained, made or given, and are in full force and effect); (v) do not contravene any statute, law, ordinance, regulation, rule, order or other governmental restriction applicable to or binding upon such Borrower Entity; and (vi) will not, except as contemplated herein for the benefit of the Agent on behalf of the Lenders, result in the imposition of any Liens upon any property of such Borrower Entity under any existing indenture, mortgage, deed of trust, loan or credit agreement or other material agreement or instrument to which Premier such Borrower Entity is a party or by which it or any of its Subsidiaries is entitled under any provision of any agreement, contract property may be bound or other instrument binding on Premier or any of its Subsidiaries or any license, franchise, permit or other similar authorization held by Premier or any of its Subsidiaries, except, in the case of clauses (ii) and (iii), for any such contravention, conflict, violation, default, termination, cancellation, acceleration or loss that would not have a material adverse effect on Premier or any of its Subsidiaries taken as a wholeaffected.

No Conflict. Other than the filing of a Form 4 and an amendment ----------- to Premier's report (a) Except as set forth on Schedule 13D 4.3(a) (collectively, the “Seller Required Governmental Authorizations”) and the applicable expiration or termination of the applicable waiting period under the Exchange HSR Act, and no Governmental Authorization of, or filing with, and no permit, authorization, consent or approval of, any Governmental Authority is necessary for required on the part of such Seller in connection with the execution and delivery of this Purchase Agreement and, as of the Closing, the other Transaction Documents by such Seller or the Registration Rights Agreement by Premier and the consummation by Premier of the transactions contemplated hereby and thereby, except for such filings the failure of which to be made(i) filings, consents or approvals which, if not made or obtained, would not, individually or in the aggregate, could not reasonably be expected to have a material adverse effect on Premier, and its Subsidiaries, taken as a whole, materially impede or to prevent or materially delay the consummation Closing or the ability of such Seller to fulfill its obligations hereunder or under the other Transaction Documents to which it is or will be a party as of the Closing, (ii) those that may be required because of Buyer’s participation in the transactions contemplated hereby by this Agreement and thereby. Neither the other Transaction Documents and (iii) those customarily given or obtained post-closing for transactions of the type contemplated herein. (b) Except as set forth on Schedule 4.3(b) and assuming receipt of the Seller Required Governmental Authorizations, the execution and delivery of this Purchase Agreement or the Registration Rights Agreement by Premier nor the consummation by Premier and, as of the transactions contemplated hereby or therebyClosing, nor compliance the other Transaction Documents by Premier with any such Seller and the performance by such Seller of the provisions hereof or thereof its obligations hereunder and thereunder, will not result in (i) conflicts any conflict with or results in any breach the Organizational Documents of the Articles of Incorporation or bylaws of Premiersuch Seller, (ii) contravenes, conflicts with any breach or would constitute a violation of any provision of any law, regulation, judgment, injunction, order or decree binding upon Premierdefault under, or (iii) constitutes a default under constitute or gives give rise to any a termination or right of terminationtermination of, cancellation or acceleration of any right obligation or obligation loss of Premier any benefit under, any contract, mortgage, lease, agreement, deed of trust, indenture or any other instrument to which such Seller is a party or by which such Seller or any of its Subsidiaries properties or assets are bound, (iii) a violation of or default under any Law or Governmental Authorization to a loss which such Seller is subject or (iv) the creation or imposition of any benefit to which Premier or any of its Subsidiaries is entitled under any provision of any agreementLien, contract or other instrument binding on Premier or any of its Subsidiaries or any license, franchise, permit or other similar authorization held by Premier or any of its Subsidiariesthan Permitted Liens, except, in the case of the foregoing clauses (ii), (iii) and (iii)iv) as would not, for any individually or in the aggregate, reasonably be expected to materially impede or delay the Closing or the ability of such contravention, conflict, violation, default, termination, cancellation, acceleration Seller to fulfill its obligations hereunder or loss that would not have under the other Transaction Documents to which it is or will be a material adverse effect on Premier or any party as of its Subsidiaries taken as a wholethe Closing.

No Conflict. Other than Except as set forth in Section 4.3 of the filing Disclosure Schedule and except for the notification requirements of a Form 4 and an amendment ----------- to Premier's report on Schedule 13D under the Exchange Act▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976, as amended, and no filing withthe rules and regulations promulgated thereunder (the "HSR Act"), the execution, delivery and no permit, authorization, consent or approval of, any Governmental Authority is necessary for the execution performance of this Purchase Agreement or the Registration Rights Agreement by Premier Seller and the consummation by Premier Seller of the transactions contemplated hereby and therebywill not (a) violate, except for such filings the failure of which to be made, individually conflict with or result in the aggregate, could not reasonably be expected to have a material adverse effect on Premier, and its Subsidiaries, taken as a whole, breach of any term or to prevent or materially delay the consummation provision of the transactions contemplated hereby and thereby. Neither the execution and delivery charter or bylaws (or similar organizational documents) of this Purchase Agreement or the Registration Rights Agreement by Premier nor the consummation by Premier of the transactions contemplated hereby or therebySeller, nor compliance by Premier with any of the provisions hereof Companies or thereof any of the Subsidiaries, (ib) conflicts conflict with or results violate any Law applicable to Seller, the Companies or any Subsidiary or any of their respective assets, properties or businesses, (c) result in the creation of any Encumbrance (as defined below) on the Shares, (d) require any action, consent, approval or authorization by, or any other order of, filing with or notification to, any Governmental Authority or (e) conflict with or violate, result in the breach of the Articles of Incorporation any term or bylaws of Premierprovision of, (ii) contravenes, conflicts with or would constitute a violation default (or event which with the giving of any provision notice or lapse of any law, regulation, judgment, injunction, order or decree binding upon Premiertime, or (iiiboth, would become a default) constitutes a default under under, or gives rise give to others any right rights of termination, amendment, acceleration, suspension, revocation or cancellation of, or acceleration result in the creation of any right mortgage, pledge, hypothecation, claim, security interest, encumbrance, interest, option, lien or obligation other restriction (collectively, "Encumbrances") on any of Premier the assets or properties of Seller, the Companies or any of its Subsidiaries or to a loss of any benefit to which Premier or any of its Subsidiaries is entitled under any provision of any agreement, contract or other instrument binding on Premier or any of its Subsidiaries or any license, franchise, permit or other similar authorization held by Premier or any of its Subsidiaries, exceptSubsidiary pursuant to, in the case of clauses clause (ii) and (iiie), for any such contravention, conflict, violation, default, termination, cancellation, acceleration material agreement or loss that would not have arrangement to which Seller is a material adverse effect on Premier party or by which it is bound or any of its Subsidiaries taken Material Contract, except for immaterial violations, conflicts, breaches or defaults or violations, conflicts, breaches or defaults which would occur as a wholeresult of the business or activities in which Purchaser is or proposes to be engaged or as a result of any acts or omissions by, or the status of any facts pertaining to, Purchaser.

No Conflict. Other than the filing of a Form 4 and an amendment ----------- to Premier's report on Schedule 13D under the Exchange Act, and no filing with, and no permit, authorization, consent or approval of, any Governmental Authority is necessary for the execution of this Purchase Agreement or the Registration Rights Agreement by Premier and the consummation by Premier of the transactions contemplated hereby and thereby, except for such filings the failure of which to be made, individually or in the aggregate, could not reasonably be expected to have a material adverse effect on Premier, and its Subsidiaries, taken as a whole, or to prevent or materially delay the consummation of the transactions contemplated hereby and thereby. (a) Neither the execution and delivery by Parent and Merger Sub of this Purchase Agreement or Agreement, the Registration Rights Agreement execution and delivery by Premier Parent of the Stock Option Agreements nor the consummation by Premier Parent and Merger Sub of the transactions contemplated hereby or therebythereby in accordance with the terms hereof or thereof will: (i) conflict with or result in a breach of any provisions of the certificate of incorporation or bylaws of Parent or Merger Sub; (ii) violate, nor compliance by Premier or 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 or in a right of termination or cancellation of, or give rise to a right of purchase under or accelerate the performance required by, or result in the creation of any Lien upon any of the properties of Parent or its Subsidiaries under, or result in being declared void, voidable, or without further binding effect, or otherwise result in a detriment to Parent or any of its Subsidiaries under any of the terms, conditions or provisions hereof of, any note, bond, mortgage, indenture, deed of trust, license, franchise, permit, lease, contract, agreement, joint venture or thereof other instrument or obligation to which Parent or any of its Subsidiaries is a party, or by which Parent or any of its Subsidiaries or any of their properties is bound or affected; or (iiii) conflicts contravene or conflict with or results in any breach of the Articles of Incorporation or bylaws of Premier, (ii) contravenes, conflicts with or would constitute a violation of any provision of any law, rule, regulation, judgment, injunction, order or decree binding upon Premier, or (iii) constitutes a default under or gives rise applicable to any right of termination, cancellation or acceleration of any right or obligation of Premier or any of its Subsidiaries or to a loss of any benefit to which Premier or any of its Subsidiaries is entitled under any provision of any agreement, contract or other instrument binding on Premier or any of its Subsidiaries or any license, franchise, permit or other similar authorization held by Premier Parent or any of its Subsidiaries, except, in the case of clauses matters described in clause (ii) and or (iii), as would not have, individually or in the aggregate, a Parent Material Adverse Effect. (b) Neither the execution and delivery by Parent or Merger Sub of this Agreement, the execution and delivery by Parent of the Stock Option Agreements nor the consummation by Parent or Merger Sub of the transactions contemplated hereby or thereby in accordance with the terms hereof or thereof will require any consent, approval or authorization of, or filing or registration with, any governmental or regulatory authority, other than Regulatory Filings, and listing of the Parent Common Stock to be issued in the Merger and upon exercise of the option granted to the Company pursuant to the applicable Stock Option Agreement under the rules of the NYSE, except for any such contraventionconsent, conflict, violation, default, termination, cancellation, acceleration approval or loss that authorization the failure of which to obtain and for any filing or registration the failure of which to make would not have a material adverse effect on Premier or any of its Subsidiaries taken as a wholeParent Material Adverse Effect.

No Conflict. Other than the filing The execution and delivery of a Form 4 and an amendment ----------- to Premier's report on Schedule 13D under the Exchange Actthis Agreement does not, and no filing with, and no permit, authorization, consent or approval of, any Governmental Authority is necessary for the execution of this Purchase Agreement or the Registration Rights Agreement by Premier Related Agreements will not, and the consummation by Premier of the transactions contemplated hereby and therebyTransactions will not, conflict with or result in any violation of or default under (with or without notice or lapse of time, or both) or give rise to, any payment obligation, or a right of termination, cancellation, modification or acceleration of any obligation or loss of any benefit under (any such event, a “Conflict”) (i) any provision of Arena’s Organizational Documents, (ii) any Assumed Contract, or (iii) any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to the Product Assets, the Product, the Compound, APD811 or the Clinical Trials, in each case, except for such filings the failure of which to be made, individually or in the aggregate, could as has not had and would not reasonably be expected to have a material adverse effect on Premierthat is detrimental to the Product Assets, the Product, the Compound, APD811 or the Clinical Trials. Section 4.1(c) of the Disclosure Schedules sets forth all necessary notices, consents, waivers and its Subsidiaries, taken as a wholeapprovals of parties to any Assumed Contracts that are required thereunder in connection with the Transactions, or to prevent or materially delay the consummation of the transactions contemplated hereby and thereby. Neither the execution and delivery of this Purchase Agreement or the Registration Rights Agreement by Premier nor the consummation by Premier of the transactions contemplated hereby or thereby, nor compliance by Premier with any of the provisions hereof or thereof (i) conflicts with or results in any breach of the Articles of Incorporation or bylaws of Premier, (ii) contravenes, conflicts with or would constitute a violation of any provision of any law, regulation, judgment, injunction, order or decree binding upon Premier, or (iii) constitutes a default under or gives rise to any right of termination, cancellation or acceleration of any right or obligation of Premier or any of its Subsidiaries or to a loss of any benefit to which Premier or any of its Subsidiaries is entitled under any provision of any agreement, contract or other instrument binding on Premier or any of its Subsidiaries or any license, franchise, permit or other similar authorization held by Premier or any of its Subsidiaries, except, in the case of clauses (ii) and (iii), for any such contraventionAssumed Contract to remain in full force and effect without limitation, conflictmodification or alteration after the Closing so as to preserve all rights of, violationand benefits to, defaultUT under such Assumed Contracts from and after the Closing, terminationother than any limitation, cancellationmodification or alteration by UT. Following the Closing, acceleration or loss that would not have a material adverse effect on Premier or any UT will be permitted to exercise all of its Subsidiaries taken as a wholerights under the Assumed Contracts without the payment of any additional amounts or consideration other than ongoing fees, royalties or payments that Arena would otherwise be required to pay pursuant to the terms of such Assumed Contracts had the Transactions not occurred.

No Conflict. Other No authorization or approval or other action by, and no notice to or filing with, any Governmental Entity or other person will be required to be obtained or made by Parent or Merger Sub in connection with the due execution and delivery by Parent and Merger Sub of this Agreement and the consummation by Parent and Merger Sub of the Merger as contemplated hereby other than the filing (i) compliance with applicable requirements of a Form 4 and an amendment ----------- to Premier's report on Schedule 13D under the Exchange Act, (ii) compliance with the HSR Act, (iii) the filing of the Certificate of Merger in accordance with Delaware Corporate Law, (iv) consents of Parent's lenders in connection with the Merger and no filing with, and no permit, authorization, consent or approval of, any Governmental Authority is necessary for the execution of this Purchase Agreement or the Registration Rights Agreement by Premier and the consummation by Premier of the transactions contemplated hereby thereby and thereby, except for such filings (v) where the failure of which to be madeobtain such authorization, approval or action, or to provide such notice to make such filing, individually or in the aggregate, has not resulted and could not reasonably be expected to have result in a material adverse effect on PremierParent Material Adverse Effect. Subject to the foregoing, and its Subsidiaries, taken as a whole, or to prevent or materially delay the consummation of the transactions contemplated hereby and thereby. Neither the execution and delivery of this Purchase Agreement or the Registration Rights Agreement by Premier nor Parent and Merger Sub do not, and the consummation performance of this Agreement by Premier each of the transactions contemplated hereby or thereby, nor compliance by Premier with any of the provisions hereof or thereof Parent and Merger Sub will not: (ia) conflicts conflict with or results violate any provision of any Parent or Merger Sub charter document; (b) conflict with or violate any foreign or domestic Law applicable to Parent or Merger Sub or by which any property or asset of Parent or Merger Sub is or may be bound or affected, except for any such conflicts or violations which, individually or in the aggregate, have not resulted and could not reasonably be expected to result in a Parent Material Adverse Effect; or (c) result in any breach of the Articles of Incorporation or bylaws of Premier, constitute a default (ii) contravenes, conflicts or an event which with or without notice or lapse of time or both, would constitute become a violation of any provision of any law, regulation, judgment, injunction, order or decree binding upon Premierdefault) under, or (iii) constitutes a default under or gives rise give to others any right of termination, amendment, acceleration or cancellation of, or acceleration result in the creation of an Encumbrance on any right property or obligation asset of Premier Parent or Merger Sub under any of its Subsidiaries or to a loss of any benefit Contract to which Premier Parent or any of Merger Sub is a party or by which it or its Subsidiaries is entitled under any provision of any agreementassets or properties are or may be bound or affected, contract or other instrument binding on Premier or any of its Subsidiaries or any license, franchise, permit or other similar authorization held by Premier or any of its Subsidiaries, except, in the case of clauses (ii) and (iii), except for any such contraventionbreaches, conflictdefaults or other occurrences which, violationindividually or in the aggregate, default, termination, cancellation, acceleration or loss that would have not have resulted and could not reasonably be expected to result in a material adverse effect on Premier or any of its Subsidiaries taken as a wholeParent Material Adverse Effect.

No Conflict. Other than (a) The execution and delivery by Parent, Buyer of this Agreement and the filing of Ancillary Agreements to which it is a Form 4 and an amendment ----------- to Premier's report on Schedule 13D under the Exchange Actparty, and no filing withthe execution and delivery by Acquisition Corporation of this Agreement and the Ancillary Agreements to which it is a party, does not, and no permitthe performance by Parent, authorization, consent or approval of, any Governmental Authority is necessary for the execution Buyer and Acquisition Corporation of this Purchase Agreement or the Registration Rights Agreement by Premier their respective obligations hereunder and the consummation by Premier of the transactions contemplated hereby thereunder and thereby, except for such filings the failure of which to be made, individually or in the aggregate, could not reasonably be expected to have a material adverse effect on Premier, and its Subsidiaries, taken as a whole, or to prevent or materially delay the consummation of the transactions contemplated hereby hereunder and thereby. Neither thereunder (in each case, with or without the giving of notice or lapse of time, or both) will not, directly or indirectly, (i) violate or conflict with the provisions of any of the Organizational Documents of Parent, Buyer or Acquisition Corporation or (ii) violate, breach, conflict with or constitute a default, an event of default, or an event creating any additional rights (including rights of amendment, impairment, suspension, revocation, acceleration, termination or cancellation), impose additional obligations or result in a loss of any rights or except as contemplated by Section 4.3(b), require a Consent or the delivery of notice, under any Contract, Legal Requirement or Permit applicable to Parent, Buyer or Acquisition Corporation or to which Parent, Buyer or Acquisition Corporation is a party or a beneficiary or by which Parent, Buyer or Acquisition Corporation or their respective assets are subject, except in the case of clause (ii) where such violation, conflict, breach, default, event or other item would not materially impair or delay the ability of Parent, Buyer or Acquisition Corporation to perform their respective obligations under this Agreement and the Ancillary Agreements to which each is a party and except in the case of Acquisition Corporation, the Consent of its sole stockholder. (b) Except as otherwise required under the HSR Act, no Permit or Order of, with, or to any Person is required by Buyer or Acquisition Corporation in connection with the execution and delivery of this Purchase Agreement or and the Registration Rights Agreement by Premier nor Ancillary Agreements to which each is a party, the performance of the obligations hereunder and thereunder and the consummation by Premier of the transactions contemplated hereby hereunder or therebythereunder, nor compliance by Premier with any except where the failure to obtain such Permit or Order would not materially impair or delay the ability of Buyer or Acquisition Corporation to perform its obligations under this Agreement and the provisions hereof or thereof (i) conflicts with or results in any breach of the Articles of Incorporation or bylaws of Premier, (ii) contravenes, conflicts with or would constitute a violation of any provision of any law, regulation, judgment, injunction, order or decree binding upon Premier, or (iii) constitutes a default under or gives rise to any right of termination, cancellation or acceleration of any right or obligation of Premier or any of its Subsidiaries or to a loss of any benefit Ancillary Agreements to which Premier or any of its Subsidiaries it is entitled under any provision of any agreement, contract or other instrument binding on Premier or any of its Subsidiaries or any license, franchise, permit or other similar authorization held by Premier or any of its Subsidiaries, except, in the case of clauses (ii) and (iii), for any such contravention, conflict, violation, default, termination, cancellation, acceleration or loss that would not have a material adverse effect on Premier or any of its Subsidiaries taken as a wholeparty.

No Conflict. Other than the filing of a Form 4 and an amendment ----------- to Premier's report on Schedule 13D under the Exchange Act(a) The Seller is not in default under, and no filing withthe execution, delivery and no permit, authorization, consent or approval of, any Governmental Authority is necessary for performance by the execution Seller of this Purchase Agreement or the Registration Rights Agreement by Premier and each other Transaction Document to which it is a party and the consummation by Premier of the transactions contemplated hereby and therebythereby do not and will not conflict with or result in any violation of, or default under, any provision of (i) any Organizational Documents of the Seller, the Purchased Subsidiary or any of its Subsidiaries, (ii) any Legal Requirement or any Order or (iii) any Contract to which the Seller, the Purchased Subsidiary or any of its Subsidiaries is a party or by which it, the Purchased Subsidiary or any of its Subsidiaries or any Asset of the Purchased Subsidiary or any of its Subsidiaries is bound, except for such filings the failure of which to be made, individually or in the aggregatecase of this clause (iii) where any such conflict, violation or default has not had and could not reasonably be expected to have a material adverse effect Material Adverse Effect on Premier, and the Purchased Subsidiary or any of its Subsidiaries, taken as a wholeincluding on the MAC Technology Platform. The execution, or to prevent or materially delay delivery and performance of this Agreement and each other Transaction Document and the consummation of the transactions contemplated hereby and thereby. Neither thereby will not result in any such violation or be in conflict with or constitute, with or without the execution and delivery passage of this Purchase Agreement time or giving of notice, a default under any such provision or an event which results in the Registration Rights Agreement by Premier nor the consummation by Premier creation of the transactions contemplated hereby or thereby, nor compliance by Premier with any Encumbrance upon any of the provisions hereof Purchased Shares or thereof (i) conflicts with the assets or results in property of any breach of the Articles Purchased Subsidiary, including the MAC Technology Platform (except an Encumbrance created in favor of Incorporation or bylaws of Premierthe Seller by a Transaction Document), (ii) contravenes, conflicts with or would constitute a violation of any provision of any law, regulation, judgment, injunction, order or decree binding upon Premier, or (iii) constitutes a default under or gives rise to any right of termination, cancellation or acceleration of any right or obligation of Premier the Seller, the Purchased Subsidiary or any of its Subsidiaries or to a loss of any benefit to which Premier the Seller, the Purchased Subsidiary or any of its Subsidiaries is entitled under any provision of any agreementContract binding upon the Seller, contract or other instrument binding on Premier the Purchased Subsidiary or any of its Subsidiaries or any licenseof their respective Assets, franchiseexcept as provided under the Transaction Documents. (b) Except as set forth in Section 3.4(b) of the Disclosure Schedule, permit or other similar authorization held by Premier or any none of its Subsidiariesthe Seller, except, in the case of clauses (ii) and (iii), for any such contravention, conflict, violation, default, termination, cancellation, acceleration or loss that would not have a material adverse effect on Premier Purchased Subsidiary or any of its Subsidiaries taken as is or will be required to give any notice to or make any filing with or obtain any Consent under any Contract to which it is a wholeparty or by which it, any of its Assets or any of its employees or independent contractors is bound in connection with the execution and delivery of this Agreement or the other Transaction Documents or the consummation of the transactions contemplated hereby or thereby, except where the failure to do so has not had and could not reasonably be expected to have a Material Adverse Effect on the Purchased Subsidiary or any of its Subsidiaries or any of their respective material Assets.

No Conflict. Other than the filing of a Form 4 The execution, delivery and an amendment ----------- to Premier's report on Schedule 13D under the Exchange Act, performance by Parent and no filing with, and no permit, authorization, consent or approval of, any Governmental Authority is necessary for the execution Merger Sub of this Purchase Agreement or and the Registration Rights Agreement by Premier Ancillary Agreements to which they are parties do not, and the consummation by Premier of the Merger and the other transactions contemplated hereby and therebythereby and compliance with the provisions of this Agreement and the Ancillary Agreements to which they are parties will not, except for such filings the failure of which to be made, individually or in the aggregate, could not reasonably be expected to have a material adverse effect on Premier, and its Subsidiaries, taken as a wholeconflict with, or to prevent result in any violation of, or materially delay the consummation of the transactions contemplated hereby and thereby. Neither the execution and delivery of this Purchase Agreement or the Registration Rights Agreement by Premier nor the consummation by Premier of the transactions contemplated hereby or thereby, nor compliance by Premier with any of the provisions hereof or thereof default (i) conflicts with or results in any breach without notice or lapse of the Articles of Incorporation or bylaws of Premier, (ii) contravenes, conflicts with or would constitute a violation of any provision of any law, regulation, judgment, injunction, order or decree binding upon Premiertime, or (iiiboth) constitutes a default under under, or gives give rise to any a right of termination, cancellation or acceleration of any right obligation or obligation to the loss of Premier a benefit under, or result in the amendment of any term or provision of or the creation of any Encumbrance upon any of the assets of Parent or Merger Sub under (other than any such Encumbrance created because of any action taken by the Company), any provision of (i) the Charter of Parent and the Certificate of Incorporation of Merger Sub, the By-Laws of Parent and Merger Sub or the comparable organizational documents of any of Parent’s other Subsidiaries or (ii) subject to the filings and other matters referred to in the immediately following sentence, (A) any Contract to which Parent or Merger Sub is a party or by which any of its Subsidiaries respective assets are bound or (B) any Law or Judgment, in each case applicable to a loss of any benefit to which Premier Parent or any of Merger Sub or its Subsidiaries is entitled under any provision of any agreementrespective assets, contract or other instrument binding on Premier or any of its Subsidiaries or any license, franchise, permit or other similar authorization held by Premier or any of its Subsidiaries, exceptthan, in the case of clauses this clause (ii) and (iii), for any such contraventionconflicts, conflictviolations, violationdefaults, defaultrights, terminationlosses, cancellation, acceleration amendments or loss Encumbrances that (x) have not had and would not reasonably be expected to have a material adverse effect on Premier Parent Material Adverse Effect, or (y) would not materially impair Parent’s or Merger Sub’s ability to perform its obligations under this Agreement or the Ancillary Agreements to which it is a party or consummate the transactions contemplated hereby or thereby. No Permit, order or authorization of, or registration, declaration or filing with, or notice to, any Governmental Entity is required to be obtained or made by or with respect to Parent or Merger Sub in connection with the execution, delivery and performance of this Agreement by Parent and Merger Sub or any of the Ancillary Agreements to which Parent or Merger Sub is a party or the consummation by Parent or Merger Sub of the Merger or the other transactions contemplated by this Agreement or the Ancillary Agreements to which Parent or Merger Sub is a party, except for (I) the filing of a premerger notification and report form by Parent and the termination or expiration of any waiting periods under the HSR Act, (II) the filing with the SEC of (x) the Joint Proxy Statement and (y) such reports or other applicable filings under the Exchange Act, the Securities Act, state securities Laws or “blue sky” laws as may be required in connection with this Agreement, the Ancillary Agreements and the transactions contemplated hereby and thereby, (III) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware and of appropriate documents with the relevant authorities of other jurisdictions in which Parent or Merger Sub is qualified to do business, (IV) any filings required under the rules and regulations of the NYSE, and (V) such Permits, orders or authorizations of or registrations, declarations or filings with and notices the failure of which to be obtained or made (x) has not and would not reasonably be expected to have a Parent Material Adverse Effect or (y) would not materially impair Parent’s or Merger Sub’s ability to perform its Subsidiaries taken as a wholeobligations under this Agreement or the Ancillary Agreements or consummate the transactions contemplated hereby or thereby.

No Conflict. Other than Except as disclosed in Section 4.01(e) of the filing Buyer Disclosure Schedule and subject to the receipt of a Form 4 the required approvals of Regulatory Authorities and an amendment ----------- to Premier's report on Schedule 13D under Governmental Authorities, the Exchange Actexpiration of applicable regulatory waiting periods, and no filing with, and no permit, authorization, consent or approval of, any Governmental Authority is necessary for the execution adoption of this Purchase Agreement or the Registration Rights Agreement by Premier the Required Seller Vote and required filings under federal and state securities laws, the execution, delivery and performance of this Agreement, and the consummation by Premier of the transactions contemplated hereby by this Agreement by Buyer and therebyBuyer Sub do not and will not (i) conflict with, except for or result in a violation of, or result in the breach of or a default (or which with notice or lapse of time would result in a default) under, any provision of: (A) any federal, state or local law, regulation, ordinance, order, rule or administrative ruling of any Governmental Authority applicable to Buyer or Buyer Sub or any of its or their properties; (B) the articles of incorporation or bylaws of Buyer or Buyer Sub; (C) any material agreement, indenture or instrument to which Buyer or Buyer Sub is a party or by which it or their properties or assets may be bound; or (D) any order, judgment, writ, injunction or decree of any court, arbitration panel or any Governmental Authority applicable to Buyer or Buyer Sub; (ii) result in the creation or acceleration of any security interest, mortgage, option, claim, lien, charge or encumbrance upon or interest in any property of Buyer or Buyer Subsidiaries, other than such filings the failure of which to be madesecurity interests, mortgages, options, claims, liens, charges or encumbrances that, individually or in the aggregate, could would not have a material adverse effect on Buyer; or (iii) violate the terms or conditions of, or result in the cancellation, modification, revocation or suspension of, any material license, approval, certificate, permit or authorization held by Buyer or any of the Buyer Subsidiaries, other than such violations, cancellations, modifications, revocations or suspensions that, individually or in the aggregate, would not reasonably be expected to have a material adverse effect on Premier, and its Subsidiaries, taken as a whole, or to prevent or materially delay the consummation of the transactions contemplated hereby and thereby. Neither the execution and delivery of this Purchase Agreement or the Registration Rights Agreement by Premier nor the consummation by Premier of the transactions contemplated hereby or thereby, nor compliance by Premier with any of the provisions hereof or thereof (i) conflicts with or results in any breach of the Articles of Incorporation or bylaws of Premier, (ii) contravenes, conflicts with or would constitute a violation of any provision of any law, regulation, judgment, injunction, order or decree binding upon Premier, or (iii) constitutes a default under or gives rise to any right of termination, cancellation or acceleration of any right or obligation of Premier or any of its Subsidiaries or to a loss of any benefit to which Premier or any of its Subsidiaries is entitled under any provision of any agreement, contract or other instrument binding on Premier or any of its Subsidiaries or any license, franchise, permit or other similar authorization held by Premier or any of its Subsidiaries, except, in the case of clauses (ii) and (iii), for any such contravention, conflict, violation, default, termination, cancellation, acceleration or loss that would not have a material adverse effect on Premier or any of its Subsidiaries taken as a wholeBuyer.

No Conflict. Other than The execution and delivery by the filing Company of this Agreement and any Related Agreement to which the Company is a Form 4 and an amendment ----------- to Premier's report on Schedule 13D under the Exchange Actparty, and no filing with, and no permit, authorization, consent or approval of, any Governmental Authority is necessary for the execution of this Purchase Agreement or the Registration Rights Agreement by Premier and the consummation by Premier of the transactions contemplated hereby and thereby, except for such filings the failure of which to be made, individually or in the aggregate, could not reasonably be expected to have a material adverse effect on Premier, and its Subsidiaries, taken as a whole, or to prevent or materially delay the consummation of the transactions contemplated hereby and thereby, will not conflict with or result in any violation of any provision of the Charter Documents. Neither the The execution and delivery by the Company of this Purchase Agreement or and any Related Agreement to which the Registration Rights Agreement by Premier nor Company is a party, and the consummation by Premier of the transactions contemplated hereby or and thereby, nor compliance by Premier with will not conflict in any of the provisions hereof or thereof (i) conflicts material respect with or results result in any breach material violation of the Articles of Incorporation or bylaws of Premier, material default under (ii) contravenes, conflicts with or would constitute a violation without notice or lapse of any provision of any law, regulation, judgment, injunction, order or decree binding upon Premiertime, or (iiiboth) constitutes a default under or gives give rise to any a right of termination, cancellation cancellation, modification or acceleration of any right obligation or obligation loss of Premier any benefit under (any such event, a “Conflict”) (i) any Material Contract, or (ii) any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to any Acquired Entity or any of its Subsidiaries properties or to a loss of any benefit to which Premier assets (whether tangible or any of its Subsidiaries is entitled under any provision of any agreementintangible), contract or other instrument binding on Premier or any of its Subsidiaries or any license, franchise, permit or other similar authorization held by Premier or any of its Subsidiaries, except, except in the case of clauses clause (ii) and (iii), for any where such contravention, conflict, violation, default, termination, cancellation, acceleration or loss that Conflict would not have a reasonably be expected to be material adverse effect on Premier or any of its Subsidiaries to the Acquired Entities taken as a whole. Section 2.5 of the Disclosure Schedule sets forth all necessary consents, waivers and approvals of parties to any Contracts with an Acquired Entity as are required thereunder in connection with the Acquisition, or for any such Contract to remain in full force and effect without limitation, modification or alteration after the Closing so as to preserve all rights of, and benefits to, such Acquired Entity under such Contracts from and after the Closing. Following the Closing, each Acquired Entity will continue to be permitted to exercise all of its rights under the Contracts to which it is a party without the payment of any additional amounts or consideration other than ongoing fees, royalties or payments which the Company would otherwise be required to pay pursuant to the terms of such Contracts had the transactions contemplated by this Agreement not occurred.

No Conflict. Other than Neither the filing Company nor any of a Form 4 and an amendment ----------- to Premier's report on Schedule 13D under the Exchange ActSubsidiaries is in violation of any provisions of its Certificate of Incorporation, Bylaws or any other governing document. Neither the Company nor any of the Subsidiaries is in violation of or in default (and no filing withevent has occurred which, and no permitwith notice or lapse of time or both, authorizationwould constitute a default) under any provision of any document, consent agreement, instrument or approval ofcontract to which it is a party or by which it or any of its Property is bound, or in violation of any provision of any Governmental Authority is necessary for Requirement applicable to the execution of this Purchase Agreement Company or the Registration Rights Agreement by Premier and the consummation by Premier of the transactions contemplated hereby and therebyany Subsidiary, except for such filings the failure of which to be made, individually any violation or in the aggregate, could default that has not had or would not reasonably be expected to have a material adverse effect on PremierMaterial Adverse Effect. The (i) execution, delivery and its Subsidiaries, taken as a whole, or to prevent or materially delay performance of this Agreement and the other Transaction Documents and (ii) consummation of the transactions contemplated hereby and thereby. Neither thereby (including without limitation, the execution and delivery of this Purchase Agreement or the Registration Rights Agreement by Premier nor the consummation by Premier issuance of the transactions contemplated hereby Notes and the Warrants and the reservation for issuance and issuance of the Conversion Shares and the Warrant Shares) will not result in any violation of any provisions of the Company’s or therebyany Subsidiary’s Certificate of Incorporation, nor compliance Bylaws or any other governing document or in a default under any provision of any document, agreement, instrument or contract to which it is a party or by Premier with which it or any of the provisions hereof its Property is bound, or thereof (i) conflicts with or results in any breach of the Articles of Incorporation or bylaws of Premier, (ii) contravenes, conflicts with or would constitute a violation of any provision of any lawGovernmental Requirement applicable to the Company or any Subsidiary or be in conflict with or constitute, regulationwith or without the passage of time and giving of notice, judgment, injunction, order or decree binding upon Premier, or (iii) constitutes either a default under any such provision, document, agreement, instrument or gives rise contract or an event which results in the creation of any Lien upon any assets of the Company or of any of the Subsidiaries or the triggering of any preemptive or anti-dilution rights (including without limitation pursuant to any right “reset” or similar provisions) or rights of terminationfirst refusal or first offer, cancellation or acceleration of any right or obligation of Premier or any other rights that would allow or permit the holders of its Subsidiaries the Company’s securities to purchase shares of Common Stock or other securities of the Company (whether pursuant to a loss of any benefit to which Premier stockholder rights plan provision or any of its Subsidiaries is entitled under any provision of any agreement, contract or other instrument binding on Premier or any of its Subsidiaries or any license, franchise, permit or other similar authorization held by Premier or any of its Subsidiaries, except, in the case of clauses (ii) and (iiiotherwise), for any such contravention, conflict, violation, default, termination, cancellation, acceleration or loss that would not have a material adverse effect on Premier or any of its Subsidiaries taken as a whole.

No Conflict. Other than the filing of a Form 4 and an amendment ----------- to Premier's report (a) Except for those set forth on Schedule 13D 3.4(a) (collectively, the “Company Required Governmental Authorizations”) and the applicable expiration or termination of the applicable waiting period under the Exchange HSR Act, and no Governmental Authorization of, or filing with, and no permit, authorization, consent or approval of, any Governmental Authority is necessary for required on the part of any Acquired Company in connection with the execution and delivery of this Purchase Agreement and, as of the Closing, the other Transaction Documents by any such Acquired Company or the Registration Rights Agreement by Premier and the consummation by Premier of the transactions contemplated hereby and thereby, except for such filings the failure of which to be made(i) filings, consents or approvals which, if not made or obtained, would not, individually or in the aggregate, could not reasonably be expected to have a be material adverse effect on Premier, and its Subsidiariesto the Acquired Companies, taken as a whole, (ii) those that may be required because of Buyer’s participation in the transactions contemplated by this Agreement and the other Transaction Documents and (iii) those customarily given or to prevent or materially delay obtained post-closing for transactions of the type contemplated herein. (b) Except as set forth on Schedule 3.4(b), and assuming receipt of the Company Required Governmental Authorizations, the execution and delivery of this Agreement and, as of the Closing, the other Transaction Documents by any Acquired Company, and the consummation of the transactions contemplated hereby hereunder and thereby. Neither the execution and delivery of this Purchase Agreement or the Registration Rights Agreement by Premier nor the consummation by Premier of the transactions contemplated hereby or therebythereunder, nor compliance by Premier with any of the provisions hereof or thereof will not result in (i) conflicts any conflict with or results in any breach the Organizational Documents of the Articles of Incorporation or bylaws of Premiersuch Acquired Company, (ii) contravenesany breach or violation of or default under, conflicts with or would constitute or give rise to a termination or right of termination of any Material Contract or Real Property Lease, (iii) a violation of or default under any provision of any law, regulation, judgment, injunction, order Law or decree binding upon PremierGovernmental Authorization to which such Acquired Company is subject, or (iiiiv) constitutes a default under the creation or gives rise to any right of termination, cancellation or acceleration imposition of any right or obligation of Premier or any of its Subsidiaries or to Lien (other than a loss of any benefit to which Premier or any of its Subsidiaries is entitled under any provision of any agreement, contract or other instrument binding Permitted Lien) on Premier or any of its Subsidiaries or any license, franchise, permit or other similar authorization held by Premier or any of its Subsidiariesthe Company Assets, except, in the case of each of the foregoing clauses (ii), (iii) and (iii)iv) as would not, for any such contraventionindividually or in the aggregate, conflictreasonably be expected to be material to the Acquired Companies, violation, default, termination, cancellation, acceleration or loss that would not have a material adverse effect on Premier or any of its Subsidiaries taken as a whole.

No Conflict. Other than the filing of a Form 4 The execution, delivery and an amendment ----------- to Premier's report on Schedule 13D under the Exchange Act, and no filing with, and no permit, authorization, consent or approval of, any Governmental Authority is necessary for the execution performance of this Purchase Agreement or the Registration Rights Agreement by Premier Parent and Merger Sub do not, and the consummation by Premier Parent and Merger Sub of the transactions contemplated hereby by this Agreement and therebycompliance by Parent and Merger Sub with the provisions of this Agreement will not, except for such filings conflict with, or result in any violation or breach of, or default (with or without notice or lapse of time, or both) under, require consent under, or give rise to a right of, or result in, termination, cancellation, modification or acceleration of any obligation or to the failure loss of which to be madea benefit under, individually or result in the aggregate, could not reasonably be expected to have a material adverse effect on Premier, and its Subsidiaries, taken as a whole, creation of any Lien in or to prevent or materially delay the consummation of the transactions contemplated hereby and thereby. Neither the execution and delivery of this Purchase Agreement or the Registration Rights Agreement by Premier nor the consummation by Premier of the transactions contemplated hereby or thereby, nor compliance by Premier with upon any of the provisions hereof properties or thereof other assets of Parent or Merger Sub under (i) conflicts with or results in any breach the certificate of the Articles of Incorporation or incorporation and bylaws of PremierParent or Merger Sub, (ii) contravenes, conflicts with any Contract to which Parent or would constitute Merger Sub is a violation party or any of their respective properties or other assets are subject (including any provision of credit facilities or agreements and any law, regulation, judgment, injunction, order or decree binding upon Premierother indebtedness arrangements), or (iii) constitutes a default under subject to the governmental filings and other matters referred to in the following sentence, any Laws and Orders applicable to Parent or gives rise to any right of termination, cancellation Merger Sub or acceleration of any right or obligation of Premier or any of its Subsidiaries or to a loss of any benefit to which Premier or any of its Subsidiaries is entitled under any provision of any agreement, contract their respective properties or other instrument binding on Premier or any of its Subsidiaries or any licenseassets, franchise, permit or other similar authorization held by Premier or any of its Subsidiaries, exceptthan, in the case of the immediately preceding clauses (ii) and (iii), for any such contraventionconflicts, conflictviolations, violationbreaches, defaultdefaults, consents, rights of termination, cancellation, acceleration modification or loss acceleration, losses or Liens that would not have a material adverse effect on Premier Parent Material Adverse Effect. No consent, approval, order or authorization of, action by or in respect of, or registration, declaration, notice to or filing with, any Governmental Entity is required by or with respect to Parent or Merger Sub in connection with the execution and delivery of its Subsidiaries taken as this Agreement by Parent or Merger Sub or the consummation by Parent and Merger Sub of the transactions contemplated by this Agreement, except for (x) the filing (1) an amendment to the Schedule 13D of Parent and (2) the Schedule 13E-3 with the SEC, (y) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware and appropriate documents with the relevant authorities of the other states in which Parent and Merger Sub are qualified to do business, and (z) such other consents, approvals, orders, authorizations, actions, registrations, declarations, notices and filings the failure of which to be obtained or made would not have a wholeParent Material Adverse Effect.

No Conflict. Other than the filing of a Form 4 The execution, delivery and an amendment ----------- to Premier's report on Schedule 13D under the Exchange Act, and no filing with, and no permit, authorization, consent or approval of, any Governmental Authority is necessary for the execution performance of this Purchase Agreement or the Registration Rights Agreement by Premier Merger SPV does not, and the consummation by Premier Merger SPV of the transactions contemplated hereby by this Agreement and therebycompliance by Merger SPV with the provisions of this Agreement will not, except for such filings conflict with, or result in any violation or breach of, or default (with or without notice or lapse of time, or both) under, require consent under, or give rise to a right of, or result in, termination, cancellation, modification or acceleration of any obligation or to the failure loss of which to be madea benefit under, individually or result in the aggregate, could not reasonably be expected to have a material adverse effect on Premier, and its Subsidiaries, taken as a whole, creation of any Lien in or to prevent or materially delay the consummation of the transactions contemplated hereby and thereby. Neither the execution and delivery of this Purchase Agreement or the Registration Rights Agreement by Premier nor the consummation by Premier of the transactions contemplated hereby or thereby, nor compliance by Premier with upon any of the provisions hereof properties or thereof other assets of Merger SPV under (i) conflicts with or results in any breach the certificate of the Articles of Incorporation or incorporation and bylaws of PremierMerger SPV, (ii) contravenes, conflicts with any Contract to which Merger SPV is a party or would constitute a violation any of its properties or other assets are subject (including any provision of credit facilities or agreements and any law, regulation, judgment, injunction, order or decree binding upon Premierother indebtedness arrangements), or (iii) constitutes a default under subject to the governmental filings and other matters referred to in the following sentence, any Laws and Orders applicable to Merger SPV or gives rise to any right of termination, cancellation or acceleration of any right or obligation of Premier or any of its Subsidiaries or to a loss of any benefit to which Premier or any of its Subsidiaries is entitled under any provision of any agreement, contract properties or other instrument binding on Premier or any of its Subsidiaries or any licenseassets, franchise, permit or other similar authorization held by Premier or any of its Subsidiaries, exceptthan, in the case of the immediately preceding clauses (ii) and (iii), for any such contraventionconflicts, conflictviolations, violationbreaches, defaultdefaults, consents, rights of termination, cancellation, acceleration modification or loss acceleration, losses or Liens that would not have a material adverse effect on Premier Merger SPV Material Adverse Effect. No consent, approval, order or authorization of, action by or in respect of, or registration, declaration, notice to or filing with, any Governmental Entity is required by or with respect to Merger SPV in connection with the execution and delivery of its Subsidiaries taken as this Agreement by Merger SPV or the consummation by Merger SPV of the transactions contemplated by this Agreement, except for (x) the filing of the Schedule 13E-3 with the SEC, (y) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware and appropriate documents with the relevant authorities of the other states in which Merger SPV is qualified to do business, and (z) such other consents, approvals, orders, authorizations, actions, registrations, declarations, notices and filings the failure of which to be obtained or made would not have a wholeMerger SPV Material Adverse Effect.

No Conflict. Other than The execution and delivery by the filing Company of this Agreement and any Related Agreement to which the Company is a Form 4 and an amendment ----------- to Premier's report on Schedule 13D under the Exchange Actparty, and no filing with, and no permit, authorization, consent or approval of, any Governmental Authority is necessary for the execution of this Purchase Agreement or the Registration Rights Agreement by Premier and the consummation by Premier of the transactions contemplated hereby and thereby, except for such filings the failure of which to be made, individually or in the aggregate, could not reasonably be expected to have a material adverse effect on Premier, and its Subsidiaries, taken as a whole, or to prevent or materially delay the consummation of the transactions contemplated hereby and thereby. Neither the execution and delivery , will not conflict with or result in any violation of this Purchase Agreement or the Registration Rights Agreement by Premier nor the consummation by Premier default under (with or without notice or lapse of the transactions contemplated hereby time, or therebyboth) or give rise to a right of first refusal, nor compliance by Premier with termination, cancellation, modification or acceleration of any obligation or loss of the provisions hereof or thereof any benefit under (any such event, a “Conflict”) (i) conflicts with or results in any breach provision of the Articles Charter Documents or the organizational documents of Incorporation or bylaws any of Premierits Subsidiaries, as amended, (ii) contravenesassuming that all consents, conflicts with approvals and other authorizations described in Section 2.5 of the Disclosure Schedule have been obtained and that all filings and other actions described in Section 2.5 of the Disclosure Schedule have been made or would constitute taken, any material mortgage, indenture, lease (including, without limitation, all Lease Agreements), contract, covenant, plan, insurance policy or other agreement, instrument or commitment, permit, concession, franchise or license (each a violation “Contract” and collectively the “Contracts”) to which the Company is a party or by which any of any provision of any law, regulation, judgment, injunction, order its properties or decree binding upon Premierassets (whether tangible or intangible) are bound, or (iii) constitutes a default under any material judgment, order, decree, statute, law, ordinance, rule or gives rise regulation applicable to any right of termination, cancellation or acceleration of any right or obligation of Premier or any of its Subsidiaries or to a loss of any benefit to which Premier or any of its Subsidiaries is entitled under any provision of any agreement, contract or other instrument binding on Premier the Company or any of its Subsidiaries or any licenseof their respective properties or assets (whether tangible or intangible), franchise, permit or other similar authorization held by Premier or any of its Subsidiaries, except, in the case of except with respect to clauses (ii) and (iii), ) for any such contravention, conflict, violation, default, termination, cancellation, acceleration or loss Conflicts that would not have individually or in the aggregate prevent or materially delay consummation of the First Merger or Second Merger or otherwise prevent or materially delay the Company from performing its obligations under this Agreement or that would not, individually or in the aggregate, constitute a material adverse Company Material Adverse Effect. Section 2.5 of the Disclosure Schedule sets forth all necessary notices, consents, waivers and approvals as are required under any Contracts in connection with the First Merger or Second Merger, or for any such Contract to remain in full force and effect on Premier without limitation, modification or alteration after the Effective Time and after the effective time of the Second Merger so as to preserve all rights of, and benefits to, the Company and its Subsidiaries under such Contracts from and after the Effective Time. The terms and conditions of the Contracts do not require the payment of any additional amounts or consideration as a result of the consummation of the Mergers, other than ongoing fees, royalties or payments which the Company or any of its Subsidiaries taken Subsidiaries, as a wholethe case may be, would otherwise be required to pay pursuant to the terms of such Contracts had the transactions contemplated by this Agreement not occurred.

No Conflict. Other than (a) Except for the applicable requirements of the HSR Act and the filing of a Form 4 the Texas Articles of Merger and an amendment ----------- to Premier's report the Delaware Certificate of Merger or as set forth on Schedule 13D under Section 4.3 of the Exchange ActPurchaser Disclosure Schedule, and no filing with, and no permit, authorization, consent or approval of, any Governmental Authority is necessary for neither the execution and delivery of this Purchase Agreement or the Registration Rights Agreement by Premier Purchaser and Merger Sub nor the consummation or performance by Premier Purchaser and Merger Sub of any of the transactions contemplated hereby and therebywill, except for such filings directly or indirectly (with or without notice or lapse of time): (i) contravene, conflict with, or result in a violation of any provision of the failure organizational documents of Purchaser or Merger Sub, (ii) contravene, conflict with, or result in a violation of any Legal Requirement, or any Order of any Governmental Authority, to which Purchaser or Merger Sub is subject, (iii) breach any provision of, give any Person the right to be madedeclare a default or exercise any remedy under, individually accelerate the maturity or performance of or payment under, or cancel, terminate, or modify any, material contract or agreement of Purchaser or Merger Sub, or (iv) result in the aggregatecreation or imposition of any Encumbrance upon any of the assets of Purchaser or Merger Sub. (b) Except for the applicable requirements of the HSR Act, could not reasonably the filing of the Texas Articles of Merger and the Delaware Certificate of Merger or as set forth on Section 4.3 of the Purchaser Disclosure Schedule, neither Purchaser nor Merger Sub is or will be expected required to have a material adverse effect on Premier, and its Subsidiaries, taken as a wholegive any notice to or obtain any consent or approval from (i) any Governmental Authority, or (ii) any party to prevent any material contract or materially delay agreement of Purchaser or Merger Sub in connection with the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby and thereby. Neither the execution and delivery of this Purchase Agreement or the Registration Rights Agreement by Premier nor the consummation by Premier of the transactions contemplated hereby or thereby, nor compliance by Premier with any of the provisions hereof or thereof (i) conflicts with or results in any breach of the Articles of Incorporation or bylaws of Premier, (ii) contravenes, conflicts with or would constitute a violation of any provision of any law, regulation, judgment, injunction, order or decree binding upon Premier, or (iii) constitutes a default under or gives rise to any right of termination, cancellation or acceleration of any right or obligation of Premier or any of its Subsidiaries or to a loss of any benefit to which Premier or any of its Subsidiaries is entitled under any provision of any agreement, contract or other instrument binding on Premier or any of its Subsidiaries or any license, franchise, permit or other similar authorization held by Premier or any of its Subsidiaries, except, in the case of clauses (ii) and (iii), for any such contravention, conflict, violation, default, termination, cancellation, acceleration or loss that would not have a material adverse effect on Premier or any of its Subsidiaries taken as a wholehereby.

No Conflict. Other than (a) Except as set forth on Section 4.5(a) of the filing Seller Disclosure Letter and as may result from any facts or circumstances relating solely to Buyer or any of a Form 4 its Affiliates, the execution, delivery and an amendment ----------- to Premier's report on Schedule 13D under the Exchange Act, and no filing with, and no permit, authorization, consent or approval of, any Governmental Authority is necessary for the execution performance of this Purchase Agreement or and the Registration Rights Agreement Ancillary Documents by Premier each Seller does not, and the consummation by Premier each Seller of the transactions contemplated hereby and thereby, except for such filings the failure of which to be made, individually or in the aggregate, could Transactions will not reasonably be expected to have a material adverse effect on Premier, and its Subsidiaries, taken as a whole, or to prevent or materially delay the consummation of the transactions contemplated hereby and thereby. Neither the execution and delivery of this Purchase Agreement or the Registration Rights Agreement by Premier nor the consummation by Premier of the transactions contemplated hereby or thereby, nor compliance by Premier with any of the provisions hereof or thereof (i) conflicts with contravene or results in violate any breach provision of the Articles any Organizational Documents of Incorporation or bylaws of Premiereach Seller, (ii) contravenes, conflicts with violate any Law or would constitute a violation of any provision of any law, regulation, judgment, injunction, order or decree binding upon PremierOrder to which each Seller is subject, or (iii) constitutes result in a breach of or constitute a default under (with or gives without due notice or lapse of time or both), give rise to any right of terminationtermination cancellation, cancellation modification or acceleration under, or require the consent of or notice to any right or obligation of Premier or third party to, any of its Subsidiaries or to a loss of any benefit Contract to which Premier or any of its Subsidiaries each Seller is entitled under any provision of any agreement, contract or other instrument binding on Premier or any of its Subsidiaries or any license, franchise, permit or other similar authorization held by Premier or any of its Subsidiariesparty, except, in the case of each of clauses (ii) and (iii), for as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect on the Sellers. (b) Assuming the truth and completeness of the representations and warranties of Buyer contained in this Agreement, with respect to each Seller, except as set forth on Section 4.5(b) of the Seller Disclosure Letter, neither the execution and delivery of this Agreement and the Ancillary Documents nor the consummation of the Transactions will require any filing with, or the obtaining of any permit, authorization, consent or approval of any Governmental Entity, other than (i) compliance with any applicable requirements of the HSR Act, (ii) compliance with any other applicable Antitrust Laws and (iii) any such contraventionaction, conflictfiling, violationconsent, defaultwaiver, terminationapproval, cancellationlicense, acceleration authorization or loss that permit as to which the failure to make or obtain would not have a reasonably be expected, individually or in the aggregate, to be material adverse effect on Premier to the Acquired Companies and as would not prevent or materially delay, or would not reasonably be expected to prevent or materially delay, the Transactions or the transactions contemplated by any Ancillary Document to which each Seller or any of its Subsidiaries taken as Affiliates is a wholeparty.

No Conflict. Other than (a) Except as set forth in Section 3.5(a) of the filing of a Form 4 and an amendment ----------- to Premier's report on Schedule 13D under the Exchange ActAmeritrade Disclosure Schedule, and no filing with, and no permit, authorization, consent or approval of, any Governmental Authority is necessary for the execution and delivery by Ameritrade and Datek of this Purchase Agreement or and the Registration Rights Agreement execution and delivery by Premier Ameritrade and the applicable Subsidiaries of Ameritrade of each of the Transaction Agreements to which it will be a party do not, and the consummation by Premier Ameritrade, Datek and/or each such Subsidiary of Ameritrade of the transactions contemplated hereby and therebythereby will not, except for such filings the failure of which to be made, individually or in the aggregate, could not reasonably be expected to have a material adverse effect on Premier, and its Subsidiaries, taken as a wholeconflict with, or to prevent result in any violation of, or materially delay the consummation of the transactions contemplated hereby and thereby. Neither the execution and delivery of this Purchase Agreement or the Registration Rights Agreement by Premier nor the consummation by Premier of the transactions contemplated hereby or thereby, nor compliance by Premier with any of the provisions hereof or thereof constitute a default (i) conflicts with or results in any breach without notice or lapse of the Articles of Incorporation or bylaws of Premier, (ii) contravenes, conflicts with or would constitute a violation of any provision of any law, regulation, judgment, injunction, order or decree binding upon Premiertime, or (iiiboth) constitutes a default under under, or gives give rise to any a right of termination, cancellation or acceleration of any right obligation or obligation of Premier or any of its Subsidiaries or to a the loss of a material benefit under, or the creation of any benefit to which Premier Encumbrance on any assets of Ameritrade Canada (any such conflict, violation, default, right of termination, cancellation or any of its Subsidiaries is entitled under acceleration, loss or creation, a “Violation”) pursuant to, (i) any provision of the charter, articles of incorporation or by-laws or comparable organizational documents of Ameritrade, Datek or Ameritrade Canada, (ii) except as to which requisite waivers or consents have been obtained, and except for the consents and approvals required under the agreements and instruments listed in Section 3.5(a) of the Ameritrade Disclosure Schedule, any loan or credit agreement, contract note, mortgage, indenture, lease or other agreement, obligation or instrument binding on Premier to which Ameritrade Canada is a party or by which its properties or assets may be bound, or (iii) any of its Subsidiaries or any licenselaw, permit, concession, franchise, permit licence, judgment, order, decree, statute, ordinance, rule or regulation applicable to Ameritrade Canada or its properties or assets, assuming the consents, approvals, authorizations or permits and filings or notifications set forth in Section 3.5(a) of the Ameritrade Disclosure Schedule and Section 3.5(b) are duly and timely obtained or made; other similar authorization held by Premier or any of its Subsidiaries, exceptthan a Violation, in the case of clauses (ii) and (iii), for any such contravention, conflict, violation, default, termination, cancellation, acceleration or loss that which would not have reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Ameritrade Canada. Section 3.5(a) of the Ameritrade Disclosure Schedule lists all loan or credit agreements, notes, mortgages, indentures, leases or other agreements, obligations or instruments (other than the contracts and other agreements set forth in Section 3.7(a) of the Ameritrade Disclosure Schedule) to which Ameritrade Canada is a party, or by which any of its properties or assets may be bound, which require the consent, waiver or approval of a party thereto (other than Ameritrade Canada) in connection with the execution and delivery by Ameritrade or Datek of this Agreement or the Transaction Agreements and the consummation by them of the transactions contemplated hereby and thereby, if the failure to obtain such consent, waiver or approval would be material adverse effect on Premier to Ameritrade Canada. (b) Except as set forth in Section 3.5(b) of the Ameritrade Disclosure Schedule, no consent, approval, order or authorization of, notice to, or registration, declaration or filing with, any court, administrative agency or commission or other governmental authority or instrumentality, domestic or foreign, including any industry self-regulatory organization (a “Governmental Authority”) or with any Person other than a Governmental Authority (a “Third Party Approval”), is required by or with respect to Ameritrade, Datek or Ameritrade Canada in connection with the execution and delivery by Ameritrade and Datek of this Agreement or any of its Subsidiaries taken as the Transaction Agreements, or the consummation by Ameritrade and Datek of the transactions contemplated hereby and thereby, except for (i) a wholepre-merger notification pursuant to the Competition Act (Canada) and expiration of the applicable waiting periods thereunder and a request for an advance ruling certificate under Section 102 of the Competition Act (Canada) (an “ARC”) or for a no action letter indicating that the Commissioner of Competition (Canada) will not challenge the Share Purchase (a “No Action Letter”), (ii) notices with and approvals from the Canadian securities regulatory authorities and the Investment Dealers Association of Canada (the “I▇▇”) and the other industry self-regulatory agencies listed in Section 3.5(b) of the Ameritrade Disclosure Schedule, and (iii) such other approvals, consents and orders of, and filings, notices and registrations with, Governmental Authorities and Third Party Approvals the failure of which to be made or obtained would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Ameritrade Canada.

No Conflict. Other than Required Filings and Consents. (a) Except as otherwise provided in Section 4.3(b), the filing execution, delivery and performance of this Agreement by EQT Gathering and EQT Gathering Holdings or any of the Ancillary Agreements to which EQT Gathering or EQT Gathering Holdings is a Form 4 and an amendment ----------- to Premier's report on Schedule 13D under the Exchange Actparty, and no filing with, and no permit, authorization, consent or approval of, any Governmental Authority is necessary for the execution of this Purchase Agreement or the Registration Rights Agreement by Premier and the consummation by Premier of the transactions contemplated hereby and thereby, except for such filings the failure of which to be made, individually or in the aggregate, could not reasonably be expected to have a material adverse effect on Premier, and its Subsidiaries, taken as a whole, or to prevent or materially delay the consummation of the transactions contemplated hereby and thereby. Neither thereby do not and will not: (i) Violate, conflict with any of, result in any breach of, or require the execution and delivery consent of this Purchase Agreement any Person under, the terms, conditions or provisions of the certificate of formation or limited liability company agreement of EQT Gathering or EQT Gathering Holdings, as applicable; (ii) Conflict with or violate any provision of Applicable Law; (iii) Except as set forth in Seller Disclosure Schedule 4.3, conflict with, result in a breach of, constitute a default under (whether with notice or the Registration Rights Agreement by Premier nor lapse of time or both), or accelerate or permit the consummation by Premier acceleration of the transactions contemplated hereby performance required by, or therebyrequire any consent, nor compliance notice, authorization or approval under, or result in the suspension, termination or cancellation of, or in a right of suspension, termination or cancellation of, any indenture, mortgage, agreement, Contract, commitment, license, concession, permit (including any Material Permit), lease, joint venture or other instrument to which EQT Gathering or EQT Gathering Holdings is a party or by Premier with which it or any of the provisions hereof Transferred Assets or thereof Subject Interests are bound; or (iiv) conflicts with or results Result in the creation of any breach Lien on any of the Articles of Incorporation Transferred Assets or bylaws of Premier, (ii) contravenes, conflicts with or would constitute a violation of any provision of any law, regulation, judgment, injunction, order or decree binding upon Premier, or (iii) constitutes a default under or gives rise to any right of termination, cancellation or acceleration of any right or obligation of Premier or any of its Subsidiaries or to a loss of any benefit to which Premier or any of its Subsidiaries is entitled Subject Interests under any provision of any such indenture, mortgage, agreement, contract Contract, commitment, license, concession, permit, lease, joint venture or other instrument binding on Premier or any of its Subsidiaries or any licenseinstrument, franchise, permit or other similar authorization held by Premier or any of its Subsidiaries, except, except in the case of clauses (ii), (iii) and (iii)iv) for those items which, for any such contraventionindividually or in the aggregate, conflict, violation, default, termination, cancellation, acceleration or loss that would not reasonably be expected to have a material adverse effect on Premier Seller Material Adverse Effect. (b) Neither EQT Gathering nor EQT Gathering Holdings is required to file, seek or obtain any notice, authorization, approval, order, permit or consent of or with any Governmental Authority in connection with the execution, delivery and performance by EQT Gathering or EQT Gathering Holdings of this Agreement or any of its Subsidiaries taken the Ancillary Agreements to which EQT Gathering or EQT Gathering Holdings is a party or the consummation of the transactions contemplated hereby or thereby or in order to prevent the termination of any right, privilege, license or qualification of EQT Gathering or EQT Gathering Holdings, except for (i) as have been waived or obtained or with respect to which the time for asserting such right has expired, (ii) for those which individually or in the aggregate would not reasonably be expected to have a wholeSeller Material Adverse Effect, (iii) any filings required to be made under the HSR Act, (iv) such filings as may be required by any applicable federal or state securities or “blue sky” Applicable Law or (v) as otherwise indicated in Seller Disclosure Schedule 4.3.

No Conflict. Other than the filing of a Form 4 and an amendment ----------- to Premier's report on Schedule 13D under the Exchange Act, and no filing with, and no permit, authorization, consent or approval of, any Governmental Authority is necessary for (a) Neither the execution and delivery by ----------- Parent, Merger Sub and Merger Grandsub of this Purchase Agreement or the Registration Rights Agreement by Premier and Agreement, nor the consummation by Premier Parent, Merger Sub and Merger Grandsub of the transactions contemplated hereby and therebyin accordance with the terms hereof, except for such filings will: (i) conflict with or result in a breach of any provisions of the failure certificate of which to be madeincorporation or bylaws of Parent, individually Merger Sub or Merger Grandsub; (ii) violate, or 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 or in the aggregate, could not reasonably be expected to have a material adverse effect on Premier, and its Subsidiaries, taken as a wholeright of termination or cancellation of, or give rise to prevent a right of purchase under or materially delay accelerate the consummation performance required by, or result in the creation of the transactions contemplated hereby and thereby. Neither the execution and delivery of this Purchase Agreement or the Registration Rights Agreement by Premier nor the consummation by Premier of the transactions contemplated hereby or thereby, nor compliance by Premier with any Lien upon any of the properties of Parent or its Subsidiaries under, or result in being declared void, voidable, or without further binding effect, or otherwise result in a detriment to Parent or any of its Subsidiaries under any of the terms, conditions or provisions hereof of, any note, bond, mortgage, indenture, deed of trust, license, franchise, permit, lease, contract, agreement, joint venture or thereof other instrument or obligation to which Parent or any of its Subsidiaries is a party, or by which Parent or any of its Subsidiaries or any of their properties is bound or affected; or (iiii) conflicts contravene or conflict with or results in any breach of the Articles of Incorporation or bylaws of Premier, (ii) contravenes, conflicts with or would constitute a violation of any provision of any law, rule, regulation, judgment, injunction, order or decree binding upon Premier, or (iii) constitutes a default under or gives rise applicable to any right of termination, cancellation or acceleration of any right or obligation of Premier or any of its Subsidiaries or to a loss of any benefit to which Premier or any of its Subsidiaries is entitled under any provision of any agreement, contract or other instrument binding on Premier or any of its Subsidiaries or any license, franchise, permit or other similar authorization held by Premier Parent or any of its Subsidiaries, except, in the case of clauses matters described in clause (ii) and or (iii), as would not have, individually or in the aggregate, a Parent Material Adverse Effect. (b) Neither the execution and delivery by Parent, Merger Sub or Merger Grandsub of this Agreement nor the consummation by Parent, Merger Sub or Merger Grandsub of the transactions contemplated hereby in accordance with the terms hereof will require any consent, approval or authorization of, or filing or registration with, any governmental or regulatory authority, other than Regulatory Filings, except for any such contraventionconsent, conflict, violation, default, termination, cancellation, acceleration approval or loss that authorization the failure of which to obtain and for any filing or registration the failure of which to make would not have a material adverse effect on Premier or any of its Subsidiaries taken as a wholeParent Material Adverse Effect.

No Conflict. Other than the filing (a) None of a Form 4 and an amendment ----------- to Premier's report on Schedule 13D under the Exchange Act, and no filing with, and no permit, authorization, consent or approval of, any Governmental Authority is necessary for the execution of this Purchase Agreement or the Registration Rights Agreement by Premier and the consummation by Premier of the transactions contemplated hereby and thereby, except for such filings the failure of which to be made, individually or in the aggregate, could not reasonably be expected to have a material adverse effect on Premier, and its Subsidiaries, taken as a whole, or to prevent or materially delay the consummation of the transactions contemplated hereby and thereby. Neither the execution and delivery by the Seller Parties of this Purchase Agreement or the Registration Rights Agreement by Premier nor the Seller Ancillary Documents to which each Seller Party is a party, the consummation by Premier of the transactions contemplated hereby or thereby, nor the performance and compliance by Premier the Seller Parties with any of the provisions hereof or thereof will, directly or indirectly: (i) conflicts contravene, conflict with or results result in a violation of (A) any breach provision of the Articles Organizational Documents, or (B) any resolution adopted by the board of Incorporation or bylaws directors of Premier, the Seller; (ii) contravenescontravene, conflicts conflict with or would constitute result in a violation of, or give any Governmental Entity or other Person the right to challenge the transactions contemplated by this Agreement or the Seller Ancillary Documents under any Law applicable to the Seller Parties, the Business or the assets of the Seller Parties (including the Acquired Assets), or any Orders to which the Seller Parties, the Business or its assets (including the Acquired Assets) are subject; (iii) except as set forth on Schedule 4.3(a)(iii), contravene, conflict with or result in a violation of any provision of any law, regulation, judgment, injunction, order the terms or decree binding upon Premierrequirements of, or (iii) constitutes a default under give any Governmental Entity the right to revoke, withdraw, suspend, cancel, terminate or gives rise to modify, any right of termination, cancellation or acceleration of any right or obligation of Premier or any of its Subsidiaries or to a loss of any benefit to which Premier or any of its Subsidiaries License that is entitled under any provision of any agreement, contract or other instrument binding on Premier or any of its Subsidiaries or any license, franchise, permit or other similar authorization held by Premier the Seller with respect to the Business or any the assets of its Subsidiaries, except, in the case of clauses Seller (iiincluding the Acquired Assets); (iv) except (A) as set forth on Schedule 4.3(a)(iv) and (iiiB) in connection with any consent required under any customer Contract with backlog as of the Closing of less than $500,000, contravene, conflict with or result in a violation or breach of any provision of, or give any Person the right to declare a default under, or to accelerate the maturity or performance of, or to cancel, terminate or modify, any Material Contract; or (v) result in the imposition or creation of any Lien upon or with respect to the Acquired Assets. (b) Except as set forth on Schedule 4.3(b), no consent, release, waiver, authorization, approval, Order, License or declaration or filing with, or notification to, any Governmental Entity, or, with respect to the Material Contracts (except for customer Contracts with backlog as of the Closing of less than $500,000), any such contraventionPerson, conflict, violation, default, termination, cancellation, acceleration is required on the part of the Seller Parties in connection with the execution and delivery of this Agreement or loss that would not have a material adverse effect on Premier the Seller Ancillary Documents by the Seller Parties or the compliance by the Seller Parties with any of its Subsidiaries taken as a wholethe provisions hereof or thereof, or the consummation by the Seller of the transactions contemplated hereby and thereby.

No Conflict. Other than the filing of a Form 4 and an amendment ----------- to Premier's report on Schedule 13D under the Exchange Act, and no filing with, and no permit, authorization, consent or approval of, any Governmental Authority is necessary for the execution of this Purchase Agreement or the Registration Rights Agreement by Premier and the consummation by Premier Except as set forth in Section 5.2(b) of the transactions contemplated hereby and therebyParent Disclosure Letter, except for such filings the failure of which to be made, individually or in the aggregate, could not reasonably be expected to have a material adverse effect on Premier, and its Subsidiaries, taken as a whole, or to prevent or materially delay the consummation of the transactions contemplated hereby and thereby. Neither the execution and delivery of this Purchase Agreement or and the Registration Rights Escrow Agreement by Premier nor do not, and subject to the Parent Stockholder Approval the consummation by Premier of the Merger and the other transactions contemplated hereby or thereby, nor and thereby and compliance by Premier with any of the provisions hereof of this Agreement will not, directly or thereof indirectly, contravene, conflict with, or result in any violation of, or default (i) conflicts with or results in any breach without notice or lapse of the Articles of Incorporation or bylaws of Premier, (ii) contravenes, conflicts with or would constitute a violation of any provision of any law, regulation, judgment, injunction, order or decree binding upon Premiertime, or (iiiboth) constitutes a default under under, or gives give rise to any a right of termination, cancellation or acceleration of any right obligation under any provision of (i) the Certificate of Incorporation of Parent, the By-Laws of Parent or obligation the comparable organizational documents of Premier any of its Subsidiaries (ii) any resolutions adopted by the Board of Directors or the stockholders of Parent or any of its Subsidiaries or (iii) subject to a loss of the filings and other matters referred to in the immediately following sentence, (A) any benefit Contract to which Premier Parent or any of its Subsidiaries is entitled under a party or by which any provision of its or their respective assets are bound or (B) any agreementLaw or Judgment, contract or other instrument binding on Premier in each case applicable to Parent or any of its Subsidiaries or any licenseits or their respective assets, franchise, permit or other similar authorization held by Premier or any of its Subsidiaries, exceptthan, in the case of clauses (ii) and this clause (iii), for any such contraventionconflicts, conflictviolations, violationdefaults, defaultrights, terminationlosses, cancellation, acceleration or loss amendments that (x) have not had and would not reasonably be expected to have a material adverse effect on Premier Parent 28 Material Adverse Effect or (y) would not materially impair Parent’s or Merger Sub’s ability to perform their respective obligations under this Agreement or the Escrow Agreement or consummate the transactions contemplated hereby and thereby. No Permit, order or authorization of, or registration, declaration or filing with, or notice to, any Governmental Entity is required to be obtained or made by or with respect to Parent or any of its Subsidiaries taken in connection with the execution, delivery and performance of this Agreement or the Escrow Agreement by Parent or the Merger Sub or the consummation by Parent or the Merger Sub of the Merger or the other transactions contemplated by this Agreement or the Escrow Agreement, except for (I) the filing of a premerger notification and report form by the Company and the termination or expiration of any waiting periods under the HSR Act, (II) the filing with the SEC of (x) the Form S-4 (y) the Joint Proxy Statement and (z) such reports or other applicable filings under the Exchange Act, the Securities Act, state securities Laws or “blue sky” laws as may be required in connection with this Agreement and the transactions contemplated hereby, (III) the filing of the Parent Certificate of Incorporation Amendment and the Certificate of Merger with the Secretary of State of the State of Delaware and of appropriate documents with the relevant authorities of other jurisdictions in which Parent or any of its Subsidiaries is qualified to do business, (IV) any filings required under the rules and regulations of the NYSE, and (V) such Permits, orders or authorizations of or registrations, declarations or filings with and notices the failure of which to be obtained or made (x) has not and would not reasonably be expected to have a wholeParent Material Adverse Effect or (y) would not reasonably be expected to materially impair Parent’s ability to perform its obligations under this Agreement or the Escrow Agreement or consummate the transactions contemplated hereby or thereby.

No Conflict. Other than the filing of a Form 4 and an amendment ----------- to Premier's report on Schedule 13D under the Exchange Act, and no filing with, and no permit, authorization, consent or approval of, any Governmental Authority is necessary for (a) Neither the execution and delivery of this Purchase Agreement or any Transaction Document by Seller nor the Registration Rights Agreement performance by Premier and the consummation by Premier Seller of the transactions contemplated hereby and therebyor thereby will conflict with or result in (with or without notice or lapse of time or both) a violation, except for breach, or default under, or result in the acceleration of or give rise to any party the right to terminate, modify or cancel under, or result in the loss of any rights, privileges, options or alternatives under, or result in the creation of any Lien other than Permitted Liens on any of the Purchased Assets as the case may be, of (i) any provision of Seller's Organizational Documents, (ii) any resolution adopted by Seller's directors, (iii) any Legal Requirement or any Order to which Seller or any of the Purchased Assets may be subject, or (iv) any Contract or other agreement or instrument to which Seller is a party or by which Seller or any of its properties or assets are bound, other than in the case of this clause (iv) any such filings the failure of which to be madeconflicts, violations or defaults that, individually or in the aggregate, (A) have not had and could not reasonably be expected to have a material adverse effect on Premiereffect, and (B) have not impaired and could not reasonably be expected to impair Seller's ability to perform its Subsidiaries, taken as a whole, obligations hereunder. No Governmental Authorization is required to be obtained or to prevent made by Seller in connection with the execution and delivery of this Agreement or materially delay the consummation of the transactions contemplated hereby and thereby. by Seller, other than any required Consent in connection with the transfer of any Permit. (b) Neither the execution and delivery of this Purchase Agreement or the Registration Rights Agreement any Transaction Document by Premier OTV or Seller nor the consummation performance by Premier OTV or Seller of the transactions contemplated hereby or therebythereby to be performed by OTV or Seller, nor compliance by Premier respectively, will conflict with or result in (with or without notice or lapse of time or both) a violation, breach, or default under, or result in the acceleration of or give rise to any party the right to terminate, modify or cancel under, or result in the loss of any rights, privileges, options or alternatives under, or result in the creation of any Lien other than Permitted Liens on any of the provisions hereof or thereof Purchased Assets as the case may be, of (i) conflicts with any Legal Requirement or results in any breach of the Articles of Incorporation Order to which OTV may be subject, or bylaws of Premier, (ii) contravenesany Contract or other agreement or instrument to which OTV is a party or by which OTV, conflicts with or would constitute a violation of any provision of any law, regulation, judgment, injunction, order or decree binding upon Premier, or (iii) constitutes a default under or gives rise to any right of termination, cancellation or acceleration of any right or obligation of Premier or any of its Subsidiaries properties or to a loss assets other than the Seller or the properties or assets of any benefit to which Premier or any of its Subsidiaries is entitled under any provision of any agreementthe Seller, contract or are bound, other instrument binding on Premier or any of its Subsidiaries or any license, franchise, permit or other similar authorization held by Premier or any of its Subsidiaries, except, than in the case of clauses this clause (ii) and (iii), for any such contraventionconflicts, conflictviolations or defaults that, violationindividually or in the aggregate, default, termination, cancellation, acceleration or loss that would (A) have not had and could not reasonably be expected to have a material adverse effect on Premier effect, and (B) have not impaired and could not reasonably be expected to impair OTV's ability to perform their respective obligations hereunder. No Governmental Authorization is required to be obtained or any made by OTV in connection with the execution and delivery of its Subsidiaries taken this Agreement or the consummation of the transactions contemplated hereby by OTV. OTV is an "ultimate parent entity" within the meaning of Section 801.1(a)(3) of the rules of the Federal Trade Commission promulgated under the Hart-Scott-Rodino Antitrust I▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇f 1976, as a wholeamended.

No Conflict. Other than the filing of a Form 4 and an amendment ----------- to Premier's report on Schedule 13D under the Exchange Act, and no filing with, and no permit, authorization, consent or approval of, any Governmental Authority is necessary for (a) Neither the execution and delivery by the Borrower ----------- of this Purchase Agreement or the Registration Rights Agreement by Premier and Loan Documents to which the Borrower is a party nor the consummation by Premier of the transactions herein or therein contemplated hereby nor compliance with the terms and therebyprovisions hereof or thereof by the Borrower will (a) conflict with, except for such filings constitute a default under or result in any breach of (i) the failure terms and conditions of the certificate of incorporation, by-laws or other organizational documents of the Borrower or (ii) any Law or any agreement or instrument or order, writ, judgment, injunction or decree to which the Borrower is a party or by which it is bound or to be madewhich it is subject, individually which conflict, default or breach would cause a Material Adverse Change, or (b) result in the aggregatecreation or enforcement of any Lien upon any property (now or hereafter acquired) of the Borrower (other than the Permitted Liens). (b) Neither the execution and delivery by a Subsidiary Guarantor of a Subsidiary Guaranty, could not reasonably be expected a Subsidiary Security Agreement or the other Security Documents to have which such Subsidiary Guarantor is a material adverse effect on Premier, and its Subsidiaries, taken as a whole, or to prevent or materially delay party nor the consummation of the transactions contemplated hereby and thereby. Neither the execution and delivery of by this Purchase Agreement or the Registration Rights Agreement by Premier nor the consummation by Premier of the transactions contemplated hereby or thereby, other Loan Documents nor compliance by Premier with any of the terms and provisions hereof or thereof by such Subsidiary Guarantor will (ia) conflicts with conflict with, constitute a default under or results result in any breach of (i) the Articles terms and conditions of Incorporation the articles of incorporation, by-laws or bylaws other organizational documents of Premier, such Subsidiary or (ii) contravenesany Law or any agreement or instrument or order, conflicts with or would constitute a violation of any provision of any law, regulationwrit, judgment, injunction, order injunction or decree binding upon Premierto which such Subsidiary is a party or by which it is bound or to which it is subject, which conflict, default or breach would cause a Material Adverse Change, or (iiib) constitutes a default under result in the creation or gives rise to any right of termination, cancellation or acceleration enforcement of any right Lien upon any property (now or obligation hereafter acquired) of Premier or any of its Subsidiaries or to a loss of any benefit to which Premier or any of its Subsidiaries is entitled under any provision of any agreement, contract or such Subsidiary (other instrument binding on Premier or any of its Subsidiaries or any license, franchise, permit or other similar authorization held by Premier or any of its Subsidiaries, except, in than the case of clauses (ii) and (iiiPermitted Liens), for any such contravention, conflict, violation, default, termination, cancellation, acceleration or loss that would not have a material adverse effect on Premier or any of its Subsidiaries taken as a whole.

No Conflict. Other than None of the filing execution, delivery or performance of this Agreement by the Parent or the Purchaser, the acceptance for payment or purchase of Shares pursuant to the Offer, the consummation by the Parent or the Purchaser of the Merger or any other transaction contemplated by this Agreement, or compliance by the Parent or the Purchaser with any of the provisions of this Agreement will (with or without notice or lapse of time, or both): (a) conflict with or violate any provision of the certificate of formation, operating agreement or similar organizational documents of the Parent or the Purchaser; (b) assuming that all consents, approvals, authorizations and permits described in Section 4.4 have been obtained and all filings and notifications described in Section 4.4 have been made and any waiting periods thereunder have terminated or expired, conflict with or violate any Law applicable to the Parent or the Purchaser or any other Subsidiary of the Parent (each a Form 4 and an amendment ----------- to Premier's report on Schedule 13D under “Parent Subsidiary” and, collectively, the Exchange Act, and no filing with, and no permit, authorization, “Parent Subsidiaries”) or any of their respective properties or assets; or (c) require any consent or approval under, violate, conflict with, result in any breach of or any loss of any benefit under, or constitute a default under, or result in termination or give to others any right of termination, vesting, amendment, acceleration or cancellation of, or result in the creation of a Lien upon any Governmental Authority is necessary for the execution of this Purchase Agreement or the Registration Rights Agreement by Premier and the consummation by Premier of the transactions contemplated hereby respective properties or assets of the Parent, the Purchaser or any Parent Subsidiary pursuant to, any Contract, permit or other instrument or obligation to which the Parent, the Purchaser or any Parent Subsidiary is a party or by which they or any of their respective properties or assets may be bound or affected, except, with respect to clauses (b) and thereby(c), except for any such filings the failure of which to be madeconflicts, violations, consents, breaches, losses, defaults, other occurrences or Liens which, individually or in the aggregate, could have not had and would not reasonably be expected to have a material adverse effect on Premier, and its Subsidiaries, taken as a whole, or to prevent or materially delay the consummation of the transactions contemplated hereby and thereby. Neither the execution and delivery of this Purchase Agreement or the Registration Rights Agreement by Premier nor the consummation by Premier of the transactions contemplated hereby or thereby, nor compliance by Premier with any of the provisions hereof or thereof (i) conflicts with or results in any breach of the Articles of Incorporation or bylaws of Premier, (ii) contravenes, conflicts with or would constitute a violation of any provision of any law, regulation, judgment, injunction, order or decree binding upon Premier, or (iii) constitutes a default under or gives rise to any right of termination, cancellation or acceleration of any right or obligation of Premier or any of its Subsidiaries or to a loss of any benefit to which Premier or any of its Subsidiaries is entitled under any provision of any agreement, contract or other instrument binding on Premier or any of its Subsidiaries or any license, franchise, permit or other similar authorization held by Premier or any of its Subsidiaries, except, in the case of clauses (ii) and (iii), for any such contravention, conflict, violation, default, termination, cancellation, acceleration or loss that would not have a material adverse effect on Premier or any of its Subsidiaries taken as a wholeParent Material Adverse Effect.

No Conflict. Other than the filing of a Form 4 and an amendment ----------- to Premier's report (a) Except as set forth on Schedule 13D under 3.3(a) (collectively, the Exchange Act“Seller Required Governmental Authorizations”), and no Governmental Authorization of, or filing with, and no permit, authorization, consent or approval of, any Governmental Authority is necessary for required on the part of the Seller or the ▇▇▇▇▇▇ Subsidiary in connection with the execution and delivery of this Purchase Agreement and, as of the Closing, the other Transaction Documents by the Seller or the Registration Rights Agreement by Premier and ▇▇▇▇▇▇ Subsidiary, as applicable, or the consummation by Premier of the transactions contemplated hereby and thereby, except for such filings the failure of which to be made(i) filings, consents or approvals which, if not made or obtained, would not, individually or in the aggregate, could not reasonably be expected to have a material adverse effect on Premier, and its Subsidiaries, taken as a whole, materially impede or to prevent or materially delay the consummation Closing or the ability of the Seller to fulfill its obligations hereunder or the ability of the Seller or the ▇▇▇▇▇▇ Subsidiary to fulfill their respective obligations under the other Transaction Documents to which they are or will be a party as of the Closing, (ii) those that may be required because of Buyer’s participation in the transactions contemplated hereby by this Agreement and thereby. Neither the other Transaction Documents and (iii) those customarily given or obtained post-closing for transactions of the type contemplated herein. (b) Except as set forth on Schedule 3.3(b) and assuming receipt of the Seller Required Governmental Authorizations, the execution and delivery of this Purchase Agreement and, as of the Closing, the other Transaction Documents by the Seller or the Registration Rights Agreement ▇▇▇▇▇▇ Subsidiary and the performance by Premier nor the consummation by Premier Seller and the ▇▇▇▇▇▇ Subsidiary of the transactions contemplated hereby or therebytheir respective obligations hereunder and thereunder, nor compliance by Premier with any of the provisions hereof or thereof will not result in (i) conflicts any conflict with or results in any breach the Organizational Documents of the Articles of Incorporation Seller or bylaws of Premierthe ▇▇▇▇▇▇ Subsidiary, as applicable, (ii) contravenes, conflicts with any breach or would constitute a violation of any provision of any law, regulation, judgment, injunction, order or decree binding upon Premierdefault under, or (iii) constitutes a default under constitute or gives give rise to any a termination or right of terminationtermination of, cancellation or acceleration of any right obligation or obligation of Premier or any of its Subsidiaries or to a loss of any benefit under, any Assigned Contract, (iii) a violation of or default under any Law or Governmental Authorization to which Premier the Seller or any of its Subsidiaries the ▇▇▇▇▇▇ Subsidiary is entitled under any provision subject or (iv) the creation or imposition of any agreementLien, contract or other instrument binding on Premier or any of its Subsidiaries or any license, franchise, permit or other similar authorization held by Premier or any of its Subsidiariesthan Permitted Liens, except, in the case of the foregoing clauses (ii), (iii) and (iii)iv) as would not, for any such contraventionindividually or in the aggregate, conflict, violation, default, termination, cancellation, acceleration reasonably be expected to materially impede or loss that would not have delay the Closing or the ability of the Seller or the ▇▇▇▇▇▇ Subsidiary to fulfill their respective obligations hereunder or under the other Transaction Documents to which they are or will be a material adverse effect on Premier or any party as of its Subsidiaries taken as a wholethe Closing.

No Conflict. Other than (i) the filing of a Form 4 3 and an amendment ----------- to Premier's report a Report on Schedule 13D under the Exchange Act, (ii) compliance with any applicable requirements of the HSR Act, (iii) compliance with any applicable requirements of the United States Department of Transportation (the DOT ) and the European Commission, (iv) listing the Exchange Shares for quotation on the NASDAQ National Market and (v) the filing of a certificate of merger with respect to the Merger with the Secretary of State of the State of Delaware and appropriate documents in other states where Parent is qualified to do business, no filing with, and no permit, authorization, consent or approval of, any Governmental Authority is necessary for the execution of this Purchase Agreement or the Registration Rights Agreement by Premier Parent or Holdco Sub and the consummation by Premier Parent and Holdco Sub of the transactions contemplated hereby and thereby, except for such filings the failure of which to be made, individually or in the aggregate, could not reasonably be expected to have a material adverse effect on PremierParent, Holdco Sub and its Subsidiariestheir subsidiaries, taken as a whole, or to prevent or materially delay the consummation of the transactions contemplated hereby and thereby. Neither the execution and delivery of this Purchase Agreement or the Registration Rights Agreement by Premier Parent or Holdco Sub nor the consummation by Premier Parent or Holdco Sub of the transactions contemplated hereby or thereby, nor compliance by Premier Parent or Holdco Sub with any of the provisions hereof or thereof (i) conflicts with or results in any breach of the Articles of Incorporation charter or bylaws of PremierParent or Holdco Sub, (ii) contravenes, conflicts with or would constitute a violation of any provision of any law, regulation, judgment, injunction, order or decree binding upon PremierParent or Holdco Sub, or (iii) constitutes a default under or gives rise to any right of termination, cancellation or acceleration of any right or obligation of Premier Parent or Holdco Sub or any of its Subsidiaries their respective subsidiaries or to a loss of any benefit to which Premier Parent or Holdco Sub or any of its Subsidiaries their respective subsidiaries is entitled under any provision of any agreement, contract or other instrument binding on Premier Parent or Holdco Sub or any of its Subsidiaries their respective subsidiaries or any license, franchise, permit or other similar authorization held by Premier Parent or Holdco Sub or any of its Subsidiariestheir respective subsidiaries, except, in the case of clauses (ii) and (iii), for any such contravention, conflict, violation, default, termination, cancellation, acceleration or loss that would not have a material adverse effect on Premier Parent or any of its Subsidiaries Holdco Sub and their respective subsidiaries taken as a whole. The Merger will be consummated without the vote of the stockholders of Parent, pursuant to the provisions of Section 251(g) of the DGCL.

No Conflict. Other than the filing of a Form 4 The execution, delivery and an amendment ----------- to Premier's report on Schedule 13D under the Exchange Act, and no filing with, and no permit, authorization, consent or approval of, any Governmental Authority is necessary for the execution performance by TopCo LP of this Purchase Agreement or the Registration Rights Agreement by Premier and the consummation by Premier TopCo LP of the transactions contemplated hereby do not and therebywill not, except for such filings assuming compliance with the failure of which matters referred to be madein Section 7.1 and Section 7.3, individually (a) contravene or in the aggregate, could not reasonably be expected to have a material adverse effect on Premier, and its Subsidiaries, taken as a whole, or to prevent or materially delay the consummation of the transactions contemplated hereby and thereby. Neither the execution and delivery of this Purchase Agreement or the Registration Rights Agreement by Premier nor the consummation by Premier of the transactions contemplated hereby or thereby, nor compliance by Premier with any of the provisions hereof or thereof (i) conflicts conflict with or results in any breach constitute a violation of the Articles of Incorporation or bylaws of PremierTopCo LP’s organizational documents, (iib) contravenes, conflicts contravene or conflict with or would constitute a violation of any provision of any law, regulation, judgment, injunction, order or decree Law binding upon Premieror applicable to TopCo LP, or (iiic) constitutes result in a breach of, require any consent under, constitute a default (or an event that with notice or the passage of time would become a default) under or gives give rise to any right of termination, cancellation cancellation, amendment or acceleration of any right or obligation of Premier or any of its Subsidiaries TopCo LP or to a loss of any benefit to which Premier or any of its Subsidiaries TopCo LP is entitled under any provision of any agreement, contract or other instrument binding on Premier upon TopCo LP or any of its Subsidiaries Permit or any license, franchise, permit or other similar authorization held by Premier TopCo LP, or any of its Subsidiaries, except, (d) result in the case creation or imposition of clauses any Encumbrance (iiother than any Permitted Encumbrance) and on any property or other asset of TopCo LP, except for such contraventions, conflicts or violations referred to in clause (iii)b) or breaches, for any such contraventionconsents, conflictdefaults, violation, default, rights of termination, cancellationcancellations, acceleration amendments or loss that accelerations, losses or Encumbrances referred to in clause (c) or (d) that, individually or in the aggregate, have not prevented or materially delayed, and would not have a material adverse be reasonably expected to prevent or materially delay, TopCo LP’s ability to consummate the transactions contemplated hereby. The approval of the equityholders of TopCo LP is not required by applicable Law to effect on Premier or any of its Subsidiaries taken as a wholethe transactions contemplated hereby.

No Conflict. Other than the filing of a Form 4 and an amendment ----------- to Premier's report on Schedule 13D under the Exchange Act, and no filing with, and no permit, authorization, consent or approval of, any Governmental Authority is necessary for the execution of this Purchase Agreement or the Registration Rights Agreement by Premier and the consummation by Premier of the transactions contemplated hereby and thereby, except for such filings the failure of which to be made, individually or in the aggregate, could not reasonably be expected to have a material adverse effect on Premier, and its Subsidiaries, taken as a whole, or to prevent or materially delay the consummation of the transactions contemplated hereby and thereby. Neither the execution and delivery of this Purchase Agreement or the Registration Rights Agreement any Ancillary Document by Premier Seller, nor the consummation by Premier of the transactions contemplated hereby or thereby, nor compliance the fulfillment by Premier with Seller of any of the provisions hereof terms contemplated hereby or thereof thereby will, except as described on Schedule 2.3: (ia) conflicts conflict with or results result in a breach by Seller of, or constitute a default under, or create an event that, without the giving of notice or the lapse of time, or both, would be a default under or breach of, or give a right to terminate, cancel or accelerate under, any of the terms, conditions or provisions of the Organizational Documents of Seller; (b) result in any breach of the Articles of Incorporation or bylaws of Premier, (ii) contravenes, conflicts with or would constitute a violation of any provision of any law, regulation, judgment, injunction, order or decree binding upon Premierdefault under, or (iii) constitutes a default under or gives give rise to any right additional rights of termination, acceleration or cancellation or acceleration of under, any right or obligation of Premier Contract or any of its Subsidiaries Seller’s assets or properties, including the Acquired Assets and/or the Assumed Liabilities, other than with respect to a loss of any benefit to which Premier or any of its Subsidiaries is entitled the terms, conditions or provisions of the Organizational Documents of Seller, and except in any such case under any provision of any agreement, contract or other instrument binding on Premier or any of its Subsidiaries or any license, franchise, permit or other similar authorization held by Premier or any of its Subsidiaries, except, in the case of clauses (iia) and or (iii), b) of this Section 2.3 for any such contraventionviolations, conflictbreaches, violationdefaults, defaultterminations, terminationaccelerations, cancellation, acceleration cancellations or loss other occurrences that would not have a not, individually or in the aggregate, reasonably be expected to be material adverse effect on Premier or any of its Subsidiaries to Seller, taken together as a whole, and except for those relating to obligations which will be discharged at Closing; (c) result in the creation or imposition of any Encumbrance of any nature whatsoever upon any of the Acquired Assets; or (d) except for applicable requirements of the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976, as amended (the “HSR Act”), violate, require any consent, approval or exemption from, or notice to, any Governmental Entity under, any applicable Law or Order. Except as described on Schedule 2.3 and for applicable requirements of the HSR Act, no consent, notice, approval or authorization of, or declaration, filing or registration with, any Governmental Entity (or any other Person, including any party to any Contract to which Seller is a party) is required to be made or obtained by Seller in connection with the execution, delivery or performance by Seller of this Agreement or any Ancillary Document to which it is a party.

No Conflict. Other than the filing of a Form 4 and an amendment ----------- to Premier's report on Schedule 13D under the Exchange ActThe execution, delivery, and no filing withperformance by Telzuit ------------ Inc., Telzuit LLC and the Founders of this Agreement or any Transaction Document to which it is a party, and no permitin each case, authorization, consent or approval of, any Governmental Authority is necessary for the execution of this Purchase Agreement or the Registration Rights Agreement by Premier and the consummation by Premier of the transactions contemplated hereby and thereby, except for such filings the failure of which to be made, individually or in the aggregate, could not reasonably be expected to have a material adverse effect on Premier, and its Subsidiaries, taken as a whole, or to prevent or materially delay the consummation of the transactions contemplated hereby and thereby. Neither the execution and delivery of this Purchase Agreement or the Registration Rights Agreement by Premier nor the consummation by Premier of the transactions contemplated hereby or thereby, nor compliance by Premier with any of the provisions hereof or thereof will not (i) conflicts with violate the articles of incorporation or results in any breach by-laws of the Articles of Incorporation or bylaws of PremierTelzuit Inc., (ii) contravenesviolate the articles of organization or operating agreement of Telzuit LLC, conflicts with (iii) violate any order, judgment, or would constitute decree of any court or other governmental agency binding on Telzuit Inc. or Telzuit LLC or any Assets of Telzuit Inc. or Telzuit LLC except for violations which, individually or in the aggregate, reasonably could not be expected to have a violation of Material Adverse Effect, (iv) violate any provision of law or statute applicable to Telzuit Inc. or Telzuit LLC except for violations which, individually or in the aggregate, reasonably could not be expected to have a Material Adverse Effect, (v) conflict with, result in a breach of or constitute (with due notice or lapse of time or both) a default under any lawContractual Obligation of Telzuit Inc. or Telzuit LLC or pursuant to which any of its Assets are bound, regulationother than conflicts, judgmentbreaches, injunctionand defaults as to which waivers have been obtained on or prior to the Closing Date or as to which there is no Material Adverse Effect, order (vi) result in or decree binding require the creation or imposition of any Lien (other than Permitted Encumbrances) upon Premierany of Telzuit Inc.'s Assets or Telzuit LLC's Assets, except as contemplated herein, or (iiivii) constitutes a default under require any approval or gives rise to any right of termination, cancellation or acceleration consent of any right or obligation of Premier or any of its Subsidiaries or to a loss of any benefit to which Premier or any of its Subsidiaries is entitled Person under any provision Contractual Obligation of any agreementTelzuit Inc. or Telzuit LLC, contract except for such approvals or other instrument binding consents as have been or will be obtained on Premier or any of its Subsidiaries before the Closing Date or any licensewhich, franchise, permit or other similar authorization held by Premier or any of its Subsidiaries, except, in the case of clauses (ii) and (iii), for any such contravention, conflict, violation, default, termination, cancellation, acceleration or loss that would if not obtained will not have a material adverse effect on Premier or any of its Subsidiaries taken as a wholeMaterial Adverse Effect.

No Conflict. Neither the execution and delivery by the Company of this Agreement, the performance by the Company of its obligations hereunder nor the issuance, sale and delivery of the Securities and the Warrant will result in any violation of, be in conflict with, result in the acceleration of, create in any party the right to accelerate, terminate, modify or cancel or constitute a default under or result in the imposition of any lien under, with or without the passage of time or the giving of notice: (a) any provision of the Company’s Articles of Incorporation, as amended, restated or modified (the “Articles of Incorporation”) or Bylaws, as amended, restated or modified (the “Bylaws”); (b) any provision of any judgment, decree or order to which the Company is a party or by which it is bound; (c) any material contract or agreement to which the Company is a party or by which it is bound; or (d) assuming receipt of the Required Shareholder Approval (as defined herein), any statute, rule or governmental regulation applicable to the Company or its assets; except, in the case of each of the foregoing, where such violation, conflict, termination, lien, cancellation, modification or default would not have a Material Adverse Effect (as hereinafter defined) and except, in the case of each of the foregoing, provisions, contracts, agreements, statutes, rules or governmental regulations as to which authorizations, consents, amendments, waivers and approvals will have been obtained or effected at or prior to the Closing. Other than state blue sky securities filings, the filing of a Form 4 D with the Securities and an amendment ----------- Exchange Commission (the “SEC”), any securities filings with foreign governments or agencies or any consents that have been obtained, the Company has not been or is not required to Premier's report on Schedule 13D under the Exchange Actgive any notice to, and no make any filing with, and no permit, or obtain any authorization, consent or approval of, of any Governmental Authority is necessary governmental entity for the execution of this Purchase Agreement or the Registration Rights Agreement by Premier and the consummation by Premier of the transactions contemplated hereby and thereby, except for such filings the failure of which to be made, individually or in the aggregate, could not reasonably be expected to have a material adverse effect on Premier, and its Subsidiaries, taken as a whole, or to prevent or materially delay the consummation of the transactions contemplated hereby and thereby. Neither the execution and delivery of this Purchase Agreement Agreement, the Securities or the Registration Rights Agreement by Premier nor Warrant. As used herein, the consummation by Premier term “Material Adverse Effect” shall mean any effect, change, event, state of fact, development, circumstance or condition (including changes in laws, rules or regulations applicable to the Company and its business) which, when considered individually or in the aggregate with all other effects, changes, events, state of facts, developments, circumstances and conditions, has materially and adversely affected, or could reasonably be expected to materially and adversely affect, the results of operations, financial condition, assets, liabilities, or business of the transactions contemplated hereby or therebyCompany and its subsidiaries taken as a whole; provided, nor compliance by Premier with any of the provisions hereof or thereof however, that a “Material Adverse Effect” shall not be deemed to include (i) conflicts with any changes resulting from general economic or results in any breach of the Articles of Incorporation or bylaws of Premierpolitical conditions, (ii) contravenes, conflicts with or would constitute a violation of any provision of any law, regulation, judgment, injunction, order or decree binding upon Premier, circumstances that affect the precious metals industry and/or the retail jewelry industry generally or (iii) constitutes a default under force majeure events, acts of terrorism or gives rise to any right acts of termination, cancellation or acceleration of any right or obligation of Premier or any of its Subsidiaries or to a loss of any benefit to which Premier or any of its Subsidiaries is entitled under any provision of any agreement, contract or other instrument binding on Premier or any of its Subsidiaries or any license, franchise, permit or other similar authorization held by Premier or any of its Subsidiaries, except, in the case of clauses (ii) and (iii), for any such contravention, conflict, violation, default, termination, cancellation, acceleration or loss that would not have a material adverse effect on Premier or any of its Subsidiaries taken as a wholewar.

No Conflict. Other than the filing of a Form 4 and an amendment ----------- to Premier's report (a) Except as set forth on Schedule 13D under the Exchange ActSCHEDULE 4.4(A), and no filing with, and no permit, authorization, consent or approval of, any Governmental Authority is necessary for the execution of this Purchase Agreement or the Registration Rights Agreement by Premier and the consummation by Premier of the transactions contemplated hereby and thereby, except for such filings the failure of which to be made, individually or in the aggregate, could not reasonably be expected to have a material adverse effect on Premier, and its Subsidiaries, taken as a whole, or to prevent or materially delay the consummation of the transactions contemplated hereby and thereby. Neither neither the execution and delivery of this Purchase Agreement Agreement, the other Transaction Documents and the other instruments and agreements to be executed herewith or the Registration Rights Agreement by Premier therewith nor the consummation by Premier of any or all of the transactions contemplated hereby or therebyContemplated Transactions, nor compliance by Premier with any the operation of the provisions hereof or thereof Business by the Capri Companies following the Closing substantially in the same manner as the Business was operated prior to the Closing, will (i) conflicts with or results in violate any breach provision of the Articles respective Organizational Documents of Incorporation the Capri Companies or bylaws of Premier, (ii) contravenesviolate, conflicts or be in conflict with, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a violation default) under, or require any consent under, or result in the termination of, or accelerate the performance required by, or excuse performance by any Person of any provision of its obligations under, or cause the acceleration of the maturity of any lawdebt or obligation pursuant to, regulation, judgment, injunction, order or decree binding result in the creation or imposition of any Lien upon Premierany property or assets of the Capri Companies or any of their Affiliates under any agreement required to be listed on SCHEDULE 4.15, or (iii) constitutes a default under assuming that all consents, approvals, orders, authorizations, licenses, permits, filings and notices set forth on SCHEDULE 4.4(A) have been obtained, violate any statute or gives rise law or any judgment, decree, order, regulation or rule of, or agreement with, or require any notice to, consent, approval or authorization of, or declaration, filing or registration with, any court or other Regulatory Body applicable to any right of termination, cancellation or acceleration of any right or obligation of Premier the Capri Parties or any of their respective Affiliates, except where the failure to obtain the same would not result in a Material Adverse Effect. (b) The Issuers have delivered to the Investor true and correct copies of the Credit Enhancement Documents. The Credit Enhancement Documents have been duly and effectively terminated and released and the Credit Enhancers have no further rights under or relating to the Credit Enhancement Documents, except for the Credit Enhancement Clawback Right. The Credit Enhancement Clawback Right is the right granted by certain of the Capri Parties to the Credit Enhancers providing for payment to the Credit Enhancers of a portion of the proceeds if certain subsequent transactions involving the acquisition of CCLP are entered into (but excluding such acquisitions by the party providing financing for the repayment of the Bank Term Loan and the payment of the Credit Enhancement Termination Fee (as defined in the Transaction Agreement)), pursuant to the Credit Enhancement Clawback Agreement. The Credit Enhancement Clawback Right does not apply to any transfer to the Investor or its Affiliates of interests in the Capri Companies as contemplated by this Agreement (including, without limitation, subsequent transfers to, or merger of CCLP and its Subsidiaries or to a loss of any benefit to which Premier or any of its Subsidiaries is entitled under any provision of any agreement, contract or other instrument binding on Premier or any of its Subsidiaries or any license, franchise, permit or other similar authorization held by Premier or any of (not including CCA and its Subsidiaries) with, exceptas applicable, in PW Funding (so long as PW Funding remains an Affiliate of Investor at the case time of clauses (ii) and (iiisuch transfer or merger), for any such contravention, conflict, violation, default, termination, cancellation, acceleration or loss that would not have a material adverse effect on Premier or any of its Subsidiaries taken as a whole).

No Conflict. Other than The execution and delivery by such Seller of this Agreement and each of the filing of Related Agreements to which it is or will be a Form 4 and an amendment ----------- to Premier's report on Schedule 13D under the Exchange Actparty, and no filing withsuch Seller’s compliance with the terms and conditions hereof and thereof, and no permit, authorization, consent or approval of, any Governmental Authority is necessary for the execution of this Purchase Agreement or the Registration Rights Agreement by Premier and the consummation by Premier such Seller of the transactions contemplated hereby and thereby, do not and will not (i) conflict with, or require the consent of any Person that has not been obtained under such Seller’s Organizational Documents, (ii) subject to entry of the Sale Order, and obtaining the authorizations referred to in Section 5.1(d) of the Seller Disclosure Schedules and excluding any Antitrust Law, violate or breach any provision of, or require any consent, authorization, or approval under, any Law or Order applicable to such Seller, the Business, the Acquired Assets or the Assumed Liabilities, (iii) result in a violation or breach of any provision of any Law or Order applicable to such Seller, the Business, the Acquired Assets or the Assumed Liabilities, (iv) subject to entry of the Sale Order, and except for such filings as set forth in Section 5.1(c) of the failure Seller Disclosure Schedules, violate, conflict with, result in a breach of, constitute a default under (whether with or without notice or the lapse of which time or both), accelerate or permit the acceleration of the performance required by, or require any consent, authorization, or approval under, any Transferred Contract or other Material Contract, or Transferred Permit, except to the extent excused or stayed by the Bankruptcy Cases or (v) result in the creation of any Lien upon the Acquired Assets other than Permitted Encumbrances; except in the cases of the foregoing clauses (ii) through (v) as would not reasonably be madeexpected to have, individually or in the aggregate, could not reasonably be expected to have a material adverse effect on Premier, and its Subsidiaries, taken as a whole, or to prevent Business Material Adverse Effect or materially delay adversely affect the consummation of the transactions contemplated hereby and thereby. Neither the execution and delivery of this Purchase Agreement validity or the Registration Rights Agreement by Premier nor the consummation by Premier of the transactions contemplated hereby or thereby, nor compliance by Premier with any of the provisions hereof or thereof (i) conflicts with or results in any breach of the Articles of Incorporation or bylaws of Premier, (ii) contravenes, conflicts with or would constitute a violation of any provision of any law, regulation, judgment, injunction, order or decree binding upon Premier, or (iii) constitutes a default under or gives rise to any right of termination, cancellation or acceleration of any right or obligation of Premier or any of its Subsidiaries or to a loss of any benefit to which Premier or any of its Subsidiaries is entitled under any provision of any agreement, contract or other instrument binding on Premier or any of its Subsidiaries or any license, franchise, permit or other similar authorization held by Premier or any of its Subsidiaries, except, in the case of clauses (ii) and (iii), for any such contravention, conflict, violation, default, termination, cancellation, acceleration or loss that would not have a material adverse effect on Premier or any of its Subsidiaries taken as a whole.enforceability against

No Conflict. Other than Subject to the filing entry of a Form 4 the Confirmation Order, the execution, delivery and an amendment ----------- to Premier's report on Schedule 13D under performance by the Exchange ActCompany of this Agreement and the Ancillary Agreements do not, and no filing with, and no permit, authorization, consent or approval of, any Governmental Authority is necessary for the execution of this Purchase Agreement or the Registration Rights Agreement by Premier and the consummation by Premier of the transactions contemplated hereby and thereby, except for such filings the failure of which to be made, individually or in the aggregate, could not reasonably be expected to have a material adverse effect on Premier, and its Subsidiaries, taken as a whole, or to prevent or materially delay the consummation of the transactions contemplated hereby and thereby. Neither thereby and compliance with the execution and delivery provisions of this Purchase Agreement and the Ancillary Agreements will not, conflict with, or the Registration Rights Agreement by Premier nor the consummation by Premier of the transactions contemplated hereby or thereby, nor compliance by Premier with any of the provisions hereof or thereof (i) conflicts with or results result in any breach of the Articles of Incorporation or bylaws of Premier, (ii) contravenes, conflicts with or would constitute a violation of any provision of any law, regulation, judgment, injunction, order or decree binding upon PremierDefault under, or (iii) constitutes a default under or gives give rise to any an increase in, or right of termination, cancellation or acceleration of, any obligation or to the loss of a benefit under, or result in the suspension, revocation, impairment, forfeiture or amendment of any right term or obligation provision of Premier or the creation of any Lien upon any of its Subsidiaries the properties or to a loss assets of any benefit to which Premier of the Debtors under, or require any of its Subsidiaries is entitled under consent or waiver under, any provision of any agreement, contract (i) the certificate of incorporation or other instrument binding on Premier by-laws (or comparable organizational documents) of any of its Subsidiaries or any license, franchise, permit or other similar authorization held by Premier or any of its Subsidiaries, except, the Debtors (in the case of the Company, including after the effectiveness of the Amended and Restated Certificate of Incorporation and the Amended and Restated By-Laws), (ii) any material Contract to which any of the Debtors or any of their respective subsidiaries is a party or by which any of its assets are bound, or (iii) any Law, judgment, order or decree of any Governmental Entity, other than with respect to clauses (ii) and (iii), for any such contravention, conflict, violation, default, termination, cancellation, acceleration or loss that to the extent it would not have and would not reasonably be expected to have a material adverse effect on Premier Material Adverse Effect. Subject to the entry of the Confirmation Order and as may be required by the HSR Act, no permit, no Approval of, or registration, qualification, or filing with, or notice to, any Governmental Entity is required to be obtained or made by or with respect to any of the Debtors in connection with the execution, delivery and performance of this Agreement or any of its Subsidiaries taken as a wholethe Ancillary Agreements by the Company or the consummation by the Company of the transactions contemplated by this Agreement or the Ancillary Agreements, including the issuance of the New Common Stock.

No Conflict. Other than the filing (a) The execution and delivery by each of a Form 4 Parent, Merger Sub I and an amendment ----------- to Premier's report on Schedule 13D under the Exchange Act, and no filing with, and no permit, authorization, consent or approval of, any Governmental Authority is necessary for the execution Merger Sub II of this Purchase Agreement or the Registration Rights and any Related Agreement by Premier to which it is a party, and the consummation by Premier each of Parent and Merger Sub of the transactions contemplated hereby and thereby, except for shall not (1) result in the creation of any Lien (other than a Permitted Lien) on any of the material assets of Parent or its subsidiaries or any of the Equity Interests of Parent or its Subsidiaries or (2) conflict with or result in any violation of or default under (with or without notice or lapse of time, or both) (x) the Parent Organizational Documents or the Organizational Documents of the Merger Subs or (y) any Law or Order applicable to Parent or the Merger Subs, other than, in the case of this clause (y), such filings the failure of which to be madeconflicts, violations or defaults as would not, individually or in the aggregate, could not reasonably be expected to have (i) result in a material adverse effect on Premier, Material Adverse Effect with respect to Parent and its Subsidiaries, taken as a whole, whole or to (ii) prevent or materially delay the consummation of the Merger and the other transactions contemplated hereby and thereby. Neither by this Agreement. (b) No consent, approval, Order or authorization of, or registration, declaration or filing with, or notice to, any Governmental Entity or any other Person is required by or with respect to Parent or any of its Subsidiaries in connection with the execution and delivery of this Purchase Agreement or the Registration Rights Agreement by Premier nor the consummation by Premier of the transactions contemplated hereby or therebyhereby, nor compliance by Premier with any of the provisions hereof or thereof except for (i) conflicts with or results in any breach the filing of the Articles Certificates of Incorporation or bylaws of PremierMerger, (ii) contravenes, conflicts with the expiration or would constitute a violation early termination of any provision of any law, regulation, judgment, injunction, order or decree binding upon Premier, or the applicable waiting period under the HSR Act and (iii) constitutes a default under such other consents, approvals, Orders, authorizations, registrations, declarations, filings and notices that, if not obtained or gives rise made, would not materially and adversely affect, and would not reasonably be expected to adversely affect, Parent or any right of terminationits Subsidiaries’ ability to perform or comply with the covenants, cancellation agreements or acceleration obligations of any right or obligation of Premier the Company or any of its Subsidiaries herein or to a loss consummate the transactions contemplated by this Agreement in accordance with this Agreement and applicable Law. (c) No vote or other action of any benefit the stockholders of Parent is required by Law, the New York Stock Exchange rules, the Organizational Documents of Parent or the Merger Subs in order for Parent and Merger Subs to which Premier enter into this Agreement or any of its Subsidiaries is entitled under any provision of any agreement, contract the Related Agreements or other instrument binding on Premier or any of its Subsidiaries or any license, franchise, permit or other similar authorization held consummate the transactions contemplated by Premier or any of its Subsidiaries, except, in the case of clauses (ii) and (iii), for any such contravention, conflict, violation, default, termination, cancellation, acceleration or loss that would not have a material adverse effect on Premier or any of its Subsidiaries taken as a wholethis Agreement.

No Conflict. Other than The execution and delivery by the filing Company of this Agreement and any Related Agreement to which the Company is a Form 4 and an amendment ----------- to Premier's report on Schedule 13D under the Exchange Actparty, and no filing with, and no permit, authorization, consent or approval of, any Governmental Authority is necessary for the execution of this Purchase Agreement or the Registration Rights Agreement by Premier and the consummation by Premier of the transactions contemplated hereby and thereby, except for such filings the failure of which to be made, individually or in the aggregate, could not reasonably be expected to have a material adverse effect on Premier, and its Subsidiaries, taken as a whole, or to prevent or materially delay the consummation of the transactions contemplated hereby and thereby. Neither the execution and delivery , will not conflict with or result in any material violation of this Purchase Agreement or the Registration Rights Agreement by Premier nor the consummation by Premier material default under (with or without notice or lapse of the transactions contemplated hereby time, or therebyboth) or give rise to a right of termination, nor compliance by Premier with cancellation, modification or acceleration of any material obligation or loss of the provisions hereof or thereof any material benefit under (any such event, a “Conflict”) (i) conflicts with or results in any breach provision of the Articles Charter Documents or the organizational documents of Incorporation or bylaws any of Premierits Subsidiaries, as amended, (ii) contravenesany mortgage, conflicts with indenture, lease (including, without limitation, all Lease Agreements), contract, covenant, plan, insurance policy or would constitute other agreement, instrument or commitment, permit, concession, franchise or license (each a violation “Contract” and collectively the “Contracts”) to which the Company is a party or by which any of any provision of any lawits properties or assets (whether tangible or intangible) are bound and that is required to be disclosed pursuant to Section 2.16 (each a “Material Contract” and collectively, regulation, judgment, injunction, order or decree binding upon Premierthe “Material Contracts”), or (iii) constitutes a default under any judgment, order, decree, statute, law, ordinance, rule or gives rise regulation applicable to any right of termination, cancellation or acceleration of any right or obligation of Premier or any of its Subsidiaries or to a loss of any benefit to which Premier or any of its Subsidiaries is entitled under any provision of any agreement, contract or other instrument binding on Premier the Company or any of its Subsidiaries or any licenseof their respective properties or assets (whether tangible or intangible). Section 2.5 of the Disclosure Schedule sets forth all necessary notices, franchiseconsents, permit waivers and approvals as are required under any Contracts in connection with the Acquisition, or for any such Contract to remain in full force and effect without limitation, modification or alteration after the Effective Time so as to preserve all rights of, and benefits to, the Company and its Subsidiaries under such Contracts from and after the Effective Time. Following the Effective Time, the Company will be permitted to exercise all of its rights under the Contracts without the payment of any additional amounts or consideration other similar authorization held by Premier than ongoing fees, royalties or payments which the Company or any of its Subsidiaries, except, in as the case may be, would otherwise be required to pay pursuant to the terms of clauses (ii) and (iii), for any such contravention, conflict, violation, default, termination, cancellation, acceleration or loss that would Contracts had the transactions contemplated by this Agreement not have a material adverse effect on Premier or any of its Subsidiaries taken as a wholeoccurred.

No Conflict. Other than the filing of a Form 4 and an amendment ----------- to Premier's report on Schedule 13D under the Exchange Act, and no filing with, and no permit, authorization, consent or approval of, any Governmental Authority is necessary for the execution of this Purchase Agreement or the Registration Rights Agreement by Premier and the consummation by Premier All Contracts listed in Section 3.7 of the transactions contemplated hereby and thereby, except for such filings the failure of which Inovio Disclosure Letter relating to be made, individually or in the aggregate, could not reasonably be expected to have a material adverse effect on Premier, and its Subsidiaries, taken as a whole, or to prevent or materially delay the consummation of the transactions contemplated hereby and thereby. Neither the execution and delivery of this Purchase Agreement or the Registration Rights Agreement by Premier nor the consummation by Premier of the transactions contemplated hereby or thereby, nor compliance by Premier with any of the provisions hereof or thereof either (i) conflicts with or results in any breach of the Articles of Incorporation or bylaws of Premier, (ii) contravenes, conflicts with or would constitute a violation of any provision of any law, regulation, judgment, injunction, order or decree binding upon Premier, or (iii) constitutes a default under or gives rise to any right of termination, cancellation or acceleration of any right or obligation of Premier or any of its Subsidiaries or to a loss of any benefit to which Premier or any of its Subsidiaries is entitled under any provision of any agreement, contract or other instrument binding on Premier or any of its Subsidiaries or any license, franchise, permit or other similar authorization held Inovio Intellectual Property owned by Premier Inovio or any of its Subsidiaries, except, in the case of clauses or (ii) Inbound Licenses, are in full force and (iii)effect. This Agreement will neither violate nor result in the material breach, for any such contraventionmaterial modification, conflict, violation, defaultcancellation, termination, cancellationsuspension of, or material acceleration of any payments with respect to, such Contracts. Inovio or loss its Subsidiaries, as the case may be, is in material compliance with, and has not materially breached any term of any such Contracts and, to the Knowledge of Inovio, all other parties to such Contracts are in compliance with, and have not materially breached any term of, such Contracts. Following the Closing Date, Inovio will be permitted to exercise all of Inovio’s rights or the rights of any of Inovio’s Subsidiaries, as the case may be, under such Contracts and all rights with respect to Inovio Intellectual Property under such Contracts to the same extent Inovio or any of its Subsidiaries, as the case may be, would have been able to had the Merger not occurred and without the payment of any material additional amounts or consideration other than ongoing fees, royalties or payments that would not have a material adverse effect on Premier Inovio or any of its Subsidiaries taken would otherwise be required to pay. Neither this Agreement nor the Merger, will result in (A) Inovio or any of its Subsidiaries, or after the Effective Time Inovio or the Surviving Entity, granting to any third party any right to or with respect to any material Inovio Intellectual Property right not already so licensed by Inovio or any of its Subsidiaries, (B) Inovio or the Surviving Entity being bound by, or subject to, any non-compete or other material restriction on the operation or scope or their respective businesses, or (C) Inovio or the Surviving Entity being obligated to pay any royalties or other material amounts to any third party in excess of those payable by Inovio of any of its Subsidiaries, as a wholethe case may be, prior to the Closing.

No Conflict. Other than the filing of a Form 4 The execution, delivery and an amendment ----------- to Premier's report on Schedule 13D under the Exchange Act, and no filing with, and no permit, authorization, consent or approval of, any Governmental Authority is necessary for the execution performance of this Purchase Agreement or the Registration Rights Agreement by Premier USSC and Transitory Sub does not, and the consummation by Premier USSC and Transitory Sub of the transactions contemplated hereby and therebywill not, except for such filings the failure of which to be made, individually or in the aggregate, could not reasonably be expected to have a material adverse effect on Premier, and its Subsidiaries, taken as a whole, or to prevent or materially delay the consummation of the transactions contemplated hereby and thereby. Neither the execution and delivery of this Purchase Agreement or the Registration Rights Agreement by Premier nor the consummation by Premier of the transactions contemplated hereby or thereby, nor compliance by Premier with any of the provisions hereof or thereof (i) conflicts violate or conflict with their respective certificates of incorporation or results in any breach of the Articles of Incorporation or bylaws of Premierby-laws, (ii) contravenesassuming satisfaction of the matters referred to in the following clause (iii) of this Section 4.02, conflicts violate or conflict with any law or would constitute a violation of governmental regulation or any provision of any lawjudicial, regulationadministrative or arbitration order, award, judgment, injunctionwrit, order injunction or decree binding upon Premierdecree, currently applicable to USSC or Transitory Sub or any agreement or instrument, or currently applicable award, judgment or decree, to which USSC or Transitory Sub is a party or by which each is bound, or (iii) constitutes require any filing by USSC or Transitory Sub with, or authorization, approval, consent or other action by any governmental agency or other regulatory body, except, with respect to the matters listed in the USSC Disclosure Schedule, (iv) except as disclosed in the USSC Disclosure Schedule, violate or conflict with, result in a breach of, constitute a default under (whether with notice or gives the lapse of time or both), or give rise to any a right of termination, cancellation termination or to accelerate or permit the acceleration of the performance required by any right Lien, loan arrangement, lease or obligation of Premier other agreement or instrument to which USSC or Transitory Sub is a party or by which USSC or Transitory Sub or any of its Subsidiaries their respective assets is bound; or to a loss (v) result in the creation of any benefit to which Premier or any Lien upon the assets of its Subsidiaries is entitled PAS under any provision of any agreementsuch Lien, contract loan arrangement, lease, agreement or other instrument binding on Premier instrument, which violation, conflict, failure to take action or any of its Subsidiaries obtain consent, approval or any licenseauthorization, franchisebreach, permit termination, acceleration, default or other similar authorization held by Premier or any of its Subsidiaries, except, Lien specified in the case of foregoing clauses (ii) and through (iii), for any such contravention, conflict, violation, default, termination, cancellation, acceleration or loss that v) would not be likely to have a material adverse effect Material Adverse Effect on Premier the business and operations, properties, assets, liabilities, commitments, earnings, financial condition or any results of its Subsidiaries taken as a wholeoperations of USSC or Transitory Sub.

No Conflict. Other than The execution, delivery and performance by the filing of a Form 4 and an amendment ----------- to Premier's report on Schedule 13D under the Exchange Act, and no filing with, and no permit, authorization, consent or approval of, any Governmental Authority is necessary for the execution Seller of this Purchase Agreement or Agreement, the Registration Rights Agreement by Premier fulfillment of and compliance with the terms and provisions hereof, and the consummation by Premier the Seller of the transactions contemplated hereby hereby, do not and therebywill not: (i) conflict with, or violate any provision of, the certificate of incorporation or by-laws of the Seller or any Seller Subsidiary; (ii) subject to obtaining the consents, approvals, authorizations and permits of, and making filings with or notifications to, the Persons set forth in Section 3.06 of the Seller Disclosure Letter, conflict with or violate any Law applicable to the Seller or any Seller Subsidiary, or any of their Assets, businesses or affairs, except for such filings the failure of which to as would not be made, individually or in the aggregate, could not reasonably be expected to have a material adverse effect on PremierSeller Material Adverse Effect; (iii) subject to obtaining the consents, approvals, authorizations and permits of, and its Subsidiariesmaking filings with or notifications to, taken as a whole, or to prevent or materially delay the consummation Persons set forth in Section 3.06 of the transactions contemplated hereby and thereby. Neither the execution and delivery of this Purchase Agreement or the Registration Rights Agreement by Premier nor the consummation by Premier of the transactions contemplated hereby or therebySeller Disclosure Letter, nor compliance by Premier with any of the provisions hereof or thereof (i) conflicts with or results conflict with, result in any breach of, or constitute a default (or an event that with notice or lapse of time or both would be reasonably expected to become a default) or result in the termination, acceleration or loss of benefit under any agreement to which the Seller or any Seller Subsidiary is a party or by which the Seller or any Seller Subsidiary, or any of their Assets, businesses or affairs, may be bound, except as would not be reasonably expected to have a Seller Material Adverse Effect; or (iv) subject to obtaining the consents, approvals, authorizations and permits of, and making filings with or notifications to, the Persons set forth in Section 3.06 of the Articles of Incorporation Seller Disclosure Letter, result in or bylaws of Premierrequire the creation or imposition of, (ii) contravenesor result in the acceleration of, conflicts with any indebtedness or would constitute a violation any Lien of any provision of any law, regulation, judgment, injunction, order or decree binding upon Premiernature upon, or (iii) constitutes a default under with respect to, the Seller or gives rise to any right of termination, cancellation or acceleration of any right or obligation of Premier Seller Subsidiary or any of its Subsidiaries Assets, businesses or to a loss of any benefit to which Premier or any of its Subsidiaries is entitled under any provision of any agreement, contract or other instrument binding on Premier or any of its Subsidiaries or any license, franchise, permit or other similar authorization held by Premier or any of its Subsidiaries, except, in the case of clauses (ii) and (iii), for any such contravention, conflict, violation, default, termination, cancellation, acceleration or loss that would not have a material adverse effect on Premier or any of its Subsidiaries taken as a wholeaffairs.

No Conflict. Other than the filing of a Form 4 and an amendment ----------- to Premier's report on Schedule 13D under the Exchange Act, and no filing with, and no permit, authorization, consent or approval of, any Governmental Authority is necessary for the execution of this Purchase Agreement or the Registration Rights Agreement by Premier and the consummation by Premier of the transactions contemplated hereby and thereby, except for such filings the failure of which to be made, individually or in the aggregate, could not reasonably be expected to have a material adverse effect on Premier, and its Subsidiaries, taken as a whole, or to prevent or materially delay the consummation of the transactions contemplated hereby and thereby. (i) Neither the execution and delivery of this Purchase Agreement or the Registration Rights Agreement by Premier Parent or Merger Sub, nor the consummation by Premier Parent or Merger Sub of the transactions contemplated hereby or thereby, nor compliance by Premier Parent or Merger Sub with any of the provisions hereof herein will (A) result in a violation or thereof (i) conflicts breach of, contravene or conflict with or results in any breach the certificate of the Articles of Incorporation incorporation or bylaws of PremierParent or Merger Sub, (iiB) contravenesassuming compliance with the matters referred to in Section 5(b)(ii), conflicts conflict with or would constitute result in a violation or breach of any applicable Judgment or any provision of any lawapplicable Law, regulation(C) assuming compliance with the matters referred to in Section 5(b)(ii), judgmentrequire any consent or other action by any Person under, injunction, order or decree binding upon Premierconstitute a default, or (iii) constitutes an event that, with or without notice or lapse of time or both, would constitute a default under under, or gives rise to any right of cause or permit the termination, cancellation or acceleration or other change of any right or obligation of Premier or any of its Subsidiaries or to a the loss of any benefit to which Premier Parent or any of its Subsidiaries is entitled under any provision of any agreement, contract or other instrument Contract binding on Premier upon Parent or any of its Subsidiaries or any licenseAuthorization affecting, franchiseor relating in any way to, permit the assets or other similar authorization held by Premier business of Parent and its Subsidiaries or (D) result in the creation or imposition of any Lien on any asset of Parent or any of its Subsidiaries, exceptexcept as would not, in the case of clauses (iiB), (C) and (iiiD), for any such contraventionreasonably be expected to have, conflictindividually or in the aggregate, violation, default, termination, cancellation, acceleration or loss that would not have a material adverse effect on Premier the ability of Parent and Merger Sub to perform their respective obligations under this Agreement. (ii) The execution, delivery and performance by Parent and Merger Sub of this Agreement and the consummation by Parent and Merger Sub of the transactions contemplated by this Agreement require no action by or in respect of, or filing with, any Governmental Authority, except for (A) compliance with any applicable requirements of the Securities Act, the Exchange Act or any other United States state or federal securities Laws, (B) compliance with any NASDAQ rules and (C) actions or filings the failure of its Subsidiaries taken as which to make or obtain has not had and would not reasonably be expected to have, individually or in the agregate, a wholematerial adverse effect on the ability or Parent and Merger Sub to perform their respective obligations under this Agreement.

No Conflict. Other than (a) The execution, delivery and performance by the filing of a Form 4 and an amendment ----------- to Premier's report on Schedule 13D under the Exchange Act, and no filing with, and no permit, authorization, consent or approval of, any Governmental Authority is necessary for the execution Seller of this Purchase Agreement or and the Registration Rights Agreement by Premier Ancillary Agreements and the consummation by Premier the Seller of the transactions contemplated hereby and thereby, except for such filings the failure of which to be made, individually or in the aggregate, could thereby will not reasonably be expected to have a material adverse effect on Premier, and its Subsidiaries, taken as a whole, or to prevent or materially delay the consummation of the transactions contemplated hereby and thereby. Neither the execution and delivery of this Purchase Agreement or the Registration Rights Agreement by Premier nor the consummation by Premier of the transactions contemplated hereby or thereby, nor compliance by Premier with any of the provisions hereof or thereof (i) conflicts violate or conflict with or results in any breach of the Articles of Incorporation Incorporation, as amended, or bylaws By-laws of Premierthe Seller (the "Company Organizational Documents"), (ii) contravenesassuming satisfaction of the requirements set forth in Section 4.2(b) below, conflicts with or would constitute a violation of violate any provision of Law to which the Seller is subject or violate or conflict with any law, regulationorder, judgment, injunction, order injunction or decree binding upon Premier, applicable to the Seller or (iii) constitutes except as set forth on Schedule 4.2(a), (A) violate, breach or constitute a default under under, (B) result in or gives rise give to any Person any right of termination, cancellation cancellation, acceleration or acceleration modification in or with respect to, (C) require Seller to obtain any consent, approval or action of, make any filing with or give any notice to any Person (other than any Governmental Authority) as a result of or under, (D) result in or give to any right Person any additional rights or obligation of Premier entitlement to increased, additional or any of its Subsidiaries guaranteed payments or to a performance under, (E) result in the loss of any material benefit to which Premier under, (F) or result in the creation of any Encumbrance (other than a Permitted Encumbrance) on any of its Subsidiaries is entitled under the Purchased Assets pursuant to (with or without notice or the lapse of time or both), any provision of any material agreement, contract Contract, note, bond, mortgage, indenture, lease or other instrument binding on Premier upon the Seller or any of its Subsidiaries or any material license, franchise, permit or other similar authorization held by Premier the Seller. (b) The execution, delivery and performance by the Seller of this Agreement or the Ancillary Agreements and the consummation by the Seller of the transactions contemplated hereby and thereby do not require any consent, approval, order, authorization or action of, or any filing with or any notice to, any Governmental Authority with respect to the Seller, or any of its Subsidiariesthe Purchased Assets, exceptexcept for (i) Agency notices or consents listed on Schedule 4.2(b), in the case of clauses and (ii) such other consents and (iii)filings which, for any such contraventionif not obtained or made, conflict, violation, default, termination, cancellation, acceleration or loss that would not have a material adverse effect on Premier reasonably be expected to prevent, or materially alter or delay, any of its Subsidiaries taken as a whole.the transactions contemplated by this Agreement. Seller makes no representation or warranty with respect to any notices or consents with respect to any Governmental Authority that Buyer may need to make or obtain in order to own the Purchased Assets or operate the Business following the Closing. 4.3 [Intentionally Omitted] 4.4

No Conflict. Other than None of the filing of a Form 4 and an amendment ----------- to Premier's report on Schedule 13D under the Exchange Actexecution, and no filing with, and no permit, authorization, consent delivery or approval of, any Governmental Authority is necessary for the execution performance of this Purchase Agreement or the Registration Rights Agreement by Premier and Apex, Holdings, Parent or Merger Sub or the consummation by Premier Apex, Holdings, Parent or Merger Sub of the transactions Merger or any other transaction contemplated hereby by this Agreement will (with or without notice or lapse of time, or both) conflict with or violate any provision of the certificate of incorporation, memorandum and therebyarticles of association, except for such filings the failure bylaws or similar organizational or governing documents of which Apex, Holdings, Parent or Merger Sub. Except as would not reasonably be expected to be madehave, individually or in the aggregate, could not reasonably be expected to have a material adverse effect on PremierParent Material Adverse Effect, and its Subsidiaries, taken as a whole, or to prevent or materially delay the consummation none of the transactions contemplated hereby and thereby. Neither the execution and execution, delivery or performance of this Purchase Agreement or the Registration Rights Agreement by Premier nor Apex, Holdings, Parent or Merger Sub or the consummation by Premier Apex, Holdings, Parent or Merger Sub of the transactions Merger or any other transaction contemplated hereby by this Agreement will (with or therebywithout notice or lapse of time, nor compliance by Premier or both) (a) assuming that the Apex Shareholder Approval is obtained and assuming that all consents, approvals, authorizations and permits described in Section 4.4 have been obtained and all filings and notifications described in Section 4.4 have been made and any waiting periods thereunder have terminated or expired, and any other condition precedent to such consent, approval, authorization or waiver has been satisfied, conflict with or violate any Law applicable to Apex, Holdings, Parent or Merger Sub or any other Subsidiary of Apex, Holdings or Parent (each, a “Parent Subsidiary” and, collectively, the “Parent Subsidiaries”) or any of the provisions hereof their respective properties or thereof assets or (ib) conflicts with require any consent or results approval under, violate, conflict with, result in any breach of the Articles or any loss of Incorporation any benefit under, or bylaws of Premier, (ii) contravenes, conflicts with or would constitute a violation change of any provision of any law, regulation, judgment, injunction, order control or decree binding upon Premierdefault under, or (iii) constitutes a default under result in termination or gives rise give to others any right of termination, vesting, amendment, acceleration or cancellation of, or acceleration result in the creation of a Lien (other than Permitted Liens) upon any right of the respective properties or obligation assets of Premier Holdings, Parent, Merger Sub or any of its Subsidiaries or Parent Subsidiary pursuant to a loss of any benefit to which Premier or any of its Subsidiaries is entitled under any provision of any agreement, contract or other instrument binding on Premier or any of its Subsidiaries or any license, franchiseContract, permit or other similar authorization held instrument or obligation to which Holdings, Parent, Merger Sub or any Parent Subsidiary is a party or by Premier which they or any of its Subsidiaries, except, in the case of clauses (ii) and (iii), for any such contravention, conflict, violation, default, termination, cancellation, acceleration their respective properties or loss that would not have a material adverse effect on Premier assets may be bound or any of its Subsidiaries taken as a wholeaffected.

No Conflict. Other than (a) The execution and delivery by each of Parent and the filing of a Form 4 and an amendment ----------- to Premier's report on Schedule 13D under the Exchange Act, and no filing with, and no permit, authorization, consent or approval of, any Governmental Authority is necessary for the execution Merger Subs of this Purchase Agreement or the Registration Rights and any Related Agreement by Premier to which it is a party, and the consummation by Premier each of Parent and the Merger Subs of the transactions contemplated hereby and thereby, except for shall not (i) result in the creation of any Lien (other than a Permitted Lien) on any of the material assets of Parent or its Subsidiaries or any of the Equity Interests of Parent or its Subsidiaries or (ii) conflict with or result in any violation of or default under (with or without notice or lapse of time, or both) (x) the Parent Organizational Documents or the Organizational Documents of the Merger Subs or (y) any Law or Order applicable to Parent or the Merger Subs, other than, in the case of this clause (y), such filings the failure of which to be madeconflicts, violations or defaults as would not, individually or in the aggregate, could not reasonably be expected to have result in a material adverse effect on PremierParent Material Adverse Effect. (b) Assuming the accuracy of the representations and warranties made by the Company in Section 3.5, and its Subsidiariesno consent, taken as a wholeapproval, Order or authorization of, or registration, declaration or filing with, or notice to, any Governmental Entity or any other Person is required by or with respect to prevent Parent or materially delay any of its Subsidiaries in connection with the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby and thereby. Neither the execution and delivery of this Purchase Agreement or the Registration Rights Agreement by Premier nor the consummation by Premier of the transactions contemplated hereby or therebyhereby, nor compliance by Premier with any of the provisions hereof or thereof except for (i) conflicts with or results in any breach the filings of the Articles First Certificate of Incorporation or bylaws Merger and the Second Certificate of PremierMerger as provided in Section 1.2, (ii) contravenes, conflicts with the expiration or would constitute a violation early termination of any provision of any law, regulation, judgment, injunction, order or decree binding upon Premier, or the applicable waiting period under the HSR Act and (iii) constitutes such other consents, approvals, Orders, authorizations, registrations, declarations, filings and notices that, if not obtained or made, would not, individually or in the aggregate, reasonably be expected to result in a default under Parent Material Adverse Effect. (c) No vote or gives rise other action of the stockholders of Parent is required by Law, the Nasdaq rules, the Parent Organizational Documents or the Organizational Documents of the Merger Subs in order for Parent and the Merger Subs to any right of termination, cancellation or acceleration of any right or obligation of Premier enter into this Agreement or any of its Subsidiaries the Related Agreements or to a loss of any benefit to which Premier or any of its Subsidiaries is entitled under any provision of any agreement, contract or other instrument binding on Premier or any of its Subsidiaries or any license, franchise, permit or other similar authorization held consummate the transactions contemplated by Premier or any of its Subsidiaries, except, in the case of clauses (ii) and (iii), for any such contravention, conflict, violation, default, termination, cancellation, acceleration or loss that would not have a material adverse effect on Premier or any of its Subsidiaries taken as a wholethis Agreement.

No Conflict. Other than the filing of a Form 4 and an amendment ----------- to Premier's report Except as set forth on Schedule 13D 4.4, neither the execution nor delivery of this Agreement nor the consummation or performance of any of the Contemplated Transactions will, directly or indirectly (with or without notice or lapse of time): (a) contravene, conflict with or result in a violation of any provision of the articles or certificate of incorporation or charter or bylaws (or similar organizational documents), each as in effect on the Agreement Date, or any currently effective resolution adopted by the board of directors or shareholders of ICB or any ICB Subsidiary; (b) contravene, conflict with or result in a violation of, or give any Regulatory Authority or other Person the valid and enforceable right to challenge any of the Contemplated Transactions or to exercise any remedy or obtain any relief under, any Legal Requirement or any Order to which ICB or any ICB Subsidiary, or any of their respective assets that are owned or used by them, may be subject, except for any contravention, conflict or violation that is permissible by virtue of obtaining the regulatory approvals necessitated by the Contemplated Transactions, including any such approvals under the BHCA, the Federal Deposit Insurance Act, as amended (the “FDIA”), the Securities Act, the Exchange Act, the DGCL, the IBCA, the Illinois Act and no filing withthe Illinois Banking Act (the “IBA”); (c) contravene, and no permit, authorization, consent conflict with or approval result in a violation or breach of any provision of, or give any Governmental Authority is necessary for Person the execution of this Purchase Agreement right to declare a default or the Registration Rights Agreement by Premier and the consummation by Premier of the transactions contemplated hereby and thereby, except for such filings the failure of which to be made, individually or in the aggregate, could not reasonably be expected to have a material adverse effect on Premier, and its Subsidiaries, taken as a wholeexercise any remedy under, or to prevent accelerate the maturity or materially delay performance of, or to cancel, terminate or modify any material Contract to which ICB or any ICB Subsidiary is a party or by which any of their respective assets is bound; or (d) result in the consummation creation of any lien, charge or encumbrance upon or with respect to any of the transactions contemplated hereby assets owned or used by ICB or any ICB Subsidiary. Except for the approvals referred to in Section 8.1 and thereby. Neither the requisite approval of its shareholders, neither ICB nor any ICB Subsidiary is or will be required to give any notice to or obtain any consent from any Person in connection with the execution and delivery of this Purchase Agreement or the Registration Rights Agreement by Premier nor the consummation by Premier or performance of the transactions contemplated hereby or thereby, nor compliance by Premier with any of the provisions hereof or thereof (i) conflicts with or results in any breach of the Articles of Incorporation or bylaws of Premier, (ii) contravenes, conflicts with or would constitute a violation of any provision of any law, regulation, judgment, injunction, order or decree binding upon Premier, or (iii) constitutes a default under or gives rise to any right of termination, cancellation or acceleration of any right or obligation of Premier or any of its Subsidiaries or to a loss of any benefit to which Premier or any of its Subsidiaries is entitled under any provision of any agreement, contract or other instrument binding on Premier or any of its Subsidiaries or any license, franchise, permit or other similar authorization held by Premier or any of its Subsidiaries, except, in the case of clauses (ii) and (iii), for any such contravention, conflict, violation, default, termination, cancellation, acceleration or loss that would not have a material adverse effect on Premier or any of its Subsidiaries taken as a wholeContemplated Transactions.

No Conflict. Other than the filing of a Form 4 and an amendment ----------- to Premier's report on Schedule 13D (a) Except under the Exchange Actagreements specifically relating to Indebtedness described in Section 5.12(d) (with respect to which Section 3.6 of the CDM Disclosure Letter identifies the effects thereunder that will occur upon consummation of the Closing), and no filing with, and no permit, authorization, consent or approval of, any Governmental Authority is necessary for neither the execution and delivery by CDM of this Purchase Agreement or the Registration Rights Agreement by Premier and nor the consummation by Premier CDM of the transactions contemplated hereby and thereby, except for such filings by this Agreement in accordance with the failure of which to be made, individually or in the aggregate, could not reasonably be expected to have a material adverse effect on Premier, and its Subsidiaries, taken as a whole, or to prevent or materially delay the consummation of the transactions contemplated hereby and thereby. Neither the execution and delivery of this Purchase Agreement or the Registration Rights Agreement by Premier nor the consummation by Premier of the transactions contemplated hereby or thereby, nor compliance by Premier with any of the provisions terms hereof or thereof will (i) conflicts conflict with or results result in any a breach of any provisions of the Articles certificate or agreement of Incorporation or bylaws limited partnership of PremierCDM, as amended and in effect on the date hereof (the “CDM Partnership Agreement”), true, complete and correct copies of which have been provided to Regency, (ii) contravenesviolate, conflicts or 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 or in a right of termination or cancellation of, or give rise to a right of purchase under, or accelerate the performance required by, or result in the creation of any Lien upon any of the properties of CDM under, or result in being declared void, voidable, or without further binding effect, or otherwise result in a detriment to CDM under, any of the terms, conditions or provisions of, any note, bond, mortgage, indenture, deed of trust, license, concession, franchise, permit, lease, contract, agreement, joint venture or other instrument or obligation to which CDM is a party, or by which CDM or any of its properties may be bound or subject, other than, with respect to all of the foregoing, any violation, conflict, breach, default, termination, right of termination or cancellation, right of purchase, acceleration or Lien arising under any prohibition on assignment included under any document referred to above in this clause (ii) resulting solely from the fact that the surviving entity in the Merger is the Surviving Company instead of CDM (and, for purposes of clarity, this clause shall in no way limit the other provisions of this clause (a) relating to a change of control of CDM), or (iii) subject to the filings and other matters referred to in Section 3.6(b), contravene or conflict with or would constitute a violation of any provision of any law, regulation, judgment, injunction, order Applicable Laws or judgment or decree binding upon Premieror applicable to CDM, except as, in the case of matters described in clause (ii) or (iii), individually or in the aggregate, that have not had and are not reasonably likely to have a CDM Material Adverse Effect. (b) Neither the execution and delivery by CDM of this Agreement nor the consummation by CDM of the transactions contemplated hereby in accordance with the terms hereof will require any consent, approval, qualification or authorization of, or filing or registration with, any court or Governmental Agency, other than (i) filings required under the H▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976, as amended (the “HSR Act”), the Securities Act or applicable state securities and “Blue Sky” laws (collectively, the “Regulatory Filings”) and (ii) the filing of the Certificate of Merger with the Secretary of State of each of the States of Texas and Delaware, except for any consent, approval, qualification or authorization the failure to obtain which, and for any filing or registration the failure to make which, has not had and is not reasonably likely to have a CDM Material Adverse Effect. (c) This Agreement, the Merger and the transactions contemplated hereby do not, and will not, upon consummation of such transactions in accordance with their terms, result in any “change of control” or similar event or circumstance under (i) the terms of any CDM Material Contract or (ii) any contract or plan under which any employees, officers or directors of CDM are entitled to payments or benefits, which, in the case of either clause (i) or (ii), gives rise to rights or benefits not otherwise available absent such change of control or similar event and requires either a cash payment or an accounting charge in accordance with generally accepted accounting principles as in effect on the date of this Agreement, as recognized by the U.S. Financial Accounting Standards Board (“GAAP”), or (iii) constitutes a default under or gives rise to any right of termination, cancellation or acceleration of any right or obligation of Premier or any of its Subsidiaries or to a loss of any benefit to which Premier or any of its Subsidiaries is entitled under any provision of any agreement, contract or other instrument binding on Premier or any of its Subsidiaries or any license, franchise, permit or other similar authorization held by Premier or any of its Subsidiaries, except, in the case of clauses (ii) and (iii), for any such contravention, conflict, violation, default, termination, cancellation, acceleration or loss that would not have a material adverse effect on Premier or any of its Subsidiaries taken as a wholeCDM Permit.

No Conflict. Other than the filing of a Form 4 and an amendment ----------- to Premier's report on Schedule 13D under the Exchange Act(a) The execution, delivery, and no filing with, and no permit, authorization, consent or approval of, any Governmental Authority is necessary for the execution performance by Seller of this Purchase Agreement or and each of the Registration Rights Agreement by Premier Transaction Documents and the consummation by Premier Seller of the transactions contemplated hereby and thereby, except for such filings the failure of which to be made, individually or in the aggregate, could thereby do not reasonably be expected to have a material adverse effect on Premier, and its Subsidiaries, taken as a whole, or to prevent or materially delay the consummation of the transactions contemplated hereby and thereby. Neither the execution and delivery of this Purchase Agreement or the Registration Rights Agreement by Premier nor the consummation by Premier of the transactions contemplated hereby or thereby, nor compliance by Premier with any of the provisions hereof or thereof (i) conflicts with conflict with, result in a breach of, or results in violate the Organizational Documents of Seller or any breach provision of Law or Order to which Seller, the Articles Equity Interests or any of Incorporation Seller's assets or bylaws of Premierproperties is subject or bound, (ii) contravenesassuming that all consents, conflicts with approvals, authorizations, and permits contemplated by clauses Section 4.3(b) have been obtained, and all actions, filings, and notifications described in such clauses have been taken or would constitute made (as applicable), conflict with, result in a violation of breach of, or violate any provision of Law applicable to Seller or any law, regulation, judgment, injunction, order or decree binding upon PremierOrder to which Seller is a named party, or (iii) constitutes conflict with, result in a breach of, or constitute a default under or gives rise to any right an event creating rights of acceleration of payment or termination, cancellation modification, or acceleration of any right cancellation, or obligation of Premier or any of its Subsidiaries or to a loss of rights under, in each case in any benefit material respect, any Contract to which Premier Seller is a party or any of its Subsidiaries by which Seller is entitled under any provision of any agreementbound, contract or other instrument binding on Premier or any of its Subsidiaries or any license, franchise, permit or other similar authorization held by Premier or any of its Subsidiaries, exceptthan, in the case of clauses (ii) and (iii)) above, for (A) any such contraventionconflicts, conflictbreaches, violationdefaults, defaultevents, terminationrights, cancellation, acceleration or loss losses that would not reasonably be expected to have a material adverse effect on Premier or the ability of Seller to perform any of its Subsidiaries taken obligations under this Agreement, and (B) any consents, approvals, authorizations, permits, filings, notifications, or other actions that may be required by reason of the identity of Purchaser or Purchaser's participation in the transactions contemplated by this Agreement. (b) The execution, delivery, and performance by Seller of this Agreement and the Transaction Documents and the consummation by Seller of the transactions contemplated hereby and thereby do not require any consent, approval, authorization, or permit of, action by, filing with, or notification to any Governmental Entity, except for (i) any consents, approvals, authorizations, permits, actions, filings, and notifications the failure of which to obtain, request, provide, or make would not reasonably be expected to have a material adverse effect on the ability of Seller to perform any of its obligations under this Agreement, and (ii) any consents, approvals, authorizations, permits, actions, filings, or notifications required as a wholeresult of the identity of Purchaser or Purchaser's participation in the transactions contemplated by this Agreement.

No Conflict. Other than the filing of a Form 4 The execution, delivery and an amendment ----------- to Premier's report on Schedule 13D under the Exchange Act, and no filing with, and no permit, authorization, consent or approval of, any Governmental Authority is necessary for the execution performance of this Purchase Agreement or the Registration Rights Agreement by Premier Parent and Merger Sub do not, and the consummation by Premier Parent and Merger Sub of the transactions contemplated hereby by this Agreement and therebycompliance by Parent and Merger Sub with the provisions of this Agreement will not, except for such filings conflict with, or result in any violation or breach of, or default (with or without notice or lapse of time, or both) under, require consent under, or give rise to a right of, or result in, termination, cancellation, modification or acceleration of any obligation or to the failure loss of which to be madea benefit under, individually or result in the aggregate, could not reasonably be expected to have a material adverse effect on Premier, and its Subsidiaries, taken as a whole, creation of any Lien in or to prevent or materially delay the consummation of the transactions contemplated hereby and thereby. Neither the execution and delivery of this Purchase Agreement or the Registration Rights Agreement by Premier nor the consummation by Premier of the transactions contemplated hereby or thereby, nor compliance by Premier with upon any of the provisions hereof properties or thereof other assets of Parent or Merger Sub under (i) conflicts with or results in any breach the certificate of the Articles of Incorporation or incorporation and bylaws of PremierParent or Merger Sub, (ii) contravenes, conflicts with any Contract to which Parent or would constitute Merger Sub is a violation party or any of their respective properties or other assets are subject (including any provision of credit facilities or agreements and any law, regulation, judgment, injunction, order or decree binding upon Premierother indebtedness arrangements), or (iii) constitutes a default under subject to the governmental filings and other matters referred to in the following sentence, any Laws and Orders applicable to Parent or gives rise to any right of termination, cancellation Merger Sub or acceleration of any right or obligation of Premier or any of its Subsidiaries or to a loss of any benefit to which Premier or any of its Subsidiaries is entitled under any provision of any agreement, contract their respective properties or other instrument binding on Premier or any of its Subsidiaries or any licenseassets, franchise, permit or other similar authorization held by Premier or any of its Subsidiaries, exceptthan, in the case of the immediately preceding clauses (ii) and (iii), for any such contraventionconflicts, conflictviolations, violationbreaches, defaultdefaults, consents, rights of termination, cancellation, acceleration modification or loss acceleration, losses or Liens that would not have a material adverse effect on Premier Parent Material Adverse Effect. No consent, approval, order or authorization of, action by or in respect of, or registration, declaration, notice to or filing with, any Governmental Entity is required by or with respect to Parent or Merger Sub in connection with the execution and delivery of its Subsidiaries taken as this Agreement by Parent or Merger Sub or the consummation by Parent and Merger Sub of the transactions contemplated by this Agreement, except for (x) the filing of (1) an amendment to the Schedule 13D of Parent and (2) the Schedule 13E-3 with the Securities and Exchange Commission (“SEC”), (y) the filing of the Certificate of Merger with the Secretary of State of the State of New York and appropriate documents with the relevant authorities of the other states in which Parent and Merger Sub are qualified to do business, and (z) such other consents, approvals, orders, authorizations, actions, registrations, declarations, notices and filings the failure of which to be obtained or made would not have a wholeParent Material Adverse Effect.

No Conflict. Other than the filing (a) The execution and delivery of a Form 4 and an amendment ----------- to Premier's report on Schedule 13D under the Exchange Actthis Agreement do not, and no filing with, and no permit, authorization, consent or approval of, any Governmental Authority is necessary for the execution of this Purchase Agreement or the Registration Rights Agreement by Premier and the consummation by Premier of the transactions contemplated hereby and thereby, except for such filings the failure of which to be made, individually or in the aggregate, could not reasonably be expected to have a material adverse effect on Premier, and its Subsidiaries, taken as a whole, or to prevent or materially delay the consummation of the transactions contemplated hereby by this Agreement and thereby. Neither the execution and delivery compliance with the provisions of this Purchase Agreement will not, conflict with, or the Registration Rights Agreement by Premier nor the consummation by Premier of the transactions contemplated hereby result in any violation of, or thereby, nor compliance by Premier with any of the provisions hereof or thereof default (i) conflicts with or results in any breach without notice or lapse of the Articles of Incorporation or bylaws of Premier, (ii) contravenes, conflicts with or would constitute a violation of any provision of any law, regulation, judgment, injunction, order or decree binding upon Premiertime, or (iiiboth) constitutes a default under under, or gives give rise to any a right of termination, cancellation or acceleration of any right obligation or obligation loss of Premier a benefit under, or result in the creation of any Lien upon any of the properties or assets of Lucent or Acquisition or any of Lucent's other Subsidiaries under, (i) the charter documents of Lucent or Acquisition, (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise, license or similar authorization applicable to Lucent or Acquisition or any of Lucent's other Subsidiaries or their respective properties or assets or (iii) subject to the governmental filings and other matters referred to in Section 4.3(b), any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Lucent or any of its Subsidiaries or to a loss of any benefit to which Premier their respective properties or any of its Subsidiaries is entitled under any provision of any agreementassets, contract or other instrument binding on Premier or any of its Subsidiaries or any license, franchise, permit or other similar authorization held by Premier or any of its Subsidiaries, exceptthan, in the case of clauses paragraph (b), any such conflicts, violations, defaults, rights, losses or Liens that individually or in the aggregate could not reasonably be expected to have a Material Adverse Effect on Lucent. (b) No consent, approval, order or authorization of, action by, or in respect of, or registration, declaration or filing with, any Governmental Entity is required by or with respect to Lucent or Acquisition in connection with the execution and delivery of this Agreement by Lucent and Acquisition or the consummation by Lucent and Acquisition of the transactions contemplated by this Agreement, except for (i) the filing of a premerger notification and report form by Lucent under the HSR Act and any applicable filings and approvals under similar foreign antitrust laws and regulations; (ii) the filing with the SEC of (A) the Offer Documents and (iiiB) such reports under Section 13(a), for any 13(d), 15(d) or 16(a) of the Exchange Act as may be required in connection with this Agreement and the transactions contemplated by this Agreement; (iii) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware and appropriate documents with the relevant authorities of other states in which Lucent is qualified to do business; and (iv) such contraventionconsents, conflictapprovals, violation, default, termination, cancellation, acceleration orders or loss that would not have a material adverse effect on Premier or any of its Subsidiaries taken as a whole.authorizations the failure

No Conflict. Other than the filing of a Form 4 and an amendment ----------- to Premier's report on Schedule 13D under the Exchange Act, and no filing with, and no permit, authorization, consent or approval of, any Governmental Authority is necessary for Neither the execution and delivery of this Purchase Agreement and each Ancillary Agreement to which Seller or the Registration Rights Agreement by Premier and the consummation by Premier a Selling Subsidiary is a party, nor completion of the transactions contemplated hereby by this Agreement and therebythe Ancillary Agreements will (a) violate any provision of the certificate of incorporation or by-laws or other similar organizational document of Seller, any Acquired Company or any Selling Subsidiary; (b) assuming all of the consents, approvals, authorizations, filings or notifications to or of Governmental Authorities contemplated by Section 3.11 are made or obtained, violate any Law or any injunction, order or decree of any Governmental Authority to which Seller, an Acquired Company or a Selling Subsidiary is subject except, in all cases, for such violations that would not prohibit or materially impair Seller’s or a Selling Subsidiary’s ability to perform its obligations under this Agreement or an Ancillary Agreement; or (c) except as described in Section 3.2 of the Seller Disclosure Letter, result in any breach of, or constitute a default (or event which with the giving of notice or lapse of time, or both, would become a default) under, or require that any notice be given, payment be made or consent be granted under, or give to others any right to terminate, amend, accelerate, cancel or modify the terms or conditions of, any Contract included in the Business Assets, or result in the creation of any Encumbrance (other than Encumbrances created by any actions of Buyer or its Affiliates) on, any of the Business Assets, except in each case for such filings the failure of which to be madeany violations, breaches, defaults or other matters that would not, individually or in the aggregate, could not reasonably be expected to have result in a material adverse effect on Premier, and its Subsidiaries, taken as a whole, or to prevent liability of the Business or materially delay the consummation impact Buyer’s operation of the transactions contemplated hereby and thereby. Neither the execution and delivery Business or use of a material Business Asset or Seller’s or a Selling Subsidiary’s ability to perform its obligations under this Purchase Agreement or the Registration Rights Agreement by Premier nor the consummation by Premier of the transactions contemplated hereby or thereby, nor compliance by Premier with any of the provisions hereof or thereof (i) conflicts with or results in any breach of the Articles of Incorporation or bylaws of Premier, (ii) contravenes, conflicts with or would constitute a violation of any provision of any law, regulation, judgment, injunction, order or decree binding upon Premier, or (iii) constitutes a default under or gives rise to any right of termination, cancellation or acceleration of any right or obligation of Premier or any of its Subsidiaries or to a loss of any benefit to which Premier or any of its Subsidiaries is entitled under any provision of any agreement, contract or other instrument binding on Premier or any of its Subsidiaries or any license, franchise, permit or other similar authorization held by Premier or any of its Subsidiaries, except, in the case of clauses (ii) and (iii), for any such contravention, conflict, violation, default, termination, cancellation, acceleration or loss that would not have a material adverse effect on Premier or any of its Subsidiaries taken as a wholeAncillary Agreements.

No Conflict. Other than Except for the filing necessary consents, waivers or approvals of third parties set forth in Section 2.6 of the Disclosure Schedule, the execution, delivery and performance by the Company of this Agreement and any Related Agreement to which the Company is a Form 4 and an amendment ----------- to Premier's report on Schedule 13D under the Exchange Actparty, and no filing with, and no permit, authorization, consent or approval of, any Governmental Authority is necessary for the execution of this Purchase Agreement or the Registration Rights Agreement by Premier and the consummation by Premier of the transactions contemplated hereby and thereby, except for such filings the failure of which to be made, individually or in the aggregate, could not reasonably be expected to have a material adverse effect on Premier, and its Subsidiaries, taken as a whole, or to prevent or materially delay the consummation of the transactions contemplated hereby and thereby. Neither , will not contravene, conflict with or result in any violation of or default under (with or without notice or lapse of time, or both) or give rise to a right of termination, cancellation, modification or acceleration of any obligation or loss of any benefit or result in the execution and delivery creation or imposition of this Purchase Agreement or the Registration Rights Agreement by Premier nor the consummation by Premier of the transactions contemplated hereby or thereby, nor compliance by Premier with any of the provisions hereof or thereof Lien (any such event a "Conflict") under (i) conflicts with or results in any breach provision of the Articles of Incorporation Charter Documents or bylaws of PremierSubsidiary Charter Documents, (ii) contravenesany resolution adopted by the board of directors of the Company, conflicts with (iii) any Contract, or would constitute a violation of (iv) any provision of any law, regulation, judgment, injunction, order order, decree, statute, law, ordinance, rule or decree binding upon Premier, regulation applicable to the Company or (iii) constitutes a default under or gives rise to any right of termination, cancellation or acceleration of any right or obligation of Premier the Proxima Subsidiaries or any of its Subsidiaries their properties (whether tangible or intangible) or assets. Section 2.6 of the Disclosure Schedule sets forth all necessary consents, waivers and approvals of parties to a loss of any benefit to which Premier Material Contracts as are required thereunder in connection with the transactions contemplated herein, or any of its Subsidiaries is entitled under any provision of any agreement, contract or other instrument binding on Premier or any of its Subsidiaries or any license, franchise, permit or other similar authorization held by Premier or any of its Subsidiaries, except, in the case of clauses (ii) and (iii), for any such contraventionMaterial Contract to remain in full force and effect without limitation, conflictmodification or alteration after the Closing so as to preserve all rights of, violationand benefits to the Company, defaultunder such Contracts from and after the Closing. Following the Closing, terminationthe Company or the Proxima Subsidiaries, cancellationas applicable, acceleration or loss that would not have a material adverse effect on Premier or any will be permitted to exercise all of its Subsidiaries taken rights under the Contracts without the payment of any additional amounts or consideration other than ongoing obligations, fees, royalties or payments which the Company or the Proxima Subsidiaries, as a wholeapplicable would otherwise be required to satisfy, perform or pay pursuant to the terms of such Contracts had the transactions contemplated by this Agreement not occurred. Neither the Company nor any Proxima Subsidiary is in violation of any term of or in default under (A) the Charter Documents (with respect to the Company), (B) the Subsidiary Charter Documents (with respect to the Proxima Subsidiaries) or (C) any Contract.

No Conflict. Other than Assuming that (i) the filing of a Form 4 notifications contemplated in Section 3.03 have been made and an amendment ----------- to Premier(ii) the Consents contemplated in Section 5.03 have been obtained, each Seller's report on Schedule 13D under the Exchange Actexecution, delivery and no filing with, and no permit, authorization, consent or approval of, any Governmental Authority is necessary for the execution performance of this Purchase Agreement or the Registration Rights Agreement by Premier and the consummation by Premier of the transactions contemplated hereby Ancillary Agreements to which it is a party and thereby, except for such filings the failure of which to be made, individually or in the aggregate, could not reasonably be expected to have a material adverse effect on Premier, and its Subsidiaries, taken as a whole, or to prevent or materially delay the consummation of the transactions contemplated hereby and thereby. Neither the execution thereby do not, will not and delivery of this Purchase Agreement or the Registration Rights Agreement by Premier nor the consummation by Premier of the transactions contemplated hereby or thereby, nor compliance by Premier with any of the provisions hereof or thereof could not reasonably be expected to (i) conflicts with or results in any breach without notice or lapse of the Articles of Incorporation time or bylaws of Premierboth): (a) violate, (ii) contravenes, conflicts conflict with or would constitute a violation result in the Breach of any provision of each Seller's Certificate of Incorporation or By-Laws (or similar organizational documents) or any lawresolution adopted by the board of directors, regulationsole Member or Manager (as applicable) of each Seller or by its respective shareholders or equity owners; (b) violate or conflict with any Applicable Law relating to any Seller or any of its assets, judgmentproperties or businesses, injunctionincluding the Business; (c) give any Authority the right to revoke, order withdraw, suspend, cancel, terminate or decree binding upon Premiermodify any Permit held by any Seller that, to the extent transferable under Applicable Laws, is included in the Purchased Assets or Order that relates to the assets or properties of any Seller or the Business or that is otherwise used in the conduct of the Business; (d) cause Buyer to become subject to, or to become liable for the payment of, any Tax (iiiother than State and municipal real estate Conveyance Taxes that will be paid by Sellers at Closing in accordance with the terms and provisions of this Agreement); (e) constitutes to the Sellers’ Knowledge, cause any of the assets or properties owned by each Seller to be reassessed or revalued by any taxing authority or other Authority; (f) conflict with, result in any Breach of, constitute a default under or gives rise require any Consent under any Material Contract or give to any Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of terminationor to terminate, cancellation amend, modify, suspend, revoke or acceleration cancel, any Material Contract; (g) except as set forth on Schedule 3.02(g), require notice to, or the Consent of, any Person (other than any Authority as contemplated in Section 5.03); or {W5977534.1} (h) result in the creation of any right Encumbrance on any of the assets or obligation properties of Premier each Seller or any of its Subsidiaries the assets or to a loss of any benefit to which Premier or any of its Subsidiaries is entitled under any provision of any agreement, contract or other instrument binding on Premier or any of its Subsidiaries or any license, franchise, permit or other similar authorization held by Premier or any of its Subsidiaries, except, properties used in the case of clauses (ii) and (iii), for any such contravention, conflict, violation, default, termination, cancellation, acceleration or loss that would not have a material adverse effect on Premier or any of its Subsidiaries taken as a wholeBusiness.

No Conflict. Other than Except for the filing requirements of a Form 4 the HSR Act and an amendment ----------- any Antitrust Laws of jurisdictions outside the United States of America (if and to Premier's report on Schedule 13D under the Exchange Actextent any of the foregoing laws may apply), and no other than as set forth in Schedule 3.4 of the Seller Disclosure Schedule, the execution, delivery and performance by each member of the Seller Group of the Transaction Agreements to which it is party and/or the consummation by each such member of the Seller Group of the Contemplated Transactions, as applicable, do not and will not, as applicable, (a) conflict with or violate any provision of the Seller’s certificate of incorporation or bylaws (or the equivalent organizational documents of the applicable member of the Seller Group), each as amended to date, (b) require any member of the Seller Group to make any filing with, and no permit, authorizationor obtain any material Permit, consent or approval of, any Governmental Authority is necessary for the execution of this Purchase Agreement or the Registration Rights Agreement by Premier and the consummation by Premier of the transactions contemplated hereby and thereby, Entity (except for such filings where the failure of which to be madeobtain such Permit, individually consent or in the aggregate, could not reasonably be expected to have a material adverse effect on Premier, and its Subsidiaries, taken as a wholeapproval, or to make such filing, would not prevent or materially delay the consummation by the Seller Group of the transactions contemplated hereby and thereby. Neither the execution and delivery of this Purchase Agreement Contemplated Transactions, or the Registration Rights Agreement performance by Premier nor the consummation by Premier Seller Group of the transactions contemplated hereby or thereby, nor compliance by Premier with any of its material obligations under the provisions hereof Transaction Agreements, or thereof as may be necessary as a result of any facts or circumstances relating to the Purchaser or its Affiliates), (ic) conflicts result in a breach or default under, create in any Person the right to accelerate, terminate, modify or cancel, or require any prior notice to, or consent or waiver under, any Material Contract, in any case with or results in any breach without due notice or lapse of the Articles of Incorporation time or bylaws of Premierboth, (iid) contravenes, conflicts with or would constitute a violation result in the imposition of any provision Encumbrance upon the Acquired Company Shares or any other material Acquired Asset, (e) violate any material law, order, writ, injunction or decree applicable to the Seller Group (to the extent it relates exclusively to the Business), the Business, any Acquired Company or any other Acquired Asset, (f) enable any source code for any software or documentation related thereto to be released or removed from escrow pursuant to the terms of any law, regulation, judgment, injunction, order or decree binding upon PremierMaterial Contract, or (iiig) constitutes a default under or gives rise cause any Intellectual Property owned by the Seller Group members as of the date of this Agreement that is material to any right of termination, cancellation or acceleration of any right or obligation of Premier or any of its Subsidiaries or the Business to be assigned to a loss of any benefit to which Premier or any of its Subsidiaries is entitled under any provision of any agreement, contract or other instrument binding on Premier or any of its Subsidiaries or any license, franchise, permit or other similar authorization held by Premier or any of its Subsidiaries, except, in the case of clauses (ii) and (iii), for any such contravention, conflict, violation, default, termination, cancellation, acceleration or loss that would not have a material adverse effect on Premier or any of its Subsidiaries taken as a wholethird Person.

No Conflict. Other than The execution, delivery and performance by such Standby Purchaser of this Agreement and the filing of a Form 4 and an amendment ----------- to Premier's report on Schedule 13D under the Exchange ActAncillary Agreements do not, and no filing with, and no permit, authorization, consent or approval of, any Governmental Authority is necessary for the execution of this Purchase Agreement or the Registration Rights Agreement by Premier and the consummation by Premier of the transactions contemplated hereby and thereby, except for such filings the failure of which to be made, individually or in the aggregate, could not reasonably be expected to have a material adverse effect on Premier, and its Subsidiaries, taken as a whole, or to prevent or materially delay the consummation of the transactions contemplated hereby and thereby. Neither thereby and compliance with the execution and delivery provisions of this Purchase Agreement and the Ancillary Agreements will not, conflict with, or the Registration Rights Agreement by Premier nor the consummation by Premier of the transactions contemplated hereby or thereby, nor compliance by Premier with any of the provisions hereof or thereof (i) conflicts with or results result in any breach of the Articles of Incorporation or bylaws of Premier, (ii) contravenes, conflicts with or would constitute a violation of any provision of any law, regulation, judgment, injunction, order or decree binding upon PremierDefault under, or (iii) constitutes a default under or gives give rise to any a right of termination, cancellation or acceleration of any right obligation or obligation to the loss of Premier a benefit under, or result in the amendment of any term or provision of or the creation of any Lien upon any of its Subsidiaries or to a loss the assets of any benefit to which Premier or any of its Subsidiaries is entitled such Standby Purchaser under any provision of (i) the certificate of incorporation or by-laws or any agreementother relevant organizational documents of such Standby Purchaser, contract (ii) any material Contract to which such Standby Purchaser is a party or other instrument binding on Premier or by which any of its Subsidiaries assets are bound or (iii) any licenseLaw, franchisejudgment, permit order or decree of any Governmental Entity, in each case applicable to such Standby Purchaser or its assets, other similar authorization held by Premier or any of its Subsidiaries, exceptthan, in the case of clauses (ii) and or (iii), for any such contraventionconflicts, conflictDefaults, violationrights, defaultlosses, termination, cancellation, acceleration amendments or loss Liens that would not have a reasonably be expected to materially impair or delay the ability of such Standby Purchaser to perform its obligations under this Agreement or the Ancillary Agreements or carry out the transactions contemplated hereby or thereby in accordance with the terms herein or therein. No material adverse effect permit, Approval of or registration or filing with, or notice to, any Governmental Entity, including under the HSR Act, is required to be obtained or made by or with respect to such Standby Purchaser in connection with the execution, delivery and performance of this Agreement or the Ancillary Agreements by such Standby Purchaser or the consummation by such Standby Purchaser of the transactions contemplated by this Agreement or the Ancillary Agreements, except for compliance with and filings under the Exchange Act, the Securities Act, state securities Laws or “blue-sky” laws and the rules and regulations of The NASDAQ Stock Market as described on Premier or any of its Subsidiaries taken as a wholeSchedule 4.2(b).

No Conflict. Other than the filing of a Form 4 and an amendment ----------- to Premier's report on Schedule 13D under the Exchange Act, and no filing with, and no permit, authorization, consent or approval of, any Governmental Authority is necessary for the execution of this Purchase Agreement or the Registration Rights Agreement by Premier and the consummation by Premier (a) Except as set forth in SCHEDULE 6.6(A) of the transactions contemplated hereby and therebyTPG Disclosure Letter, except for such filings the failure of which to be made, individually or in the aggregate, could not reasonably be expected to have a material adverse effect on Premier, and its Subsidiaries, taken as a whole, or to prevent or materially delay the consummation of the transactions contemplated hereby and thereby. Neither neither the execution and delivery by TPG of this Purchase Agreement or the Registration Rights Agreement by Premier nor the consummation by Premier TPG of the transactions contemplated hereby Transactions in accordance with the terms hereof, will: (i) violate any provisions of the certificate of incorporation or therebybylaws of TPG; (ii) violate any provision of, nor compliance by Premier 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 or in a right of termination or cancellation of, or accelerate the performance required by, or result in the creation of any Lien upon any of the provisions hereof properties of TPG or thereof (i) conflicts with its Subsidiaries under, or results result in being declared void, voidable, or without further binding effect, any breach of the Articles terms, conditions or provisions of, any note, bond, mortgage, indenture, deed of Incorporation trust, license, franchise, permit, lease, contract, agreement or bylaws other instrument or obligation to which TPG or any of Premierits Subsidiaries is a party, or by which TPG or any of its Subsidiaries or any of their properties is bound or affected; or (iiiii) contravenes, conflicts with or would constitute a violation of any provision of any law, regulation, judgment, injunction, order or decree Law binding upon Premier, or (iii) constitutes a default under or gives rise applicable to any right of termination, cancellation or acceleration of any right or obligation of Premier or any of its Subsidiaries or to a loss of any benefit to which Premier or any of its Subsidiaries is entitled under any provision of any agreement, contract or other instrument binding on Premier or any of its Subsidiaries or any license, franchise, permit or other similar authorization held by Premier TPG or any of its Subsidiaries, except, in the case of clauses matters described in clause (ii) and or (iii), as would not have, individually or in the aggregate, a Material Adverse Effect. (b) Neither the execution and delivery by TPG of this Agreement nor the consummation by TPG of the Transactions in accordance with the terms hereof will require any consent, approval or authorization of, or filing or registration with, any governmental or regulatory authority, other than (i) such filings, consents and approvals that are obtained before the Closing and (ii) filings required under the HSR Act, the Exchange Act, the Securities Act or applicable state securities and "Blue Sky" laws, except for any such contraventionconsent, conflict, violation, default, termination, cancellation, acceleration approval or loss that authorization the failure of which to obtain and for any filing or registration the failure of which to make would not have a material adverse effect on Premier or any of its Subsidiaries taken as a wholeMaterial Adverse Effect.

No Conflict. Other than the filing of a Form 4 and an amendment ----------- to Premier's report on Schedule 13D under the Exchange Act, and no filing with, and no permit, authorization, consent or approval of, any Governmental Authority is necessary for Neither the execution and delivery by Seller of this Agreement, the MSR Purchase Agreement Agreement, the Mortgage Loan Purchase Agreement, the Pipeline Agreements or of any of the Registration Rights Agreement by Premier and Ancillary Agreements or the consummation by Premier Seller of any of the transactions contemplated hereby Transactions nor compliance by Seller with or fulfillment by Seller of the terms, conditions and therebyprovisions hereof or thereof will: (a) assuming that all necessary consents, except for approvals, authorizations and other actions described in Schedule 3.4(b) have been obtained and all filings and notifications described in Schedule 3.4(b) have been made and any applicable waiting period has expired or been terminated, result in a violation or breach of the terms, conditions or provisions of, or constitute, an event of default upon Seller, its Subsidiaries or any of the Assets of Seller or any of its Subsidiaries, under (i) any Governmental Permit, Material Contract, note, instrument, mortgage, lease, franchise or financial obligation to which Seller or any of its Subsidiaries is a party or by which any Purchased Asset is bound, (ii) the certificate of incorporation, bylaws or comparable governing documents of Seller and its Subsidiaries or (iii) any applicable Requirements of Law or privacy policies affecting Seller, any of Seller’s Subsidiaries, the Business or the Purchased Assets, other than any such filings the failure of which to be madeviolations, breaches, defaults, or Encumbrances that would not, individually or in the aggregate, could not reasonably be expected to have a material adverse effect on Premier, Material Adverse Effect and its Subsidiaries, taken as a whole, or to would not prevent or materially impair or delay the consummation of the transactions contemplated hereby and thereby. Neither the execution and delivery of this Purchase Agreement or the Registration Rights Agreement by Premier nor the consummation by Premier of the transactions contemplated hereby or thereby, nor compliance by Premier with any of the provisions hereof Transactions; or thereof (ib) conflicts with except as set forth on Schedule 3.4(b), require the approval, consent, authorization or results in any breach of the Articles of Incorporation or bylaws of Premier, (ii) contravenes, conflicts with or would constitute a violation of any provision of any law, regulation, judgment, injunction, order or decree binding upon Premieract of, or (iii) constitutes a default under or gives rise to any right of termination, cancellation or acceleration of any right or obligation of Premier the making by Seller or any of its Subsidiaries or to a loss of any benefit to which Premier declaration, filing or registration with, any Governmental Authority. Section 3.5. Financial Statements; Absence of Undisclosed Liabilities. (a) Schedule 3.5(a) contains (i) the audited balance sheet of Seller and its Subsidiaries is entitled under any provision as of any agreementDecember 31, contract or other instrument binding on Premier or any 2021 and the related statements of operations and cash flows of Seller for the year then ended and (ii) the unaudited balance sheet of Seller and its Subsidiaries or any licenseas of the Balance Sheet Date and the related statement of operations for the ten (10) months then ended (collectively, franchise, permit or other similar authorization held by Premier or any the “Financial Statements”). (b) The Financial Statements (i) have been prepared based upon the information contained in the books and records of Seller and its Subsidiaries, (ii) have been prepared in accordance with GAAP applied on a consistent basis as at the dates and for the periods presented (except, in the case of clauses (ii) unaudited Financial Statements, the absence of footnote disclosures and normal year-end adjustments), and (iii)) present fairly, in all material respects, the financial position and results of operations and cash flows of Seller and its Subsidiaries as at the dates and for any such contraventionthe periods presented. (c) Seller and its Subsidiaries did not have, conflictat the Balance Sheet Date, violation, default, termination, cancellation, acceleration or loss that would not have a material adverse effect on Premier nor has Seller or any of its Subsidiaries taken as a whole.incurred since that date, any Liabilities of any nature other than

No Conflict. Other than the filing of a Form 4 and an amendment ----------- to Premier's report on Schedule 13D under the Exchange Act, and no filing with, and no permit, authorization, consent or approval of, any Governmental Authority is necessary for the execution of this Purchase Agreement or the Registration Rights Agreement by Premier and the consummation by Premier of the transactions contemplated hereby and thereby, except for such filings the failure of which to be made, individually or in the aggregate, could not reasonably be expected to have a material adverse effect on Premier, and its Subsidiaries, taken as a whole, or to prevent or materially delay the consummation of the transactions contemplated hereby and thereby. (a) Neither the execution and delivery by RIMCO of this Purchase Agreement or the Registration Rights Agreement by Premier nor the consummation by Premier RIMCO of the transactions contemplated hereby herein in accordance with the terms hereof will: (i) conflict with or therebyresult in a breach of any provisions of the charter documents or bylaws of RIMCO; (ii) except for consents required to be obtained (the “Frost Required Consents”) under the Amendment and Restatement of Credit Agreement dated as of September 16, nor compliance by Premier 2002, as amended, between RIMCO and the Frost National Bank and all other loan documents executed and delivered thereunder (collectively, the “Frost Documents”) violate, or 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 or in a right of termination or cancellation of, or give rise to a right of purchase under, or accelerate the performance required by, or result in the creation of any Lien that is not a Permitted Encumbrance upon any of the properties of RIMCO or its Subsidiaries under, or result in being declared void, voidable, or without further binding effect, or otherwise result in a detriment to RIMCO or any of its Subsidiaries under any of the terms, conditions or provisions hereof of, any note, bond, mortgage, indenture, deed of trust, RIMCO Permit, lease, contract, agreement, joint venture or thereof other instrument or obligation to which RIMCO or any of its Subsidiaries is a party, or by which RIMCO or any of its Subsidiaries or any of their properties is bound or affected; or (iiii) conflicts contravene or conflict with or results in any breach of the Articles of Incorporation or bylaws of Premier, (ii) contravenes, conflicts with or would constitute a violation of any provision of any law, rule, regulation, judgment, injunction, order or decree binding upon Premier, or (iii) constitutes a default under or gives rise applicable to any right of termination, cancellation or acceleration of any right or obligation of Premier or any of its Subsidiaries or to a loss of any benefit to which Premier or any of its Subsidiaries is entitled under any provision of any agreement, contract or other instrument binding on Premier or any of its Subsidiaries or any license, franchise, permit or other similar authorization held by Premier RIMCO or any of its Subsidiaries, except, in the case of clauses matters described in clause (ii) and or (iii), as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. (b) Neither the execution and delivery by RIMCO of this Agreement nor the consummation by RIMCO of the transactions contemplated herein in accordance with the terms hereof will require any consent, approval or authorization of, or filing or registration with, any governmental or regulatory authority, other than the filings provided for in Article 1, except for (i) approvals and consents of governmental authorities that are routinely granted after the consummation of transactions of the nature contemplated in this Agreement, and (ii) any consent, approval or authorization, the failure of which to obtain and for any such contravention, conflict, violation, default, termination, cancellation, acceleration filing or loss that registration the failure of which to make would not have reasonably be expected to have, individually or in the aggregate, a material adverse Material Adverse Effect on RIMCO. (c) Other than as contemplated in Sections 3.6(a) and 3.6(b), no consents, assignments, waivers, authorizations or other certificates are necessary in connection with the transactions contemplated herein to provide for the continuation in full force and effect of all of the RIMCO Material Contracts or for RIMCO to consummate the transactions contemplated herein, except where the failure to receive such consents or other certificates would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Premier RIMCO. (d) Except as set out in Schedule 3.6 of the RIMCO Disclosure Schedule, neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated herein will: (i) result in any payment from RIMCO or its Subsidiaries (including severance, unemployment compensation, parachute payment, bonus or otherwise) becoming due to any director, employee or independent contractor of RIMCO or any of its Subsidiaries taken as a wholeunder any of the RIMCO Plans or otherwise; (ii) increase any benefits otherwise payable under any of the RIMCO Plans or otherwise; or (iii) result in the acceleration of the time of payment or vesting of any such benefits.

No Conflict. Other than Except as set forth in Section 4.4 of the filing of a Form 4 and an amendment ----------- to Premier's report on Schedule 13D under the Exchange ActPanavision Disclosure Letter, and no filing with, and no permit, authorization, consent or approval of, any Governmental Authority is necessary for the execution and delivery by Panavision of this Purchase Agreement and the Ancillary Agreements to which Panavision is or will be a party, the Registration Rights Agreement performance by Premier Panavision of its obligations hereunder and thereunder and the consummation by Premier Panavision of the transactions Transactions do not or will not, as applicable, (a) violate or conflict with any provision of, or result in the breach of, the certificate of incorporation, bylaws or other governing documents of any member of the Panavision Group, (b) assuming all consents, waivers, approvals, authorizations, designations and notifications contemplated hereby by Section 4.5 have been obtained and thereby, except for such all filings the failure of which to be contemplated by Section 4.5 have been made, individually violate or in the aggregate, could not reasonably be expected to have a material adverse effect on Premier, and its Subsidiaries, taken as a whole, or to prevent or materially delay the consummation of the transactions contemplated hereby and thereby. Neither the execution and delivery of this Purchase Agreement or the Registration Rights Agreement by Premier nor the consummation by Premier of the transactions contemplated hereby or thereby, nor compliance by Premier conflict with any of the provisions hereof or thereof (i) conflicts with or results in any breach of the Articles of Incorporation or bylaws of Premier, (ii) contravenes, conflicts with or would constitute a violation of any provision of any lawLaw applicable to any member of the Panavision Group or its properties or assets or, regulationwith respect to any Governmental Order, judgmentgive any Person the right to obtain any relief or exercise any remedy thereunder, injunction(c) violate or conflict with any provision of, order result in the breach of, constitute a default (or decree binding upon Premieran event that with or without notice or lapse of time or both would become a default) under, require any notice or consent under, or give to others any rights of termination, amendment, acceleration, suspension, revocation or cancellation of (or give rise to any penalty or modification of any obligation (including in the case of the Panavision Real Property Leases, any change in the amount or nature of the rent resulting) under pursuant to the express terms of) any Panavision Material Contract to which any member of the Panavision Group is a party or by which it or its properties or assets may be bound, or (iiid) constitutes a default under or gives rise to any right of termination, cancellation or acceleration result in the creation of any right or obligation of Premier or Lien (other than Permitted Liens) upon any of its Subsidiaries the properties or to a loss assets of any benefit to which Premier or member of the Panavision Group, including any of its Subsidiaries is entitled under any provision of any agreement, contract or other instrument binding on Premier or any of its Subsidiaries or any license, franchise, permit or other similar authorization held by Premier or any of its SubsidiariesPanavision Real Property, except, in the case of clauses (iib) and through (iiid), for to the extent that the occurrence of any such contraventionof the foregoing has not been, conflict, violation, default, termination, cancellation, acceleration or loss that would not have a reasonably be expected to be, individually or in the aggregate, material adverse effect on Premier or any of its Subsidiaries to the Panavision Group, taken as a whole.

No Conflict. Other than None of the filing execution, delivery or performance of a Form 4 this Agreement by Parent or Merger Sub, the consummation by Parent or Merger Sub of the Merger or any other transaction contemplated by this Agreement, or compliance by Parent or Merger Sub with any of the provisions of this Agreement will (with or without notice or lapse of time, or both): (a) subject to the Parent Stockholder Approval, conflict with or violate any provision of the certificate of incorporation or by-laws or similar organizational and an amendment ----------- to Premier's report on Schedule 13D under the Exchange Actgoverning documents of Parent or Merger Sub; (b) assuming that all consents, approvals, authorizations, confirmations, clearances, and no filing withpermits described in Section 4.5 have been obtained and all applications, filings, notifications, reports, registrations, and no permitsubmissions described in Section 4.5 have been made and any waiting periods thereunder have terminated or expired, authorization, conflict with or violate any Law applicable to Parent or Merger Sub or any other Subsidiary of Parent or any of their respective properties or assets; or (c) require any consent or approval under, violate, conflict with, result in any breach of or any loss of any benefit under, or constitute a default under, or result in termination or give to others any right of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien upon any Governmental Authority is necessary for the execution of this Purchase Agreement or the Registration Rights Agreement by Premier and the consummation by Premier of the transactions contemplated hereby respective properties or assets of any member of the Parent Group pursuant to, any Parent Material Contract, except, with respect to clauses (b) and thereby(c), except for any such filings the failure of conflicts, violations, consents, breaches, losses, defaults, other occurrences or Liens which to be made, individually or in the aggregate, could would not reasonably be expected to have a (x) be material adverse effect on Premier, and its Subsidiaries, taken as a whole, to the Parent Group or to (y) prevent or materially delay the consummation ability of Parent or Merger Sub to consummate the transactions contemplated hereby and thereby. Neither the execution and delivery of by this Purchase Agreement or the Registration Rights Agreement by Premier nor the consummation by Premier of the transactions contemplated hereby or thereby, nor compliance by Premier with any of the provisions hereof or thereof (i) conflicts with or results in any breach of the Articles of Incorporation or bylaws of Premier, (ii) contravenes, conflicts with or would constitute a violation of any provision of any law, regulation, judgment, injunction, order or decree binding upon Premier, or (iii) constitutes a default under or gives rise to any right of termination, cancellation or acceleration of any right or obligation of Premier or any of its Subsidiaries or to a loss of any benefit to which Premier or any of its Subsidiaries is entitled under any provision of any agreement, contract or other instrument binding on Premier or any of its Subsidiaries or any license, franchise, permit or other similar authorization held by Premier or any of its Subsidiaries, except, in the case of clauses (ii) and (iii), for any such contravention, conflict, violation, default, termination, cancellation, acceleration or loss that would not have a material adverse effect on Premier or any of its Subsidiaries taken as a wholeAgreement.

No Conflict. Other than Neither the filing of a Form 4 and an amendment execution, delivery, or performance by the ----------- to Premier's report on Schedule 13D under the Exchange Act, and no filing with, and no permit, authorization, consent or approval of, any Governmental Authority is necessary for the execution Borrower of this Purchase Agreement Credit Agreement, the Note, the Pledge Agreement, or the Registration Rights Agreement by Premier and any other Loan Document, the consummation by Premier of the transactions contemplated hereby and thereby, except for such filings the failure of which to be made, individually or in the aggregate, could not reasonably be expected to have a material adverse effect on Premier, and its Subsidiaries, taken as a whole, or to prevent or materially delay the consummation of the transactions contemplated hereby and thereby. Neither the execution and delivery of this Purchase Agreement or the Registration Rights Agreement by Premier nor the consummation by Premier Borrower of the transactions contemplated hereby or thereby, nor the performance by the Borrower of or compliance with the terms and conditions contained herein or therein to be performed or complied with by Premier with any of the provisions hereof or thereof Borrower will: (ia) conflicts with or results in any breach of the Articles of Incorporation or bylaws of Premier, (ii) contravenes, conflicts with or would constitute a violation of violate any provision of any law, regulation, judgmentor order of any court or other Person applicable to the Borrower, injunction, order or decree binding upon Premierthe ESOP Trust Agreement, or the ESOP Plan; (iiib) constitutes a default under or gives rise to violate any right of termination, cancellation or acceleration provision of any right indenture, agreement, or obligation of Premier other instrument to which the Borrower is a party or by which the Borrower or any of its Subsidiaries properties or to assets are bound; (c) conflict with, result in a loss breach of, or constitute (with notice, lapse of time, or both) a default under any such indenture, agreement, or other instrument; (d) result in the creation or imposition of any benefit lien, charge, or encumbrance of any nature whatsoever upon any of the properties or assets of the Borrower in favor of any Person other than the Lender; or (e) require the consent of or any notice to or filing with any Person except as otherwise expressly provided herein. All authorizations, consents, and approvals of any Person required in connection with the execution or delivery by the Trustee of this Credit Agreement, the Note, the Pledge Agreement, or any other Loan Document to which Premier the Borrower is a party or any in connection with the performance of the Borrower's obligations hereunder or thereunder have been obtained. This Credit Agreement has been duly and validly executed and delivered by the Borrower and constitutes the legal, valid, and binding obligation of the Borrower, enforceable against it in accordance with its Subsidiaries is entitled under any provision terms. Upon the execution and delivery of any agreementthe Note and the Pledge Agreement on the Closing Date, contract or other instrument the Note and the Pledge Agreement will constitute the legal, valid, and binding on Premier or any obligations of its Subsidiaries or any licensethe Borrower, franchise, permit or other similar authorization held by Premier or any of its Subsidiaries, except, enforceable against the Borrower in the case of clauses (ii) and (iii), for any such contravention, conflict, violation, default, termination, cancellation, acceleration or loss that would not have a material adverse effect on Premier or any of its Subsidiaries taken as a wholeaccordance with their respective terms.

No Conflict. Other than the filing of a Form 4 and an amendment ----------- to Premier's report on Schedule 13D under the Exchange Act, and no filing with, and no permit, authorization, consent or approval of, any Governmental Authority is necessary for the execution of this Purchase Agreement or the Registration Rights Agreement by Premier and the consummation by Premier of the transactions contemplated hereby and thereby, except for such filings the failure of which to be made, individually or in the aggregate, could not reasonably be expected to have a material adverse effect on Premier, and its Subsidiaries, taken as a whole, or to prevent or materially delay the consummation of the transactions contemplated hereby and thereby. Neither the execution and delivery of this Purchase Agreement or the Registration Rights Agreement by Premier nor the consummation by Premier of the transactions contemplated hereby or thereby, nor compliance by Premier with any of the provisions hereof or thereof (i) conflicts with or results Except in any breach of the Articles of Incorporation or bylaws of Premier, (ii) contravenes, conflicts with or would constitute a violation of any provision of any law, regulation, judgment, injunction, order or decree binding upon Premier, or (iii) constitutes a default under or gives rise to any right of termination, cancellation or acceleration of any right or obligation of Premier or any of its Subsidiaries or to a loss of any benefit to which Premier or any of its Subsidiaries is entitled under any provision of any agreement, contract or other instrument binding on Premier or any of its Subsidiaries or any license, franchise, permit or other similar authorization held by Premier or any of its Subsidiaries, except, in the case of clauses (ii) and (iii), for any such contravention, conflict, violation, default, termination, cancellation, acceleration or loss that would not have a material adverse effect on Premier the ability of each of Purchaser and MergerSub to perform its obligations under this Agreement or on the ability of each of Purchaser and MergerSub to consummate the transactions contemplated by this Agreement, neither Purchaser’s nor MergerSub’s execution, delivery and performance of this Agreement and any Ancillary Agreement to which either of them is a party, nor the consummation by Purchaser and MergerSub of the transactions contemplated hereby or thereby, will (a) conflict with or violate the Governing Documents of Purchaser or MergerSub, (b) result in a breach or default under or create in any Person the right terminate, cancel, accelerate or modify, or require any notice, consent or waiver under, any Contract to which Purchaser or MergerSub is a party or by which Purchaser or MergerSub is bound, in any case with or without due notice or lapse of time or both, or (c) result in the imposition of any Encumbrance (other than a Permitted Encumbrance) on any of the assets or properties of Purchaser or MergerSub. No consent of any Governmental Authority or any other Person is required by Purchaser or MergerSub in connection with the execution, delivery and performance of this Agreement and any Ancillary Agreement to which Purchaser and/or MergerSub is a party or the consummation by Purchaser and MergerSub of the transactions contemplated hereby or thereby, except for (i) the filing of the pre-merger notification and report form under the HSR Act, and the expiration or termination of the applicable waiting period thereunder, (ii) the filing of the Certificate of Merger with the Delaware Secretary of State and (iii) such other consents or approvals, the absence or omission of which would not, individually or in the aggregate, reasonably be expected to materially impair the ability of Purchaser or MergerSub to perform its Subsidiaries taken as respective obligations under this Agreement or any Ancillary Agreement to which either of them is a wholeparty.

No Conflict. Other than The Company is not in violation or default of any provision of its Charter or By-Laws. Except as set forth in Schedule 3.2(c) of the filing Company Disclosure Schedules, the execution, delivery and performance by the Company of a Form 4 this Agreement and an amendment ----------- to Premier's report on Schedule 13D under the Exchange ActAncillary Agreements do not, and no filing with, and no permit, authorization, consent or approval of, any Governmental Authority is necessary for the execution of this Purchase Agreement or the Registration Rights Agreement by Premier and the consummation by Premier of the transactions contemplated hereby and thereby, except for such filings the failure of which to be made, individually or in the aggregate, could not reasonably be expected to have a material adverse effect on Premier, and its Subsidiaries, taken as a whole, or to prevent or materially delay the consummation of the transactions contemplated hereby and thereby and compliance with the provisions hereof and thereof will not, result in a “change of control” (or similar event) under, or conflict with, or result in any default under, or give rise to an increase in, or right of termination, cancellation, acceleration or mandatory prepayment of, any obligation or to the loss of a benefit under, or result in the suspension, revocation, impairment, forfeiture or amendment of any term or provision of or the creation of any Encumbrance upon any of the properties or assets of the Company or any of its subsidiaries under, or require any consent or waiver under, any provision of (i) the Charter, the By-Laws or the comparable organizational documents of any of the Company’s subsidiaries, (ii) any Material Contract, (iii) any Material Indebtedness, (iv) any Collective Bargaining Agreement, Multiemployer Plans or Benefit Plans or (v) any Applicable Law, Judgment or Governmental Authorization, in each case applicable to the Company and its subsidiaries or their respective assets, except in the case of (ii), (iii), (iv) or (v), to the extent it does not or would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. No Governmental Authorization, order or authorization of, or registration, qualification, declaration or filing with, or notice to, any Governmental Entity is required to be obtained or made by or with respect to the Company or any of its subsidiaries in connection with the execution, delivery and performance of this Agreement or any of the Ancillary Agreements or the other transactions contemplated by this Agreement or the Ancillary Agreements, including the issuance of the Investor Securities, the Underlying Shares, the REF Warrants and the REF Underlying Shares (and any redemptions of the Warrants or REF Warrants pursuant to the terms thereof), except for (A) authorization of, or registration, qualification, declaration or filing with, or notice to, Gaming Authorities (which have been, or will be at the time required, duly performed by the Company), (B) notice to or consultation with Nasdaq (which has been, or will be at the time required, duly performed by the Company), and (C) such Governmental Authorizations, orders, authorizations, registrations, declarations, filings and notices, the failure of which to be obtained or made would not materially impair the Company’s ability to perform its obligations under this Agreement or the Ancillary Agreements or to consummate the transactions contemplated hereby or thereby. Neither Except as set forth in Schedule 3.2(c) of the Company Disclosure Schedules, neither the execution and delivery of this Purchase Agreement or the Registration Rights Agreement by Premier Agreement, nor the consummation by Premier of the transactions contemplated hereby, either alone or in combination with another event (whether contingent or otherwise) will, to the knowledge of the Company, (1) result in the payment of any “excess parachute payment” under Section 280G of the Code, (2) entitle any current or former employee, consultant or director of the Company or any of its subsidiaries to any material payment other than pursuant to the terms of the Real Estate Fund Formation Agreement, (3) increase the amount of compensation or benefits due to any such employee, consultant or director other than pursuant to the terms of the Real Estate Fund Formation Agreement, or (4) accelerate the vesting, funding or time of payment of any compensation, equity award or other benefit. After giving effect to the Rights Plan Amendment, none of the execution and delivery of this Agreement, the execution and delivery of any of the Ancillary Agreements, or the consummation of any of the transactions contemplated hereby or thereby, nor compliance by Premier with any thereby (including the issuance of the provisions hereof or Warrants and the Underlying Shares upon exercise thereof (i) conflicts with or results in any breach and the issuance of the Articles REF Warrants and the REF Underlying Shares upon exercise thereof) shall give any person the right to purchase any securities of Incorporation or bylaws of Premier, (ii) contravenes, conflicts with or would constitute a violation of any provision of any law, regulation, judgment, injunction, order or decree binding upon Premierthe Company pursuant to, or (iii) constitutes a default under or gives rise to shall otherwise trigger any right of terminationcomparable provisions under, cancellation or acceleration of any right or obligation of Premier or any of its Subsidiaries or to a loss of any benefit to which Premier or any of its Subsidiaries is entitled under any provision of any agreement, contract or other instrument binding on Premier or any of its Subsidiaries or any license, franchise, permit or other similar authorization held by Premier or any of its Subsidiaries, except, in the case of clauses (ii) and (iii), for any such contravention, conflict, violation, default, termination, cancellation, acceleration or loss that would not have a material adverse effect on Premier or any of its Subsidiaries taken as a wholeRights Plan.

No Conflict. Other than the filing of a Form 4 (a) The execution, delivery and an amendment ----------- to Premier's report on Schedule 13D under the Exchange Act, and no filing with, and no permit, authorization, consent performance by Bayer or approval of, any Governmental Authority is necessary for the execution its Affiliates of this Purchase Agreement and any Ancillary Agreements to which Bayer or the Registration Rights Agreement by Premier any of its Affiliates is a party, and the consummation by Premier of the transactions contemplated hereby and therebyRetirement or any other Transactions will not conflict with or result in any violation of or default under (with or without notice or lapse of time, except for or both), or give rise to a right of notice or termination, cancellation, modification or acceleration of any right or obligation or loss of any benefit under, or require any consent, approval or waiver from any Person pursuant to, or result in the creation of any Lien upon the Bayer LLP Interest pursuant to, (i) any Contract or order to which Bayer or any of its Affiliates is subject or (ii) any Laws applicable to Bayer, its Affiliates or the Bayer LLP Interest, in each case, other than where such filings the failure of which to conflict, violation, default, right, acceleration, consent, approval or waiver would not be madereasonably likely to, individually or in the aggregate, could not reasonably be expected to have a material adverse effect on Premierprevent, and its Subsidiaries, taken as a whole, hinder or to prevent or materially delay the consummation of the transactions contemplated hereby and thereby. Neither any Transaction or otherwise prevent, hinder or delay performance by Bayer or any of its Affiliates of any of its material obligations under this Agreement or any Ancillary Agreement. (b) No consent, notice, waiver, approval, order or authorization of, or registration, declaration or filing with, any Governmental Authority is required by, or with respect to, Bayer or any of its Affiliates in connection with the execution and delivery of this Purchase Agreement or the Registration Rights Agreement by Premier nor the consummation by Premier of the transactions contemplated hereby or thereby, nor compliance by Premier with any of the provisions hereof or thereof (i) conflicts with or results in any breach of the Articles of Incorporation or bylaws of Premier, (ii) contravenes, conflicts with or would constitute a violation of any provision of any law, regulation, judgment, injunction, order or decree binding upon Premier, or (iii) constitutes a default under or gives rise Ancillary Agreements to any right of termination, cancellation or acceleration of any right or obligation of Premier which Bayer or any of its Subsidiaries Affiliates is a party, or the consummation of the Retirement and the other Transactions except for such filings and notifications as may be required under the HSR Act, or any other applicable federal, state or foreign Laws or other legal restraint designed to a loss govern competition or prohibit, restrict or regulate actions with the purpose or effect of monopolization or restraint of trade (collectively, “Antitrust Laws”), to be made by Bayer or any such Affiliate, and the expiration or early termination of any benefit to which Premier applicable waiting periods under the HSR Act or any of its Subsidiaries is entitled under any provision of any agreement, contract or other instrument binding on Premier or any of its Subsidiaries or any license, franchise, permit or other similar authorization held by Premier or any of its Subsidiaries, except, in the case of clauses (ii) and (iii), for any such contravention, conflict, violation, default, termination, cancellation, acceleration or loss that would not have a material adverse effect on Premier or any of its Subsidiaries taken as a wholeapplicable foreign Antitrust Laws.

No Conflict. Other than the filing of a Form 4 and an amendment ----------- to Premier's report on Schedule 13D under the Exchange Act, and no filing with, and no permit, authorization, consent or approval of, any Governmental Authority is necessary (a) Except for the execution Required Consents set forth on the Required Consents Schedule, none of this Purchase Agreement or the Registration Rights Agreement by Premier and the consummation by Premier of the transactions contemplated hereby and thereby, except for such filings the failure of which to be made, individually or in the aggregate, could not reasonably be expected to have a material adverse effect on Premier, and its Subsidiaries, taken as a whole, or to prevent or materially delay the consummation of the transactions contemplated hereby and thereby. Neither the execution and delivery by Buyer of this Purchase Agreement or the Registration Rights Agreement by Premier nor Transaction Documents to which it is a party, the consummation by Premier of the transactions contemplated hereby or thereby, nor or the compliance by Premier Buyer or any of the Fortress Fund Entities with any of the provisions hereof or thereof will (i) conflicts with conflict with, or results result in any breach or violation of the Articles any terms of Incorporation provisions of its Organizational Documents or bylaws of Premier, (ii) contravenes, conflicts with or would constitute result in a violation of any provision of any law, regulation, judgment, injunction, order or decree binding upon PremierLaw, or (iii) constitutes a with or without notice or lapse of time (or both), result in any violation of or default under (or gives give rise to any a right of termination, cancellation cancellation, vesting, amendment, acceleration, purchase or acceleration sale under), or result in the triggering of any right payment or obligation creation of Premier a Lien (other than a Permitted Lien or Liens created by this Agreement) upon any of its Subsidiaries the properties or to a loss assets of Buyer pursuant to, any benefit Contract to which Premier Buyer is a party or any of by which Buyer or its Subsidiaries is entitled under any provision of any agreement, contract properties or other instrument binding on Premier or any of its Subsidiaries or any license, franchise, permit or other similar authorization held by Premier or any of its Subsidiariesassets are bound, except, in the case of clauses (ii) and or (iii), for any such contraventionconflicts, conflictviolations, violationdefaults, default, termination, cancellation, acceleration terminations or loss that cancellations or other consequences as would not have reasonably be expected to, individually or in the aggregate, prevent or materially delay the ability of Buyer to enter into and perform its obligations under this Agreement or the Transaction Documents to which it is a material adverse effect party or consummate the transactions contemplated hereby or thereby. (b) Except for the Required Consents set forth on Premier the Required Consents Schedule, no consent, waiver, approval, order or Permit of, or declaration or filing with, or notification to any Governmental Entity or other Person is required on the part of Buyer in connection with the execution and delivery by Buyer of this Agreement or the other Transaction Documents to which it is a party or the consummation by Buyer of the transactions contemplated hereby or thereby, except for such consents, waivers, approvals, orders, Permits, declarations, filings or notifications, the failure of which to make or obtain, would not, individually or in the aggregate, reasonably be expected to prevent or materially delay the ability of Buyer to enter into and perform its Subsidiaries taken as obligations under this Agreement or the Transaction Documents to which it is a wholeparty or consummate the transactions contemplated hereby or thereby.

No Conflict. Other than the filing of a Form 4 and an amendment ----------- to Premier's report Except as set forth on Schedule 13D under 3.2(e) hereto, except as specifically contemplated in this Agreement and except as would not have a Material Adverse Effect, the Exchange Actexecution, delivery and no filing withperformance by Holdings of this Agreement and the consummation by it of the transactions contemplated hereby: (i) will not violate any provision of law, and no permitrule or regulation, authorizationorder, judgment or decree applicable to Holdings or any of its Subsidiaries; (ii) will not require any consent or approval of, or filing with or notice to, any Governmental Authority is necessary for the execution governmental or regulatory authority under any provision of this Purchase Agreement law applicable to Holdings or the Registration Rights Agreement by Premier and the consummation by Premier of the transactions contemplated hereby and therebyits Subsidiaries, except for such filings the failure of Antitrust Improvements Act and the Exchange Act and except for any consent, approval, filing or notice requirements which to be made, individually or in the aggregate, could not reasonably be expected to have a material adverse effect on Premier, and its Subsidiaries, taken become applicable solely as a whole, or to prevent or materially delay the consummation result of the transactions contemplated hereby and thereby. Neither the execution and delivery specific regulatory status of this Purchase Agreement Parent or the Registration Rights Agreement by Premier nor the consummation by Premier its affiliates or which Parent or its affiliates are otherwise required to obtain; (iii) will not violate any provision of the transactions contemplated hereby or thereby, nor compliance by Premier with any of the provisions hereof or thereof (i) conflicts with or results in any breach of the Articles Certificate of Incorporation or bylaws Bylaws of PremierHoldings or any of its Subsidiaries; (iv) will not require any consent, (ii) contravenesapproval or notice under, conflicts with and will not conflict with, or would result in the breach or termination of, or constitute a violation of any provision of any law, regulation, judgment, injunction, order or decree binding upon Premierdefault under, or (iii) constitutes a default under or gives rise to any right of termination, cancellation or result in the acceleration of any right or obligation of Premier the performance by Holdings or any of its Subsidiaries under, any indenture, mortgage, deed of trust, lease, license, franchise, contract, agreement or to a loss of any benefit other instrument to which Premier Holdings or any of its Subsidiaries is entitled under a party or by which any provision of any agreementthem, contract or other instrument binding on Premier or any of their assets are bound or encumbered; or (v) will not entitle any employee of Holdings or its Subsidiaries or any license, franchise, permit to severance or other similar authorization held by Premier related payments, or create any of its Subsidiaries, except, other material change in the case of clauses (ii) and (iii), for any such contravention, conflict, violation, default, termination, cancellation, acceleration or loss that would not have a material adverse effect on Premier or any of its Subsidiaries taken as a wholecontrol related obligations to employees.

No Conflict. Other than (a) The execution, delivery and performance of this Agreement and the filing of a Form 4 and an amendment ----------- to Premier's report on Schedule 13D under the Exchange ActAncillary Agreements by such Seller does not, and no filing with, and no permit, authorization, consent or approval of, any Governmental Authority is necessary for the execution of this Purchase Agreement or the Registration Rights Agreement by Premier and the consummation by Premier of the transactions contemplated hereby and thereby, except for such filings the failure of which to be made, individually or in the aggregate, could not reasonably be expected to have a material adverse effect on Premier, and its Subsidiaries, taken as a whole, or to prevent or materially delay the consummation of the transactions contemplated hereby and thereby. Neither the execution and delivery of this Purchase Agreement Transaction by such Seller will not, conflict with, or the Registration Rights Agreement by Premier nor the consummation by Premier of the transactions contemplated hereby or thereby, nor compliance by Premier with any of the provisions hereof or thereof (i) conflicts with or results result in any breach of the Articles of Incorporation or bylaws of Premier, (ii) contravenes, conflicts with or would constitute a violation of any provision of any law, regulation, judgment, injunction, order or decree binding upon Premierdefault under, or (iii) constitutes a default under or gives give rise to any a right of termination, cancellation or acceleration of any right or obligation with notice, lapse of Premier time or both, or result in the creation of any Lien on any of the properties or assets of such Seller, under, (i) any Contract to which such Seller is a party or by which any of such Seller's properties or assets are bound, (ii) any Judgment applicable to such Seller or any of its Subsidiaries such Seller's properties or assets, (iii) to a loss the knowledge of such Seller, and subject to the matters referred to in Section 2.05(b), any benefit Applicable Law applicable to which Premier such Seller or any of its Subsidiaries such Seller's properties or assets or (iv) with respect to any Seller that is entitled under any provision of any a trust, partnership, limited liability company or corporation, the trust agreement, contract partnership agreement, limited liability company agreement, articles of incorporation, or other instrument binding on Premier or any corporate formation documents of its Subsidiaries or any license, franchise, permit or other similar authorization held by Premier or any of its Subsidiaries, exceptsuch Seller, in the case of each of clauses (i), (ii) and (iii)) in a manner that could reasonably be expected to materially impair such Seller's ability to consummate the Transaction. (b) No Consent of, for or registration, declaration or filing with, or notice to any Governmental Entity is required to be obtained or made with respect to such contraventionSeller in connection with the execution, conflictdelivery and performance of this Agreement or the Ancillary Agreements or the consummation of the Transaction, violationother than (i) compliance with and filings under the HSR Act and similar compliance and filings with non-U.S. Governmental Entities having authority over merger, defaultcontrol or competition laws, termination(ii) those that may be required solely by reason of the participation of Purchaser or Purchaser's affiliates in the Transaction, cancellation(iii) filings required under the Securities Act or the Exchange Act and (iv) those the failure of which to obtain or make, acceleration individually or loss that in the aggregate, would not have a material adverse effect on Premier or any of its Subsidiaries taken as a wholereasonably be expected to materially impair such Seller's ability to consummate the Transaction.

No Conflict. Other than The execution, delivery and performance by the filing of a Form 4 and an amendment ----------- to Premier's report on Schedule 13D under the Exchange Act, and no filing with, and no permit, authorization, consent or approval of, any Governmental Authority is necessary for the execution of this Purchase Agreement or the Registration Rights Agreement by Premier and the consummation by Premier Company of the transactions contemplated hereby Transaction Documents, the issuance and therebysale of the Offer Shares and compliance by the Company with the terms thereof, except for such filings the failure of which to be made, individually or in the aggregate, could not reasonably be expected to have a material adverse effect on Premier, and its Subsidiaries, taken as a whole, or to prevent or materially delay the consummation of the transactions contemplated hereby under the Transaction Documents, and thereby. Neither the execution and delivery of this Purchase Agreement or the Registration Rights Agreement by Premier nor the consummation by Premier fulfillment of the transactions contemplated hereby terms hereof or therebythereof, nor compliance by Premier do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any properties or assets of the Company or any of the provisions hereof or thereof (i) conflicts with or results Subsidiaries pursuant to, the Agreements and Instruments, nor will such action result in any breach violation of the Articles provisions of Incorporation the charter, by-laws or bylaws similar organizational document of Premier, (ii) contravenes, conflicts with the Company or would constitute a violation of any provision of any law, statute, rule, regulation, judgment, injunctionorder, order writ or decree binding upon Premier, or (iii) constitutes a default under or gives rise to any right of termination, cancellation or acceleration of any Governmental Authority. Except as disclosed in the Hong Kong Public Offering Documents, no consent, approval, authorization, filing with, order, registration or qualification of or with any court or arbitrator or governmental or regulatory authority is required for the execution, delivery and performance by the Company of each of the Transaction Documents, the sale and delivery of the Offer Shares and the consummation of the transactions contemplated by the Transaction Documents except for such as have been obtained, for the registration of the Offer Shares under the Securities Act, the listing of the Offer Shares on the SEHK and for such consents, approvals, authorizations, orders, registrations or qualifications as may be required under U.S. state securities laws, such governmental authorizations as may be required under applicable state securities or blue sky laws or any laws of jurisdictions outside the PRC, C▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ in connection with the purchase and distribution of the Offer Shares by the Underwriters. As used herein, a “Repayment Event” means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or obligation repayment of Premier all or a portion of such indebtedness by the Company or any of its Subsidiaries or to a loss of any benefit to which Premier or any of its Subsidiaries is entitled under any provision of any agreement, contract or other instrument binding on Premier or any of its Subsidiaries or any license, franchise, permit or other similar authorization held by Premier or any of its the Subsidiaries, except, in the case of clauses (ii) and (iii), for any such contravention, conflict, violation, default, termination, cancellation, acceleration or loss that would not have a material adverse effect on Premier or any of its Subsidiaries taken as a whole.

No Conflict. Other than (i) Each Seller, for himself, herself or itself, represents and warrants that (A) the filing execution and delivery by such Seller of this Agreement and the Related Agreement to which he, she or it is a Form 4 party (when so executed and an amendment ----------- to Premier's report on Schedule 13D under the Exchange Actdelivered), and no filing withsuch Seller’s compliance with the terms and conditions hereof and thereof, and no permit, authorization, consent or approval of, any Governmental Authority is necessary for the execution of this Purchase Agreement or the Registration Rights Agreement by Premier and the consummation by Premier such Seller of the transactions contemplated hereby and thereby, except for do not and will not (A) violate its Organizational Documents, if such filings Seller is not a natural Person, (B) subject to obtaining the failure of which authorizations referred to be madein Section 5.1(d), individually violate any provision of, or require any consent, authorization, or approval under, any Law, Order or Contract applicable to such Seller, or (C) result in the aggregatecreation of any Lien, could not reasonably be expected to have a material adverse effect on Premiercharge or other encumbrance upon the Purchased Shares. (ii) The execution and delivery of this Agreement and the Related Agreement (when so executed and delivered), and its SubsidiariesSellers’ compliance with the terms and conditions hereof and thereof, taken as a whole, or to prevent or materially delay and the consummation by Sellers of the transactions contemplated hereby and thereby. Neither , do not and will not (A) violate the execution and delivery Organizational Documents of this Purchase Agreement or the Registration Rights Agreement by Premier nor the consummation by Premier of the transactions contemplated hereby or thereby, nor compliance by Premier with any of the provisions hereof Companies, (B) to Sellers’ Knowledge, subject to obtaining the authorizations referred to in Section 5.1(d), violate any provision of, or thereof (i) conflicts with require any consent, authorization, or results in approval under, any breach Law or Order applicable to any of the Articles of Incorporation or bylaws of PremierCompanies, (iiC) contravenesto Sellers’ Knowledge, conflicts with or would except as set forth in Section 5.1(c) of the Disclosure Schedules, violate, result in a breach of, constitute a violation default under, accelerate or permit the acceleration of the performance required by, or require any consent, authorization, or approval under, any Material Contract or Permit to which any of the Companies is a party or by which any of the Companies is bound or to which any of the assets or properties of any provision of any law, regulation, judgment, injunction, order or decree binding upon Premierthe Companies are subject, or (iiiD) constitutes a default under or gives rise to any right of termination, cancellation or acceleration result in the creation of any right Lien, charge or obligation of Premier other encumbrance upon the Purchased Shares or any of its Subsidiaries Lien upon the assets or to a loss properties of any benefit to which Premier or any of its Subsidiaries is entitled under any provision of any agreement, contract or other instrument binding on Premier or any of its Subsidiaries or any license, franchise, permit or other similar authorization held by Premier or any of its Subsidiaries, except, in the case of clauses (ii) and (iii), for any such contravention, conflict, violation, default, termination, cancellation, acceleration or loss that would not have a material adverse effect on Premier or any of its Subsidiaries taken as a wholeCompanies.