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200610793 (b) Authorization of Transaction. MIDLAND has full power and authority (including full corporate power and authority) to execute and deliver this Agreement and to perform its obligations hereunder. This Agreement constitutes the valid and legally binding obligation of MIDLAND, enforceable in accordance with its terms and conditions. MIDLAND needs not give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order to consummate the transactions contemplated by this Agreement. (c) Non- Contravention. Neither the execution and the delivery of this Agreement, nor the consummation of the transactions contemplated hereby, will (1) violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge or other restriction of any government, governmental agency, or court to which MIDLAND is subject or any provision of its charter or bylaw or (2) conflict with, result in a breach of, constitute a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify, or cancel, or require any notice under any agreement, contract, lease, license, instrument, or other arrangement to which B & R is a party or by which it is bound or to which any of its assets are subject. (d) Tax -Free Transaction. MIDLAND shall take no action which causes the transaction to be treated as a taxable transaction for the STOCKHOLDERS under the Internal Revenue Code. 3. REPRESENTATIONS AND WARRANTIES OF B & R AND THE STOCKHOLDERS. Each of the STOCKHOLDERS and B & R represents and warrants to MIDLAND that the statements contained in this Section 3 are correct and complete as of the date of this Agreement. (a) Organization of B & R. B & R is a corporation duly organized on August 15, 1986, in the State of Nebraska and has conducted business operations since its formation. (b) Authorization of Transaction. Each of the STOCKHOLDERS has authority to enter into this Agreement and to carry out its obligations hereunder. This Agreement has been duly executed and delivered by each of the STOCKHOLDERS and constitutes their valid and binding obligation, enforceable against each of the STOCKHOLDERS in accordance with its terms. (c) Capitalization. There are 10,000 shares of common stock of B & R authorized, all of which are outstanding. All of the issued and outstanding shares of common stock have been duly authorized, are validly issued, fully paid, and non -- assessable. -2-