This Agreement has been validly authorized, executed and delivered by the board of directors and officers of BJNTY and is a valid and binding agreement enforceable in accordance with its terms, subject to the general principles of equity and to bankruptcy or other laws affecting the enforcement of creditors’ rights generally. The execution, delivery and performance of this Agreement by BJNTY does not and will not conflict with, violate or cause a breach of any agreement, contract or instrument to which BJNTY is a party.   The entering into of this Agreement and the transactions contemplated hereby do not and will not result in the violation of any of the terms and provisions of any law applicable to, or the charter or other organizational documents, bylaws or other governing documents of, BJNTY or of any agreement, written or oral, to which BJNTY may be a party or by which BJNTY is or may be bound.