Common use of Authority; No Conflict; Required Filings and Consents Clause in Contracts

Authority; No Conflict; Required Filings and Consents. (a) Acquisition LLC has all requisite power and authority to enter into this Agreement and, subject to the adoption of this Agreement by Acquisition LLC’s members (the “Members”) under the MLLCA, to consummate the transactions contemplated by this Agreement. The execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement by Acquisition LLC have been duly authorized by all necessary corporate action on the part of Acquisition LLC, subject only to the adoption of this Agreement by the Members. This Agreement has been duly executed and delivered by Acquisition LLC and constitutes the valid and binding obligation of Acquisition LLC, enforceable in accordance with its terms, except that the enforceability of this Agreement is subject only to the adoption of this Agreement by the Members. (b) The execution and delivery of this Agreement by Acquisition LLC does not, and the consummation of the transactions contemplated by this Agreement will not, (i) conflict with, or result in any violation or breach of, any provision of the Articles of Organization, Operating Agreement or other organizational document of Acquisition LLC, (ii) conflict with, or result in any violation or breach of, or constitute (with or without notice or lapse of time, or both) a default (or give rise to a right of termination, cancellation or acceleration of any obligation or loss of any material benefit) under, require a consent or waiver under, or result in the creation of a security interest, lien, claim, pledge, agreement, limitations in Acquisition LLC’s voting right, charge or other encumbrance of any nature on any of the properties or assets of Acquisition LLC pursuant to any of the terms, conditions or provisions of, any note, bond, mortgage, indenture, lease, license, contract, articles, articles supplementary or other agreement, instrument or obligation to which Acquisition LLC is a party or by which Acquisition LLC or any of its properties or assets may be bound, or (iii) conflict with or violate any permit, concession, franchise, license, judgment, injunction, order, decree, statute, law, ordinance, rule or regulation applicable to Acquisition LLC or any of its properties or assets. (c) No consent, approval, license, permit, order or authorization of, or registration, declaration, notice or filing with, any Governmental Entity is required by or with respect to Acquisition LLC in connection with the execution and delivery of this Agreement or the consummation of the transactions contemplated by this Agreement, except for (i) the filing of the Acquisition LLC Articles of Merger with the Maryland Department of Assessments and Taxation and of the Fund Articles of Merger with the Florida Department of State, (ii) the filing of the Registration Statement with the SEC in accordance with the Securities Act, and (iii) the compliance with any state securities laws. (d) As of the date hereof and as of the Effective Time, the Members have adopted this Agreement and approved the Merger and the other transactions contemplated hereby. (e) There is no agreement or order binding upon Acquisition LLC or any of its assets or properties which has had or could reasonably be expected to have the effect of prohibiting or impairing any business practice of Acquisition LLC or the conduct of business by Acquisition LLC as currently conducted or as proposed to be conducted by Acquisition LLC. Acquisition LLC is not subject to any non-competition, non-solicitation or similar restriction on its business.

Authority; No Conflict; Required Filings and Consents. (a) Acquisition LLC The Fund has all requisite power and authority to enter into this Agreement and, subject to the adoption approval of this Agreement by Acquisition LLC’s members (the “Members”) Partners under the MLLCAFRULPA and the Fund LP Agreement, to consummate the transactions contemplated by this Agreement. The execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement by Acquisition LLC the Fund have been duly authorized by all necessary corporate action on the part of Acquisition LLCthe Fund, subject only to the adoption approval of this Agreement by the MembersPartners under the FRULPA and the Fund LP Agreement. This Agreement has been duly executed and delivered by Acquisition LLC the Fund and constitutes the valid and binding obligation of Acquisition LLCthe Fund, enforceable in accordance with its terms, except that the enforceability of this Agreement is subject only to the adoption approval of this Agreement by the MembersPartners under the FRULPA and the Fund LP Agreement. (b) The execution and delivery of this Agreement by Acquisition LLC the Fund does not, and, subject to the approval of this Agreement by the Partners under the FRULPA and the Fund LP Agreement, the consummation of the transactions contemplated by this Agreement will not, (i) conflict with, or result in any violation or breach of, any provision of the Articles of OrganizationFund LP Certificate, Operating the Fund LP Agreement or the charter, bylaws, or other organizational document of Acquisition LLCany of the Fund’s Subsidiaries, (ii) except as set forth on Section 4.3(b) of the Fund Disclosure Schedule, conflict with, or result in any violation or breach of, or constitute (with or without notice or lapse of time, or both) a default (or give rise to a right of termination, cancellation or acceleration of any obligation or loss of any material benefit) under, require a consent or waiver under, or result in the creation of a security interest, lien, claim, pledge, agreement, limitations in Acquisition LLCthe Fund’s voting right, charge or other encumbrance of any nature on any of the properties or assets of Acquisition LLC the Fund or any of its Subsidiaries pursuant to any of the terms, conditions or provisions of, any note, bond, mortgage, indenture, lease, license, contract, articles, articles supplementary contract or other agreement, instrument or obligation to which Acquisition LLC the Fund or any of its Subsidiaries is a party or by which Acquisition LLC any of them or any of its their properties or assets may be bound, or (iii) subject to compliance with the requirements specified in clauses (i), (ii), (iii) and (iv) of Section 4.3(c), conflict with or violate any permit, concession, franchise, license, judgment, injunction, order, decree, statute, law, ordinance, rule or regulation applicable to Acquisition LLC the Fund or any of its Subsidiaries or any of its or their properties or assets; or (iv) except as set forth on Section 4.3(b) of the Fund Disclosure Schedule, require the Fund under the terms of any agreement, contract, arrangement or understanding to which it is a party or by which it or its assets are bound, to obtain the consent or approval of, or provide notice to, any other party to any such agreement, contract, arrangement or understanding, except in the case of clauses (i), (ii), (iii) and (iv) of this Section 4.3(b) for any such conflicts, violations, breaches, defaults, terminations, cancellations, accelerations, losses, failure to obtain consent or approval or failure to notify which could not, individually or in the aggregate, reasonably be expected to have a Fund Material Adverse Effect. (c) No consent, approval, license, permit, order or authorization of, or registration, declaration, notice or filing with, any Governmental Entity is required by or with respect to Acquisition LLC the Fund or any of its Subsidiaries in connection with the execution and delivery of this Agreement or the consummation of the transactions contemplated by this Agreement, except for (i) the filing of the Acquisition LLC Articles of Merger with the Maryland Department of Assessments and Taxation and Taxation, the filing of the Fund Articles of Merger with the Florida Department of State, and appropriate corresponding documents with the Secretaries of State of other states in which the Fund is qualified as a foreign corporation to transact business, (ii) the filing of the Registration Statement reports with the SEC in accordance with the Securities Exchange Act, and (iii) the compliance with any state securities laws, and (iv) any consent, approval, license, permit, order, authorization, registration, declaration, notice or filing, which, if not obtained or made, could not, individually or in the aggregate, reasonably be expected to have a Fund Material Adverse Effect. (d) As of the date hereof of this Agreement, the General Partners have (i) unanimously approved and as declared advisable this Agreement to which the Fund is a party, (ii) determined that the transactions contemplated hereby are advisable, fair to and in the best interests of the Effective TimePartners, (iii) resolved to recommend approval of this Agreement, the Members have adopted Merger, and the other transactions contemplated hereby to the Partners and (iv) directed that this Agreement be submitted to the Partners for their approval and approved authorization. As of the date of this Agreement, none of the General Partners have withdrawn, rescinded or modified such approvals, determination, and resolutions to recommend. The affirmative vote of all of the General Partners and the holders of a majority of Fund Interests is the only vote of the holders of any interest in the Fund necessary to approve and authorize this Agreement, the Merger and the other transactions contemplated hereby. (e) There Except as set forth in Section 4.3(e) of the Fund Disclosure Schedule, to the Fund’s Knowledge, there is no agreement or order binding upon Acquisition LLC the Fund or any of its Subsidiaries or any of their assets or properties which has had or could reasonably be expected to have the effect of prohibiting or materially impairing any current business practice of Acquisition LLC the Fund or any of its Subsidiaries or the conduct of business by Acquisition LLC the Fund or any of its Subsidiaries as currently conducted or as proposed to be conducted by Acquisition LLCthe Fund or any of its Subsidiaries. Acquisition LLC To the Fund’s Knowledge, neither the Fund nor any of its Subsidiaries is not subject to any non-competition, non-solicitation or similar restriction on its businesstheir respective businesses. “Fund’s Knowledge” means knowledge of a particular fact or other matter by Xxxxx X. Xxxxxx, Xx. or Xxxxxx X. Xxxxxx, if such individual is actually aware of such fact or other matter.

Authority; No Conflict; Required Filings and Consents. (a) Acquisition LLC The Company has all requisite corporate power and authority to enter into this Agreement and, subject to the adoption of this Agreement by Acquisition LLCthe Company’s members (the “Members”) stockholders under the MLLCAMGCL, to consummate the transactions contemplated by this Agreement. The execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement by Acquisition LLC the Company have been duly authorized by all necessary corporate action on the part of Acquisition LLCthe Company, subject only to the adoption of this Agreement by the MembersCompany’s stockholders under the MGCL. This Agreement has been duly executed and delivered by Acquisition LLC the Company and constitutes the valid and binding obligation of Acquisition LLCthe Company, enforceable in accordance with its terms, except that the enforceability of this Agreement is subject only to the adoption of this Agreement by the MembersCompany’s stockholders under the MGCL. (b) The execution and delivery of this Agreement by Acquisition LLC the Company does not, and the consummation of the transactions contemplated by this Agreement will not, (i) conflict with, or result in any violation or breach of, any provision of the Restated Articles of OrganizationIncorporation or Bylaws of the Company or the charter, Operating Agreement Bylaws, or other organizational document of Acquisition LLCany of its Subsidiaries, (ii) except as set forth in Section 3.3(b) of the Company Disclosure Schedule, conflict with, or result in any violation or breach of, or constitute (with or without notice or lapse of time, or both) a default (or give rise to a right of termination, cancellation or acceleration of any obligation or loss of any material benefit) under, require a consent or waiver under, or result in the creation of a security interest, lien, claim, pledge, agreement, limitations in Acquisition LLCthe Company’s voting right, charge or other encumbrance of any nature on any of the properties or assets of Acquisition LLC the Company or any of its Subsidiaries pursuant to any of the terms, conditions or provisions of, any note, bond, mortgage, indenture, lease, license, contract, articles, articles supplementary or other agreement, instrument or obligation to which Acquisition LLC the Company or any of its Subsidiaries is a party or by which Acquisition LLC any of them or any of its their properties or assets may be bound, or (iii) subject to compliance with the requirements specified in clauses (i), (ii), (iii), (iv) and (v) of Section 3.3(c), conflict with or violate any permit, concession, franchise, license, judgment, injunction, order, decree, statute, law, ordinance, rule or regulation applicable to Acquisition LLC the Company or any of its Subsidiaries or any of its or their properties or assets; or (iv) require the Company under the terms of any agreement, contract, arrangement or understanding to which it is a party or by which it or its assets are bound, to obtain the consent or approval of, or provide notice to, any other party to any such agreement, contract, articles, articles supplementary, arrangement or understanding, except in the case of clauses (ii), (iii) and (iv) of this Section 3.3(b) for any such conflicts, violations, breaches, defaults, terminations, cancellations, accelerations, losses, failure to obtain consent or approval or failure to notify which could not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. (c) No consent, approval, license, permit, order or authorization of, or registration, declaration, notice or filing with, any court, arbitrational tribunal, administrative agency or commission or other governmental or regulatory authority or agency (a “Governmental Entity Entity”) is required by or with respect to Acquisition LLC the Company or any of its Subsidiaries in connection with the execution and delivery of this Agreement or the consummation of the transactions contemplated by this Agreement, except for (i) the filing of the Acquisition LLC Articles of Merger with the Maryland Department of Assessments and Taxation and of the Fund Articles of Merger with the Florida Department of State, (ii) the filing of reports with the Securities and Exchange Commission (the “SEC”) in accordance with the Securities Exchange Act of 1934, as amended, and the rules promulgated thereunder (the “Exchange Act”), (iii) the filing of the Registration Statement (as defined herein) with the SEC in accordance with the Securities ActAct of 1933, as amended, and the rules promulgated thereunder (iiithe “Securities Act”), (iv) the compliance with any state securities laws, and (v) any consent, approval, license, permit, order, authorization, registration, declaration, notice or filing, which, if not obtained or made, could not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. (d) As of the date hereof and as of the Effective Time, the Members have adopted Board of Directors of the Company has, at a meeting duly called and held, (i) unanimously approved this Agreement to which the Company is a party, (ii) determined that the transactions contemplated hereby are advisable, fair to and in the best interests of the stockholders of the Company, (iii) resolved to recommend adoption of this Agreement and approved the Merger and the other transactions contemplated hereby to the stockholders of the Company, and (iv) directed that this Agreement be submitted to the stockholders of the Company for their approval and authorization. The Board of Directors has not withdrawn, rescinded or modified such approvals, determination, and resolutions to recommend. The affirmative vote of a majority of all outstanding shares of Company Common Stock and Company Series B Preferred Stock are the only votes of the holders of any class or series of capital stock of the Company necessary to approve and authorize this Agreement, the Merger and the other transactions contemplated hereby. The holders of the Company Series A Preferred Stock have no right to vote on the approval of this Agreement, the Merger and the other transactions contemplated hereby. As of the date of this Agreement, the holders of the Company Common Stock and Company Preferred Stock that are parties to the Company Stockholders’ Agreement own (beneficially and of record) and have the right to vote, in the aggregate, approximately 2.2% of the total issued and outstanding Company Common Stock. (e) There To the Company’s Knowledge, there is no agreement or order binding upon Acquisition LLC the Company or any of its Subsidiaries or any of their assets or properties which has had or could reasonably be expected to have the effect of prohibiting or impairing any business practice of Acquisition LLC the Company or any of its Subsidiaries or the conduct of business by Acquisition LLC the Company or any of its Subsidiaries as currently conducted or as proposed to be conducted by Acquisition LLCthe Company or any of its Subsidiaries. Acquisition LLC To the Company’s Knowledge, neither the Company nor any of its Subsidiaries is not subject to any non-competition, non-solicitation or similar restriction on its businesstheir respective businesses.

Authority; No Conflict; Required Filings and Consents. (a) Acquisition LLC Each of the Parent and the Merger Sub has all requisite corporate power and authority to enter into this Agreement andAgreement, subject to the adoption of this Agreement by Acquisition LLC’s members (the “Members”) under the MLLCA, perform its obligations hereunder and to consummate the Merger and the other transactions contemplated by this Agreement. The execution and delivery of this Agreement by the Parent and the Merger Sub and the consummation by the Parent and the Merger Sub of the Merger and the other transactions contemplated by this Agreement by Acquisition LLC have been duly authorized by all necessary corporate action on the part of Acquisition LLC, subject only to each of the Parent and the Merger Sub (other than the adoption of this Agreement by the MembersParent in its capacity as the sole stockholder of the Merger Sub, which shall occur prior to the Closing Date). This Agreement has been duly executed and delivered by Acquisition LLC each of the Parent and the Merger Sub and constitutes the valid and binding obligation of Acquisition LLCeach of the Parent and the Merger Sub, enforceable in accordance with its terms, except that the enforceability of this Agreement is subject only to the adoption of this Agreement by the MembersBankruptcy and Equity Exception. (b) The execution and delivery of this Agreement by Acquisition LLC does each of the Parent and the Merger Sub do not, and the consummation by the Parent and the Merger Sub of the Merger and the other transactions contemplated by this Agreement will shall not, (i) conflict with, or result in any violation or breach of, any provision of the Articles Certificate of Organization, Operating Agreement Incorporation or other organizational document By-laws of Acquisition LLCthe Parent or the Merger Sub, (ii) conflict with, or result in any violation or breach of, or constitute (with or without notice or lapse of time, or both) a default (or give rise to a right of termination, cancellation or acceleration of any obligation or loss of any material benefit) under, or require a consent or waiver under, or result in the creation of a security interest, lien, claim, pledge, agreement, limitations in Acquisition LLC’s voting right, charge or other encumbrance of any nature on any of the properties or assets of Acquisition LLC pursuant to any of the terms, conditions or provisions of, of any note, bond, mortgage, indenture, lease, license, contract, articles, articles supplementary contract or other agreement, instrument or obligation to which Acquisition LLC the Parent or the Merger Sub is a party or by which Acquisition LLC either of them or any of its their properties or assets may be bound, or (iii) subject to compliance with the requirements specified in clauses (i) through (iii) of Section 4.2(c), conflict with or violate any permit, concession, franchise, license, judgment, injunction, order, decree, statute, law, ordinance, rule or regulation applicable to Acquisition LLC the Parent or the Merger Sub or any of its their properties or assets, except in the case of clauses (ii) and (iii) of this Section 4.2(b) for any such conflicts, violations, breaches, defaults, terminations, cancellations, accelerations or losses which, individually or in the aggregate, would not reasonably be expected to materially impair the ability of the Parent or the Merger Sub to consummate the transactions contemplated hereunder. (c) No consent, approval, license, permit, order or authorization of, or registration, declaration, notice or filing with, with any Governmental Entity is required by or with respect to Acquisition LLC the Parent or the Merger Sub in connection with the execution and delivery of this Agreement or the consummation by the Parent or the Merger Sub of the Merger or any of the other transactions contemplated by this Agreement, except for (i) the filing of the Acquisition LLC Articles Certificate of Merger with the Maryland Department Delaware Secretary of Assessments State and Taxation and of the Fund Articles of Merger appropriate corresponding documents with the Florida Department appropriate authorities of Stateother states in which the Company is qualified as a foreign corporation to transact business, (ii) the filing of the Registration Statement with the SEC in accordance with required filings under the Securities Act and the Exchange Act, (iii) such consents, approvals, orders, authorizations, registrations, declarations and filings as may be required under applicable “takeover” or state securities laws, and (iiiiv) the compliance with any state securities laws. (d) As of the date hereof such consents, approvals, licenses, permits, orders, authorizations, registrations, declarations, notices and as of the Effective Timefilings, the Members have adopted this Agreement and approved failure of which to make or obtain would not, individually or in the Merger and the other transactions contemplated hereby. (e) There is no agreement or order binding upon Acquisition LLC or any of its assets or properties which has had or could aggregate, reasonably be expected to have materially impair the effect ability of prohibiting or impairing any business practice of Acquisition LLC the Parent or the conduct of business by Acquisition LLC as currently conducted or as proposed Merger Sub to be conducted by Acquisition LLC. Acquisition LLC is not subject to any non-competition, non-solicitation or similar restriction on its businessconsummate the transactions contemplated hereunder.

Authority; No Conflict; Required Filings and Consents. (a) Acquisition LLC Each of Parent and Merger Sub has all requisite necessary corporate power and authority to enter into execute and deliver this Agreement and, subject and to the adoption of this Agreement by Acquisition LLC’s members (the “Members”) under the MLLCA, perform its obligations hereunder and to consummate the Merger and the other transactions contemplated by this Agreement. The execution and delivery of this Agreement by Parent and Merger Sub and the consummation by Parent and Merger Sub of the Merger and the other transactions contemplated by this Agreement by Acquisition LLC have been duly and validly authorized by all necessary corporate action and no other corporate proceedings on the part of Acquisition LLCParent and Merger Sub are necessary to authorize this Agreement or to consummate the Merger and the other transactions contemplated by this Agreement (other than, subject only with respect to the adoption Merger, the filing and recordation of this Agreement appropriate merger documents as required by the MembersOhio Law). This Agreement has been duly and validly executed and delivered by Acquisition LLC Parent and Merger Sub and, assuming the due authorization, execution and delivery by the Company, constitutes the a legal, valid and binding obligation of Acquisition LLCeach of Parent and Merger Sub, enforceable against each of Parent and Merger Sub in accordance with its terms, except that the enforceability of this Agreement is subject only to the adoption of this Agreement by the Members. (b) The execution and delivery of this Agreement by Acquisition LLC does Parent and Merger Sub do not, and the consummation performance of the transactions contemplated by this Agreement by Parent and Merger Sub will not, (i) conflict withwith or violate the Certificate of Incorporation of Parent, or result in any violation or breach of, any provision of the Articles of OrganizationIncorporation of the Merger Sub, Operating Agreement the By-laws of Parent or other organizational document the Code of Acquisition LLCRegulations of Merger Sub, (ii) assuming that all consents, approvals, authorizations and other actions described in Section 5.03(c) have been obtained and all filings and obligations described in Section 5.03(c) have been made, conflict withwith or violate any Law applicable to either Parent or Merger Sub or by which any property or asset of Parent is bound or affected, or (iii) result in any violation or breach of, of or constitute a default (or an event which with or without notice or lapse of timetime or both would become a default) under, or both) a default (or give rise to a others any right of termination, amendment, acceleration or cancellation or acceleration of any obligation or loss of any material benefit) under, require a consent or waiver underof, or result in the creation of a security interest, lien, claim, pledge, agreement, limitations in Acquisition LLC’s voting right, charge or other encumbrance of any nature Encumbrance on any property or asset of the properties or assets of Acquisition LLC Parent pursuant to any of the terms, conditions or provisions ofto, any note, bond, mortgage, indenture, lease, license, contract, articles, articles supplementary or other agreement, instrument or obligation to which Acquisition LLC is a party or by which Acquisition LLC or any of its properties or assets may be bound, or (iii) conflict with or violate any permit, concession, franchise, license, judgment, injunction, order, decree, statute, law, ordinance, rule or regulation applicable to Acquisition LLC or any of its properties or assets. (c) No consent, approvallease, license, permit, order franchise or authorization ofother instrument or obligation, or registrationexcept, declaration, notice or filing with, any Governmental Entity is required by or with respect to Acquisition LLC in connection with the execution clause (ii) and delivery of this Agreement clause (iii), for any such conflicts, violations, breaches, defaults or other occurrences that would not have a Parent Material Adverse Effect and that could not reasonably be expected to prevent or materially delay the consummation of the transactions contemplated by this Agreement. (c) The execution and delivery of this Agreement by Parent and Merger Sub do not, and the performance of this Agreement by Parent and Merger Sub will not, require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental Authority, except for (i) for applicable requirements, if any, of state securities or "blue sky" laws ("Blue Sky Laws"), the New York Stock Exchange ("NYSE") and the filing and recordation of appropriate merger documents as required by the Acquisition LLC Articles of Merger with the Maryland Department of Assessments Ohio Law and Taxation and of the Fund Articles of Merger with the Florida Department of State, (ii) the filing of the Registration Statement with the SEC in accordance with the Securities Actwhere failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not have a Parent Material Adverse Effect and (iii) the compliance with any state securities laws. (d) As of the date hereof and as of the Effective Time, the Members have adopted this Agreement and approved the Merger and the other transactions contemplated hereby. (e) There is no agreement or order binding upon Acquisition LLC or any of its assets or properties which has had or could not reasonably be expected to have prevent or materially delay the effect consummation of prohibiting or impairing any business practice of Acquisition LLC or the conduct of business transactions contemplated by Acquisition LLC as currently conducted or as proposed to be conducted by Acquisition LLC. Acquisition LLC is not subject to any non-competition, non-solicitation or similar restriction on its businessthis Agreement.

Authority; No Conflict; Required Filings and Consents. (a) Acquisition LLC Sellers have made available to Buyer an accurate and complete copy of the Governing Documents of the Company and each of its Subsidiaries, each as amended as of the date hereof and in full force and effect as of the date hereof. The Company has not violated its Governing Documents in any material respect. The Company has all requisite power and authority to enter into this Agreement and, subject and each of the Ancillary Agreements to the adoption of this Agreement by Acquisition LLC’s members (the “Members”) under the MLLCA, which it is a party and to consummate the transactions contemplated by this Agreementhereby and thereby. The Company’s execution and delivery of this Agreement and each Ancillary Agreement to which it is a party and the consummation by the Company of the transactions contemplated by this Agreement by Acquisition LLC hereby and thereby have been duly authorized by all necessary corporate action on the part of Acquisition LLC, subject only to the adoption of this Agreement by the MembersCompany. This Agreement has been been, and each Ancillary Agreement to which the Company is a party will be at or prior to Closing, duly executed and delivered by Acquisition LLC the Company and, assuming the due authorization, execution and constitutes delivery by the other parties hereto and thereto, this Agreement constitutes, and each such Ancillary Agreement, when so executed and delivered, will constitute the valid and binding obligation obligations of Acquisition LLCthe Company, enforceable against the Company in accordance with its their respective terms, except that the enforceability subject, as to enforcement, to (i) applicable bankruptcy, insolvency, reorganization, moratorium or similar laws now or hereinafter in effect affecting creditors’ rights generally and (ii) general principles of this Agreement is subject only to the adoption of this Agreement by the Membersequity. (b) The Except as set forth in Section 6.02(b) of the Company Disclosure Letter, the execution and delivery by the Company of this Agreement by Acquisition LLC does notand each Ancillary Agreement to which it is a party, and the consummation by the Company of the transactions contemplated by this Agreement hereby and thereby, and the compliance of the Company with any provisions hereof or thereof, does not and will not, (i) conflict with, with or result in any material violation of or breach of, any provision of the Articles of Organization, Operating Agreement or other organizational document of Acquisition LLC, (ii) conflict with, or result in any violation or breach of, or constitute material default under (with or without notice or lapse of time, or both) ), or require a default (consent or waiver under, or give rise to a right of termination, cancellation cancellation, modification or acceleration of any material obligation or loss of any material benefit) under, require a consent or waiver benefit under, or result in the imposition or creation of any Lien (other than a security interest, lien, claim, pledge, agreement, limitations in Acquisition LLC’s voting right, charge Permitted Lien) upon the Membership Interests or other encumbrance of any nature on Lien upon any of the Company’s or any of the Subsidiaries’ properties or assets of Acquisition LLC pursuant to (tangible or intangible) under, (A) any provision of the terms, conditions or provisions of, any note, bond, mortgage, indenture, lease, license, contract, articles, articles supplementary or other agreement, instrument or obligation to which Acquisition LLC is a party or by which Acquisition LLC or any Governing Documents of its properties or assets may be boundthe Company, or (iiiB) conflict with any material Contract to which the Company is a party, or (ii) subject to the governmental filings and other matters referred to in clause (c) hereof, materially violate any permitPermit, concession, franchise, license, judgment, injunction, order, decree, statute, law, ordinance, rule Order or regulation Law applicable to Acquisition LLC or any of its properties or assetsthe Company. (c) No consent, approval, license, permit, order Permit or Order or authorization of, or registration, declaration, notice registration or filing with, any Governmental Entity is required by or with respect to Acquisition LLC the Company in connection with the execution and delivery of this Agreement or the Ancillary Agreements by the Company or the consummation by the Company of the transactions to which it is a party that are contemplated by this Agreementhereby, except for (i) such Permits, Orders, registrations or filings related to, or arising out of, compliance with statutes, rules or regulations regulating the filing consumption, sale or serving of the Acquisition LLC Articles of Merger with the Maryland Department of Assessments alcoholic beverages or tobacco, and Taxation and of the Fund Articles of Merger with the Florida Department of State, (ii) the filing of the Registration Statement with the SEC in accordance with the Securities Actany Permits, and (iii) the compliance with any state securities laws. (d) As of the date hereof and as of the Effective TimeOrders, the Members have adopted this Agreement and approved the Merger and the other transactions contemplated hereby. (e) There is no agreement registrations or order binding upon Acquisition LLC filings required by Buyer or any of its assets Subsidiaries, Affiliates or properties which has had or could reasonably be expected to have key employees (including under the effect of prohibiting or impairing any business practice of Acquisition LLC or the conduct of business by Acquisition LLC as currently conducted or as proposed to be conducted by Acquisition LLC. Acquisition LLC is not subject to any non-competition, non-solicitation or similar restriction on its businessGaming Laws).

Authority; No Conflict; Required Filings and Consents. (a) Acquisition LLC Iveda has all requisite corporate power and authority to enter into this Agreement and, subject and the other Transaction Documents to the adoption of this Agreement by Acquisition LLC’s members (the “Members”) under the MLLCA, which it is or will become a party and to consummate the transactions contemplated by in this AgreementAgreement and such Transaction Documents. The execution and delivery of this Agreement and such Transaction Documents and the consummation of the transactions contemplated by in this Agreement by Acquisition LLC and such Transaction Documents have been duly authorized by all necessary corporate action on the part of Acquisition LLC, subject only to the adoption of this Agreement by the MembersIveda. This Agreement has been and such Transaction Documents have been or, to the extent not executed as of the date hereof, will be duly executed and delivered by Acquisition LLC Iveda. This Agreement and constitutes each of the Transaction Documents to which Iveda is a party constitutes, and each of the Transaction Documents to which Iveda will become a party when executed and delivered by Iveda will constitute, a valid and binding obligation of Acquisition LLCIveda, enforceable in by MegaSys and the MegaSys Shareholders against Iveda accordance with its terms, except that the enforceability of this Agreement is subject only to the adoption extent that enforceability may be limited by applicable bankruptcy, reorganization, insolvency, moratorium or other laws affecting the enforcement of this Agreement creditors’ rights generally and by the Membersgeneral principles of equity, regardless of whether such enforceability is considered in a proceeding at law or in equity. (b) The execution and delivery by Iveda of this Agreement by Acquisition LLC does and the Transaction Documents to which it is or will become a party do not, and the consummation of the transactions contemplated by in this Agreement or the Transaction Documents to which it is or will become a party will not, (i) conflict with, or result in any violation or breach of, of any provision of the Articles certificate of Organizationincorporation (or articles of incorporation, Operating Agreement as the case may be) or other organizational document bylaws of Acquisition LLCIveda, (ii) conflict with, or result in any violation or breach of, or constitute (with or without notice or lapse of time, or both) a default (or give rise to a right of termination, cancellation or acceleration of any obligation or loss of any material benefit) under, require a consent or waiver under, or result in the creation of a security interest, lien, claim, pledge, agreement, limitations in Acquisition LLC’s voting right, charge or other encumbrance of any nature on any of the properties or assets of Acquisition LLC pursuant to under any of the terms, conditions or provisions of, of any note, bond, mortgage, indenture, lease, license, contract, articles, articles supplementary contract or other agreement, instrument or obligation to which Acquisition LLC Iveda is a party or by which Acquisition LLC either of them or any of its their properties or assets may be bound, or (iii) conflict with or violate any permit, concession, franchise, license, judgment, injunction, order, decree, statute, law, ordinance, rule or regulation applicable to Acquisition LLC Iveda or any of its their properties or assets, except in the case of (ii) and (iii) for any such conflicts, violations, defaults, terminations, cancellations or accelerations which would not have a Material Adverse Effect on Iveda. (c) No Neither the execution and delivery of this Agreement by Iveda or the Transaction Documents to which Iveda is or will become a party or the consummation of the transactions contemplated herein or therein will require any consent, approval, license, permit, order or authorization of, or registration, declaration, notice declaration or filing with, any Governmental Entity is required by or with respect to Acquisition LLC in connection with the execution and delivery of this Agreement or the consummation of the transactions contemplated by this AgreementEntity, except for (i) such consents, approvals, orders, authorizations, registrations, declarations and filings as may be required under applicable federal and state securities laws and the filing laws of the Acquisition LLC Articles of Merger with the Maryland Department of Assessments any foreign country, and Taxation and of the Fund Articles of Merger with the Florida Department of State, (ii) the filing of the Registration Statement with the SEC in accordance with the Securities Actsuch other consents, authorizations, filings, approvals and (iii) the compliance with any state securities laws. (d) As of the date hereof and as of the Effective Timeregistrations which, the Members have adopted this Agreement and approved the Merger and the other transactions contemplated hereby. (e) There is no agreement if not obtained or order binding upon Acquisition LLC or any of its assets or properties which has had or made, could reasonably not be expected to have the effect of prohibiting or impairing any business practice of Acquisition LLC or the conduct of business by Acquisition LLC as currently conducted or as proposed to be conducted by Acquisition LLC. Acquisition LLC is not subject to any non-competition, non-solicitation or similar restriction a Material Adverse Effect on its businessIveda.

Authority; No Conflict; Required Filings and Consents. (a) Acquisition LLC The Buyer has all requisite corporate power and authority to enter into this Agreement and, subject and each of the Ancillary Agreements to the adoption of this Agreement by Acquisition LLC’s members (the “Members”) under the MLLCA, which it will be a party and to consummate the transactions contemplated Contemplated Transactions. The execution, delivery and performance by the Buyer of this Agreement. The execution , each of the Ancillary Agreements to which it will be a party and delivery of this Agreement the Series C PSA, and the consummation of the transactions contemplated Contemplated Transactions by this Agreement by Acquisition LLC the Buyer, have been duly authorized by all necessary corporate action on the part of Acquisition LLC, subject only the Buyer (including any consents or actions required to the adoption be received from and/or taken by any of this Agreement by the MembersBuyer’s equityholders). This Agreement, each such Ancillary Agreement and the Series C PSA has been duly executed and delivered by Acquisition LLC the Buyer and constitutes this Agreement, each such Ancillary Agreement and the Series C PSA is the valid and binding obligation of Acquisition LLCthe Buyer, enforceable against the Buyer in accordance with its terms, except that the enforceability of this Agreement is subject only to the adoption Bankruptcy Exception. As of this the Closing, the Voting Agreement, the ROFR/Co-Sale Agreement, the Investors’ Rights Agreement and the Registration Rights Agreement shall have been duly executed by a sufficient number of investors and other Persons for such agreements to be amended and restated in accordance with their respective terms. Neither the MembersBuyer nor any of its Subsidiaries are party to any other shareholder, investor rights, voting, registration rights or similar agreements. (b) The execution execution, delivery and delivery performance by the Buyer of this Agreement by Acquisition LLC does notAgreement, each of the Ancillary Agreements to which it is a party and the Series C PSA, and the consummation by the Buyer of the transactions contemplated by this Agreement will Contemplated Transactions, shall not, (i) conflict with, or result in any violation or breach of, any provision of the Articles organizational documents of Organization, Operating Agreement or other organizational document of Acquisition LLCthe Buyer, (ii) conflict with, or result in any violation or breach of, or constitute (with or without notice or lapse of time, or both) a default (or give rise to a right of termination, cancellation or acceleration of any obligation or loss of any material benefit) under, require a consent or waiver under, require the payment of a penalty under or result in the creation of a security interest, lien, claim, pledge, agreement, limitations in Acquisition LLC’s voting right, charge or other encumbrance imposition of any nature Lien, other than Permitted Liens, on any of or with respect to the properties or Buyer’s assets of Acquisition LLC pursuant to under, any of the terms, conditions or provisions of, of any note, bond, mortgage, indenture, lease, license, contract, articles, articles supplementary contract or other agreement, instrument or obligation to which Acquisition LLC the Buyer is a party or by which Acquisition LLC the Buyer or any of its properties or assets may be bound, or (iii) subject to compliance with the requirements specified in Section 3.2(c), conflict with or violate any permit, concession, franchise, license, judgment, injunction, order, decree, statute, law, ordinance, rule license or regulation Law applicable to Acquisition LLC the Buyer or any of its properties or assets, with only such exceptions, in the case of each of clauses (ii) and (iii), as would not reasonably be expected to have, individually or in the aggregate, a Buyer Material Adverse Effect or be material to the Buyer and its Subsidiaries, taken as a whole. (c) No consent, approval, license, permit, order or authorization of, or registration, declaration, notice or filing with, any Governmental Entity is required by or with respect to Acquisition LLC the Buyer in connection with the execution execution, delivery and delivery performance by the Buyer of this Agreement Agreement, each of the Ancillary Agreements to which it is a party or the Series C PSA or the consummation by the Buyer of the transactions contemplated by this AgreementContemplated Transactions, except for (i) the filing of the Acquisition LLC Articles of Merger with the Maryland Department of Assessments and Taxation and of the Fund Articles of Merger with the Florida Department of State, (ii) the filing of the Registration Statement with the SEC in accordance with the Securities Act, and (iii) the compliance with any state securities laws. (d) As of the date hereof and as of the Effective Time, the Members have adopted this Agreement and approved the Merger and the other transactions contemplated hereby. (e) There is no agreement or order binding upon Acquisition LLC or any of its assets or properties which has had or could would not reasonably be expected to have have, individually or in the effect of prohibiting aggregate, a Buyer Material Adverse Effect or impairing any business practice of Acquisition LLC or be material to the conduct of business by Acquisition LLC Buyer and its Subsidiaries, taken as currently conducted or as proposed to be conducted by Acquisition LLC. Acquisition LLC is not subject to any non-competition, non-solicitation or similar restriction on its businessa whole.

Authority; No Conflict; Required Filings and Consents. (a) Acquisition LLC has Parent and each Seller have all requisite power and authority to enter into this Agreement and, subject and each of the Ancillary Agreements to the adoption of this Agreement by Acquisition LLC’s members (the “Members”) under the MLLCA, which it is a party and to consummate the transactions contemplated by this Agreementhereby and thereby. The Parent’s and each Sellers’ execution and delivery of this Agreement and each Ancillary Agreement to which it is a party and the consummation by Parent and Sellers of the transactions contemplated by this Agreement by Acquisition LLC hereby and thereby have been duly authorized by all necessary corporate action on the part of Acquisition LLC, subject only to the adoption of this Agreement by the MembersParent and Sellers. This Agreement has been been, and each Ancillary Agreement will be at or prior to the Closing, duly executed and delivered by Acquisition LLC Parent and constitutes Sellers and, assuming the due authorization, execution and delivery by the other parties hereto and thereto, this Agreement constitutes, and each Ancillary Agreement when so executed and delivered will constitute, the valid and binding obligation of Acquisition LLCParent and Sellers, enforceable against Parent and Sellers in accordance with its their respective terms, except that the enforceability subject, as to enforcement, to (i) applicable bankruptcy, insolvency, reorganization, moratorium or similar laws now or hereinafter in effect affecting creditors’ rights generally and (ii) general principles of this Agreement is subject only to the adoption of this Agreement by the Membersequity. (b) The execution and delivery by Parent and each Seller of this Agreement by Acquisition LLC and each Ancillary Agreement to which it is a party does not, and the consummation by Parent and Sellers of the transactions contemplated hereby and thereby and the compliance by this Agreement Parent and Sellers with any provisions hereof or thereof will not, (i) conflict with, or result in any violation or breach of, any provision of the Articles organization documents of Organization, Operating Agreement Parent or other organizational document of Acquisition LLCSellers, (ii) conflict with, or result in any violation or breach of, or constitute (with or without notice or lapse of time, or both) a default (or give rise to a right of termination, cancellation or acceleration of any obligation or loss of any material benefit) under, or require a consent or waiver under, or result in the creation of a security interest, lien, claim, pledge, agreement, limitations in Acquisition LLC’s voting right, charge or other encumbrance of any nature on any of the properties or assets of Acquisition LLC pursuant to any of the terms, conditions or provisions of, of any note, bond, mortgage, indenture, lease, license, contract, articles, articles supplementary or other agreement, instrument Contract or obligation to which Acquisition LLC is Parent or Sellers are a party or by which Acquisition LLC Parent or any of its properties Sellers or assets the Purchased Assets may be bound, or (iii) result in the creation of any Lien or Encumbrance (other than Permitted Liens and Permitted Encumbrances) on any of the Purchased Assets pursuant to, any note, bond, mortgage, indenture, agreement, lease, license, permit, franchise, instrument, obligation or other Contract to which Parent or Sellers are a party or by which Parent or Sellers or the Purchased Assets may be bound or affected, or (iv) subject to the governmental filings and other matters referred to in Section 7.2(c) hereof, conflict with or violate any permit, concession, franchise, license, judgment, injunction, order, decree, statute, law, ordinance, rule or regulation Law applicable to Acquisition LLC Parent or Sellers or the Purchased Assets, except, in the case of clauses (ii), (iii) and (iv), for any of its properties such breaches, conflicts, violations, defaults, terminations, cancellations, accelerations, losses or assetsfailures to obtain any such consent or waiver which would not, individually or in the aggregate, be reasonably likely to (x) have a material adverse effect on Parent or Sellers or a Company Material Adverse Effect or (y) materially impair or materially delay the Closing. (c) No consent, approval, finding of suitability, license, permit, waiver, order or authorization of, or registration, declaration, notice declaration or filing with, any court, administrative agency, commission, Gaming Authority or other governmental or regulatory authority or instrumentality (“Governmental Entity Entity”) is required by or with respect to Acquisition LLC Parent or Sellers in connection with the execution and delivery of this Agreement or the Ancillary Agreements by Parent and Sellers, the compliance by Parent and Sellers with any of the provisions hereof or thereof, or the consummation by Parent and Sellers of the transactions to which they are a party that are contemplated by this Agreementhereby, except for (i) the filing of the Acquisition LLC Articles notification under, and compliance with any other applicable requirements of, the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of Merger with 1976, as amended, and the Maryland Department of Assessments rules and Taxation and of regulations promulgated thereunder (the Fund Articles of Merger with the Florida Department of State“HSR Act”), (ii) the any approvals and filing of notices required under the Registration Statement with the SEC in accordance with the Securities ActGaming Laws, and (iii) the such consents, approvals, orders, authorizations, permits, filings, declarations or registrations related to, or arising out of, compliance with any state securities laws. (d) As statutes, rules or regulations regulating the consumption, sale or serving of alcoholic beverages or tobacco or the renaming or rebranding of the date hereof operations at the Real Property, (iv) such other filings, consents, approvals, findings of suitability, licenses, waivers, orders, authorizations, permits, registrations and declarations as may be required under the Laws of the Effective Timeany jurisdiction in which Parent and Sellers conduct any business or own any assets, the Members failure of which to make or obtain would not, individually or in the aggregate, be reasonably likely to have adopted this Agreement a material adverse effect on Parent or Sellers or a Company Material Adverse Effect and approved the Merger and the other transactions contemplated hereby. (ev) There is no agreement any consents, approvals, orders, authorizations, registrations, permits, declaration or order binding upon Acquisition LLC filings required by Buyer or any of its assets Subsidiaries, Affiliates or properties which has had or could reasonably be expected to have key employees (including under the effect of prohibiting or impairing any business practice of Acquisition LLC or the conduct of business by Acquisition LLC as currently conducted or as proposed to be conducted by Acquisition LLC. Acquisition LLC is not subject to any non-competition, non-solicitation or similar restriction on its businessGaming Laws).

Authority; No Conflict; Required Filings and Consents. (a) Acquisition LLC The Company has all requisite corporate power and authority to enter into this Agreement and, subject to the adoption of this Agreement by Acquisition LLC’s members (the “MembersCompany Voting Proposal”) by the Company’s shareholders under the MLLCACGCL (the “Company Stockholder Approval”), to perform its obligations under and consummate the transactions contemplated by this Agreement. Without limiting the generality of the foregoing, the Board of Directors of the Company (the “Company Board”), at a meeting duly called and held, with all directors present voting in favor, (i) determined that the Merger is fair and in the best interests of the Company and its shareholders, (ii) approved the Merger in accordance with the provisions of the CGCL, and (iii) directed that this Agreement be submitted to the shareholders of the Company for their approval and resolved to recommend (subject to the provisions of Section 6.1 of this Agreement) that the shareholders of the Company vote in favor of the approval of this Agreement. The execution execution, delivery and delivery performance of this Agreement and the consummation of the transactions contemplated by this Agreement by Acquisition LLC the Company have been duly authorized by all necessary corporate action on the part of Acquisition LLCthe Company, subject only to the adoption required receipt of this Agreement by the MembersCompany Stockholder Approval. This Agreement has been duly executed and delivered by Acquisition LLC the Company and constitutes the valid and binding obligation of Acquisition LLCthe Company, enforceable against the Company in accordance with its terms, except that subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles (the enforceability of this Agreement is subject only to the adoption of this Agreement by the Members“Bankruptcy and Equity Exception”). (b) The execution and delivery of this Agreement by Acquisition LLC does the Company do not, and the consummation by the Company of the transactions contemplated by this Agreement will not, (i) conflict with, or result in any violation or breach of, any provision of the Articles of Organization, Operating Agreement Company Charter Documents or other organizational document of Acquisition LLCthe Subsidiary Charter Documents, (ii) conflict with, or result in any violation or breach of, or constitute (with or without notice or lapse of time, or both) a default (or give rise to a right of termination, cancellation cancellation, modification or acceleration of any obligation or loss of any material benefit) under, require a consent or waiver under, or result in the creation of a security interest, lien, claim, pledge, agreement, limitations in Acquisition LLC’s voting right, charge or other encumbrance imposition of any nature Lien on the Company’s or any of the properties or its Subsidiaries’ assets of Acquisition LLC pursuant to to, any of the terms, conditions or provisions of, of any note, bond, mortgage, indenture, lease, license, contract, articlessubcontract, articles supplementary indenture, note, option or other agreement, instrument or obligation obligation, written or oral, to which Acquisition LLC the Company or any of its Subsidiaries is a party or by which Acquisition LLC any of them or any of its their properties or assets may be boundbound (each, a “Contract”), or (iii) subject to obtaining the Company Stockholder Approval and compliance with the requirements specified in Section 3.3(c), conflict with or violate any permit, concession, franchise, license, judgment, injunction, order, writ, decree, statute, law, ordinance, rule rule, or regulation applicable to Acquisition LLC the Company or any of its Subsidiaries or any of its or their respective properties or assets, except, in the case of clauses (ii) and (iii) of this Section 3.3(b), for any such conflicts, violations, breaches, defaults, terminations, cancellations, modifications, accelerations, losses or Liens, and for any consents or waivers not obtained, that, individually or in the aggregate, would not result in a Company Material Adverse Effect. (c) No consent, approval, action, license, permit, order order, certification, concession, franchise or authorization of, or registration, declaration, notice or filing with, any federal, state, local or foreign court, arbitrational tribunal, administrative agency or commission or other governmental or regulatory authority, agency or instrumentality (a “Governmental Entity Entity”) or any stock market or stock exchange on which shares of Company Common Stock are listed for trading is required to be obtained or made, as the case may be, by the Company or with respect to Acquisition LLC any of its Subsidiaries in connection with the execution execution, delivery and delivery performance of this Agreement by the Company or the consummation by the Company of the transactions contemplated by this Agreement, except for (i) the filing pre-merger notification requirements under the Hxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the Acquisition LLC Articles of Merger with the Maryland Department of Assessments “HSR Act”) and Taxation and of the Fund Articles of Merger with the Florida Department of Stateapplicable foreign Antitrust Laws, (ii) the filing of the Registration Agreement of Merger with the Secretary of State of California, (iii) the filing of the Proxy Statement with the SEC under the Exchange Act, (iv) the filing of such reports, schedules or materials under Section 13 of or Rule 14a-12 under the Exchange Act as may be required in accordance connection with this Agreement and the Securities Acttransactions contemplated hereby, (v) such consents, approvals, orders, authorizations, registrations, declarations and filings as may be required under applicable state securities laws, and (iiivi) such other consents, approvals, licenses, permits, orders, authorizations, registrations, declarations, notices and filings which, if not obtained or made, would not, individually or in the compliance with any state securities lawsaggregate, result in a Company Material Adverse Effect. (d) As The affirmative vote for approval and adoption of the date hereof and as Company Voting Proposal by (i) the holders of a majority in voting power of the Effective Timeoutstanding shares of Company Common Stock on the record date for the meeting of the Company’s shareholders to consider the Company Voting Proposal (the “Company Meeting”) and (ii) the holders of a majority in voting power of the outstanding shares of Company Series B Preferred Stock on the record date for the Company Meeting (collectively, the Members have adopted “Required Company Shareholder Vote”) is the only vote of the holders of any class or series of the Company’s capital stock or other securities necessary for the approval and adoption of this Agreement and approved for the Merger and consummation by the other Company of the transactions contemplated herebyby this Agreement. (e) There is no agreement or order binding upon Acquisition LLC or any of its assets or properties which has had or could reasonably be expected to have the effect of prohibiting or impairing any business practice of Acquisition LLC or the conduct of business by Acquisition LLC as currently conducted or as proposed to be conducted by Acquisition LLC. Acquisition LLC is not subject to any non-competition, non-solicitation or similar restriction on its business.

Authority; No Conflict; Required Filings and Consents. (a) Acquisition LLC Public Company has all requisite corporate power and authority to enter into this Agreement and, subject only to the adoption of this Agreement by Acquisition LLC’s members (the “Members”) under the MLLCAPublic Company Stockholder Approval, to consummate the transactions contemplated by this Agreement. The execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement by Acquisition LLC have Public Company has been duly authorized by all necessary corporate action on the part of Acquisition LLCPublic Company, subject only to the adoption of this Agreement by the MembersPublic Company Stockholder Approval. This Agreement has been duly executed and delivered by Acquisition LLC Public Company and constitutes the valid and binding obligation of Acquisition LLCPublic Company, enforceable against Public Company in accordance with its terms, except that the enforceability of this Agreement is subject only to the adoption of this Agreement by the MembersBankruptcy and Equity Exception. (b) The execution and delivery of this Agreement by Acquisition LLC Public Company does not, and the consummation by Public Company of the transactions contemplated by this Agreement will Transaction shall not, (i) conflict with, or result in any violation or breach of, any provision of the Articles certificate of Organizationincorporation or bylaws of Public Company or of the charter, Operating Agreement bylaws or other organizational document of Acquisition LLCany other Subsidiary of Public Company, (ii) conflict with, or result in any violation or breach of, or constitute (with or without notice or lapse of time, or both) a default (or give rise to a right of termination, cancellation or acceleration of any obligation or loss of any material benefit) under, or require a consent or waiver under, constitute a change in control under, require the payment of a penalty under or result in the creation of a security interest, lien, claim, pledge, agreement, limitations in Acquisition LLC’s voting right, charge or other encumbrance imposition of any nature Lien on Public Company’s or any of the properties or its Subsidiaries’ assets of Acquisition LLC pursuant to under any of the terms, conditions or provisions of, of any note, bond, mortgage, indenture, lease, license, contract, articles, articles supplementary or other agreement, instrument or obligation Contract required to which Acquisition LLC is a party or by which Acquisition LLC or any be disclosed in Section 4.11(d) of its properties or assets may be boundthe Public Company Disclosure Schedule, or (iii) subject to obtaining the Public Company Stockholder Approval and compliance with the requirements specified in clauses (i) through (vii) of Section 4.4(c), conflict with or violate any permit, concession, franchise, license, judgment, injunction, order, decree, statute, law, ordinance, rule or regulation applicable to Acquisition LLC Public Company or any of its Subsidiaries or any of its or their properties or assets, except in the case of clauses (ii) and (iii) of this Section 4.4(b), for any such conflicts, violations, breaches, defaults, terminations, cancellations, accelerations or losses that, individually or in the aggregate have not had, and are not reasonably likely to result in, the loss of a material benefit to, or in the creation of a material liability for, Public Company. Section 4.4(b) of the Public Company Disclosure Schedule lists all consents, waivers and approvals under any of Public Company’s or any of its Subsidiaries’ agreements, licenses or leases required to be obtained in connection with the consummation of the transactions contemplated by this Agreement, which, if individually or in the aggregate were not obtained, would result in a loss of a material benefit to, or the creation of any material liability for, Public Company or Otic Pharma as a result of the Transaction. (c) No consent, approval, license, permit, order or authorization of, or registration, declaration, notice or filing with, any Governmental Entity or any stock market or stock exchange on which shares of Public Company Common Stock are listed for trading is required by or with respect to Acquisition LLC Public Company or any of its Subsidiaries in connection with the execution and delivery of this Agreement or the consummation by Public Company of the transactions contemplated by this Agreement, except for (i) the filing of the Acquisition LLC Articles of Merger with the Maryland Department of Assessments and Taxation and of the Fund Articles of Merger with the Florida Department of State, (ii) the filing of the Registration Proxy Statement with the SEC in accordance with the Securities Exchange Act, (ii) the filing of such reports, schedules or materials under Section 13 of or Rule 14a-12 under the Exchange Act as may be required in connection with this Agreement and the transactions contemplated hereby and thereby, (iii) the compliance with any such consents, approvals, orders, authorizations, registrations, declarations and filings as may be required under applicable state securities lawslaws and the laws of any foreign country, (iv) a NASDAQ Listing Application—For Companies Conducting a Business Combination that Results in a Change of Control with respect to the shares of Public Company Common Stock to be issued pursuant to this Agreement (the “NASDAQ Listing Application”) and (v) such other consents, authorizations, orders, filings, approvals and registrations that, individually or in the aggregate, if not obtained or made, would not result in a loss of a material benefit to, or the creation of any material liability for, Public Company or Otic Pharma as a result of the Transaction. (d) As The affirmative vote in favor of the date hereof and as issuance of shares of Public Company Common Stock in the Transaction by the holders of a majority of the Effective Timeshares of Public Company Common Stock present or represented by proxy and voting at the Public Company Meeting is the only vote of the holders of any class or series of Public Company’s capital stock or other securities of Public Company necessary to approve the Public Company Voting Proposal. There are no bonds, debentures, notes or other indebtedness of Public Company having the Members have adopted this Agreement and approved right to vote (or convertible into, or exchangeable for, securities having the Merger and the other transactions contemplated herebyright to vote) on any matters on which stockholders of Public Company may vote. (e) There is no agreement or order binding upon Acquisition LLC or any of its assets or properties which has had or could reasonably be expected to have the effect of prohibiting or impairing any business practice of Acquisition LLC or the conduct of business by Acquisition LLC as currently conducted or as proposed to be conducted by Acquisition LLC. Acquisition LLC is not subject to any non-competition, non-solicitation or similar restriction on its business.

Authority; No Conflict; Required Filings and Consents. (a) Acquisition LLC Each of Public Company and Merger Sub has all requisite corporate power and authority to enter into this Agreement and, subject only to the receipt of the approval by the Public Company Stockholders of the Public Company Stockholder Approvals and the adoption of this Agreement by Acquisition LLC’s members (Public Company in its capacity as the “Members”) under the MLLCAsole stockholder of Merger Sub, to consummate the transactions contemplated by this Agreement. Without limiting the generality of the foregoing, Public Company Board, at a duly called meeting at which all directors were present, by the unanimous vote, (i) determined that the Merger is fair to, and in the best interests of Public Company and its stockholders and (ii) directed that the Public Company Stockholder Approvals be submitted to the stockholders of Public Company for their approval and resolved to recommend that the stockholders of Public Company vote in favor of the approval of Public Company Stockholder Approvals. The execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement by Acquisition LLC Public Company and Merger Sub have been duly authorized by all necessary corporate action on the part of Acquisition LLCeach of Public Company and Merger Sub, subject only to the required receipt of the Required Public Company Stockholder Approval and the adoption of this Agreement by Public Company in its capacity as the Memberssole stockholder of Merger Sub. This Agreement has been duly executed and delivered by Acquisition LLC each of Public Company and Merger Sub and, assuming the due execution and delivery of this Agreement by Xxxxxx Partner, constitutes the valid and binding obligation of Acquisition LLCeach of Public Company and Merger Sub, enforceable against Public Company and Merger Sub in accordance with its terms, except that the enforceability of this Agreement is subject only to the adoption of this Agreement by the MembersBankruptcy and Equity Exception. (b) The execution and delivery of this Agreement by Acquisition LLC does each of Public Company and Merger Sub do not, and the consummation by Public Company and Merger Sub of the transactions contemplated by this Agreement will shall not, (i) conflict with, or result in any violation or breach of, any provision of the Articles articles of Organizationincorporation or bylaws of Public Company or Merger Sub or of the certificate of incorporation or bylaws, Operating Agreement or any other organizational document document, of Acquisition LLCany other subsidiary of Public Company, (ii) conflict with, or result in any material violation or breach of, or constitute (with or without notice or lapse of time, or both) a default (or give rise to a right of termination, cancellation or acceleration of any obligation or loss of any material benefit) under, or require a consent or waiver under, constitute a change in control under, require the payment of a penalty under or result in the creation of a security interest, lien, claim, pledge, agreement, limitations in Acquisition LLC’s voting right, charge or other encumbrance imposition of any nature Lien on Public Company’s or any of the properties or its subsidiaries’ assets of Acquisition LLC pursuant to under any of the terms, conditions or provisions of, of any note, bond, mortgage, indenture, lease, license, contract, articles, articles supplementary or other agreement, instrument or obligation Contract required to which Acquisition LLC is a party or by which Acquisition LLC or any be disclosed in Section 4.11(c) of its properties or assets may be boundthe Public Company Disclosure Schedule, or (iii) subject to obtaining the Required Public Company Stockholder Approval and compliance with the requirements specified in clauses (i) through (vii) of Section 4.4(c), conflict with or violate any permit, concession, franchise, license, judgment, injunction, order, decree, statute, lawLaw, ordinance, rule or regulation applicable to Acquisition LLC Public Company or any of its subsidiaries or any of its or their properties or assets, except in the case of clauses (ii) and (iii) of this Section 4.4(b), as would not, individually or in the aggregate, reasonably be expected to result in a Public Company Material Adverse Effect. (c) No consent, approval, license, permit, order or authorization of, or registration, declaration, notice or filing with, any Governmental Entity or any stock market or stock exchange on which shares of Public Company Common Stock are listed for trading is required by or with respect to Acquisition LLC Public Company or any of its subsidiaries in connection with the execution and delivery of this Agreement or the consummation by Public Company or Merger Sub of the transactions contemplated by this Agreement, except for (i) the filing of the Acquisition LLC Articles Certificate of Merger with the Maryland Department of Assessments and Taxation and of the Fund Articles of Merger with the Florida Department Delaware Secretary of State, (ii) the filing of the Registration Statement with the SEC in accordance with the Securities Act, and (iii) the compliance filing of the Proxy Statement/Prospectus with any the SEC in accordance with the Exchange Act, (iv) the filing of such reports, schedules or materials under Section 13 of or Rule 14a-12 under the Exchange Act and materials under Rule 165 and Rule 425 under the Securities Act as may be required in connection with this Agreement and the transactions contemplated hereby and thereby, (v) such consents, approvals, orders, authorizations, registrations, declarations and filings as may be required under applicable state securities lawsLaws and the Laws of any foreign country, (vi) the filing of an initial listing application for the Public Company Common Stock on Nasdaq with respect to the shares of Public Company Common Stock to be issued pursuant to this Agreement (the “Nasdaq Listing Application”), and (vii) such other consents, authorizations, orders, filings, approvals and registrations that, individually or in the aggregate, if not obtained or made, would not be reasonably expected to result in a Public Company Material Adverse Effect. (d) As The affirmative vote in favor of the date hereof and Charter Amendment Proposal (as it relates to the Public Company Charter Amendment to increase the number of shares of authorized Public Company Common Stock) by the holders of a majority of the Effective Time, voting power of the Members have adopted this Agreement and approved outstanding Public Company Common Stock is the Merger only vote of the holders of any class or series of Public Company’s capital stock or other securities of Public Company necessary to approve the Charter Amendment Proposal. The affirmative vote in favor of the Share Issuances and the Other Public Company Voting Proposal by a majority of the votes cast for or against such proposal is the only vote of the holders of any class or series of Public Company’s capital stock or other transactions contemplated herebysecurities of Public Company necessary to approve the Share Issuances and the Other Public Company Voting Proposal. There are no bonds, debentures, notes or other indebtedness of Public Company having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which stockholders of Public Company may vote. (e) There is no agreement or order binding upon Acquisition LLC or any of its assets or properties which has had or could reasonably be expected to have the effect of prohibiting or impairing any business practice of Acquisition LLC or the conduct of business by Acquisition LLC as currently conducted or as proposed to be conducted by Acquisition LLC. Acquisition LLC is not subject to any non-competition, non-solicitation or similar restriction on its business.

Authority; No Conflict; Required Filings and Consents. (a) Acquisition LLC Each of the Buyer and the Transitory Subsidiary has all requisite corporate power and authority to enter into this Agreement and, subject to the adoption of this Agreement by Acquisition LLC’s members (the “Members”) under the MLLCA, and to consummate the transactions contemplated by this Agreement. The execution execution, delivery and delivery performance of this Agreement and the consummation of the transactions contemplated by this Agreement by Acquisition LLC the Buyer and the Transitory Subsidiary have been duly authorized by all necessary corporate action on the part of Acquisition LLC, subject only to each of the adoption of this Agreement by Buyer and the MembersTransitory Subsidiary. This Agreement has been duly executed and delivered by Acquisition LLC each of the Buyer and the Transitory Subsidiary and constitutes the valid and binding obligation of Acquisition LLCeach of the Buyer and the Transitory Subsidiary, enforceable against each of them in accordance with its terms, except that the enforceability of this Agreement is subject only to the adoption of this Agreement by the MembersBankruptcy and Equity Exception. (b) The execution execution, delivery and delivery performance of this Agreement by Acquisition LLC does each of the Buyer and the Transitory Subsidiary do not, and the consummation by the Buyer and the Transitory Subsidiary of the transactions contemplated by this Agreement will shall not, (i) conflict with, or result in any violation or breach of, any provision of the Articles Certificate of Organization, Operating Agreement Incorporation or other organizational document By-laws of Acquisition LLCthe Buyer or the Transitory Subsidiary, (ii) conflict with, or result in any violation or breach of, or constitute (with or without notice or lapse of time, or both) a default (or give rise to a right of termination, cancellation or acceleration of any obligation or loss of any material benefit) under, require a consent or waiver under, constitute a change in control under, require the payment of a penalty under or result in the creation of a security interest, lien, claim, pledge, agreement, limitations in Acquisition LLC’s voting right, charge or other encumbrance imposition of any nature Lien on any of the properties Buyer’s or the Transitory Subsidiary’s assets of Acquisition LLC pursuant to under, any of the terms, conditions or provisions of, of any note, bond, mortgage, indenture, lease, license, contract, articles, articles supplementary contract or other agreement, instrument or obligation to which Acquisition LLC the Buyer or the Transitory Subsidiary is a party or by which Acquisition LLC any of them or any of its their properties or assets may be bound, or (iii) subject to compliance with the requirements specified in clauses (i) and (ii) of Section 4.2(c), conflict with or violate any permit, concession, franchise, license, judgment, injunction, order, decree, statute, law, ordinance, rule or regulation applicable to Acquisition LLC the Buyer or the Transitory Subsidiary or any of its or their respective properties or assets, except in the case of clauses (ii) and (iii) of this Section 4.2(b) for any such conflicts, violations, breaches, defaults, terminations, cancellations, accelerations, losses, penalties or Liens, and for any consents or waivers not obtained, that, individually or in the aggregate, are not reasonably likely to have a Buyer Material Adverse Effect. (c) No consent, approval, license, permit, order or authorization of, or registration, declaration, notice or filing with, any Governmental Entity or any stock market or stock exchange on which shares of the Buyer’s common stock are listed for trading is required by or with respect to Acquisition LLC the Buyer or the Transitory Subsidiary in connection with the execution execution, delivery and delivery performance of this Agreement by the Buyer or the Transitory Subsidiary or the consummation by the Buyer or the Transitory Subsidiary of the transactions contemplated by this Agreement, except for (i) the filing of premerger notification requirements under the Acquisition LLC Articles of Merger with the Maryland Department of Assessments HSR Act and Taxation and of the Fund Articles of Merger with the Florida Department of Stateother applicable competition, merger control, antitrust, foreign investment or other similar laws, (ii) the filing of the Registration Statement Articles of Merger with the SEC in accordance Massachusetts Secretary of State and appropriate corresponding documents with the Securities Actappropriate authorities of other states in which the Company is qualified as a foreign corporation to transact business, and (iii) the compliance filing of such reports, schedules or materials under Section 13 of the Exchange Act as may be required in connection with any this Agreement and the transactions contemplated hereby, and (iv) such consents, approvals, orders, authorizations, registrations, declarations and filings as may be required under applicable state securities laws or foreign laws. (d) As No vote of the date hereof and as holders of any class or series of the Effective Time, Buyer’s capital stock or other securities is necessary for the Members have adopted this Agreement and approved consummation by the Merger and Buyer of the other transactions contemplated herebyby this Agreement. (e) There is no agreement or order binding upon Acquisition LLC or any of its assets or properties which has had or could reasonably be expected to have the effect of prohibiting or impairing any business practice of Acquisition LLC or the conduct of business by Acquisition LLC as currently conducted or as proposed to be conducted by Acquisition LLC. Acquisition LLC is not subject to any non-competition, non-solicitation or similar restriction on its business.

Authority; No Conflict; Required Filings and Consents. (a) Acquisition LLC The Purchaser has all requisite necessary corporate power and authority to enter into execute and deliver this Agreement and, subject and to the adoption of this Agreement by Acquisition LLC’s members (the “Members”) under the MLLCA, perform its obligations hereunder and to consummate the transactions contemplated by this Agreementhereby. The execution and delivery of this Agreement by the Purchaser and the consummation by the Purchaser of the transactions contemplated by this Agreement by Acquisition LLC hereby have been duly and validly authorized by all necessary corporate action and no other corporate proceedings on the part of Acquisition LLC, subject only the Purchaser are necessary to the adoption of authorize this Agreement by or to consummate the Memberstransactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Acquisition LLC the Purchaser and, assuming the due authorization, execution and delivery by the Company, the Sellers and the Founders, constitutes the a legal, valid and binding obligation of Acquisition LLCthe Purchaser, enforceable against the Purchaser in accordance with its terms, except that the enforceability of this Agreement is subject only to the adoption of this Agreement by the Members. (b) The execution and delivery of this Agreement by Acquisition LLC does the Purchaser do not, and the consummation performance of the transactions contemplated by this Agreement by the Purchaser will not, (i) conflict with, with or result in any violation or breach of, any provision violate the Amended and Restated Memorandum and Articles of Association of the Articles of Organization, Operating Agreement or other organizational document of Acquisition LLCPurchaser, (ii) conflict withwith or violate any Law applicable to the Purchaser or by which any property or asset of the Purchaser is bound or affected, or (iii) result in any violation or breach of, of or constitute a default (or an event which with or without notice or lapse of timetime or both would become a default) under, or both) a default (or give rise to a others any right of termination, amendment, acceleration or cancellation or acceleration of any obligation or loss of any material benefit) under, require a consent or waiver underof, or result in the creation of a security interest, lien, claim, pledge, agreement, limitations in Acquisition LLC’s voting right, charge or other encumbrance of any nature Encumbrance on any property or asset of the properties or assets of Acquisition LLC Purchaser pursuant to any of the terms, conditions or provisions ofto, any note, bond, mortgage, indenture, contract, agreement, lease, license, contractpermit, articles, articles supplementary franchise or other agreement, instrument or obligation to which Acquisition LLC is a party or by which Acquisition LLC or any of its properties or assets may be bound, or (iii) conflict with or violate any permit, concession, franchise, license, judgment, injunction, order, decree, statute, law, ordinance, rule or regulation applicable to Acquisition LLC or any of its properties or assetsobligation. (c) No consent, approval, license, permit, order or authorization of, or registration, declaration, notice or filing with, any Governmental Entity is required by or with respect to Acquisition LLC in connection with the The execution and delivery of this Agreement or by the consummation of the transactions contemplated by this Agreement, except for (i) the filing of the Acquisition LLC Articles of Merger with the Maryland Department of Assessments and Taxation and of the Fund Articles of Merger with the Florida Department of State, (ii) the filing of the Registration Statement with the SEC in accordance with the Securities ActPurchaser do not, and (iii) the compliance with any state securities laws. (d) As performance of the date hereof and as of the Effective Time, the Members have adopted this Agreement and approved by the Merger and the other transactions contemplated herebyPurchaser will not, require any consent, approval, authorization or permit of, or filing with or notification to, any third party or Governmental Authority. (e) There is no agreement or order binding upon Acquisition LLC or any of its assets or properties which has had or could reasonably be expected to have the effect of prohibiting or impairing any business practice of Acquisition LLC or the conduct of business by Acquisition LLC as currently conducted or as proposed to be conducted by Acquisition LLC. Acquisition LLC is not subject to any non-competition, non-solicitation or similar restriction on its business.

Authority; No Conflict; Required Filings and Consents. (a) Acquisition LLC The Company has all requisite corporate power and authority to enter into this Agreement and, subject to the adoption of this Agreement by Acquisition LLC’s members (the “Members”) under the MLLCA, and to consummate the transactions contemplated by this Agreement. The execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement by Acquisition LLC the Company have been duly authorized by all necessary corporate action on the part of Acquisition LLCthe Company, subject only to the adoption of this Agreement by the MembersCompany’s stockholders under the DGCL. This Agreement has been duly executed and delivered by Acquisition LLC the Company and constitutes the valid and binding obligation of Acquisition LLCthe Company, enforceable in accordance with its terms, except subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws of general applicability relating to or affecting creditors’ rights and to general equity principles (the “Bankruptcy and Equity Exception”). On or prior to the date hereof, the Board of Directors of the Company has unanimously adopted resolutions that have (i) approved and declared advisable this Agreement and the Merger, (ii) directed that this Agreement be submitted to the Company’s stockholders for adoption at a meeting of such stockholders (the “Company Stockholders’ Meeting”) and (iii) recommended (the “Company Recommendation”) that the enforceability stockholders of the Company adopt this Agreement, and such resolutions, as of the date of this Agreement is subject only to Agreement, have not been subsequently rescinded, modified or withdrawn in any way. The Company stockholder vote required for the adoption of this Agreement by is the Membersaffirmative vote of a majority of the shares of Company Common Stock outstanding on the record date for the Company Stockholders’ Meeting (the “Company Stockholder Approval”). (b) The execution and delivery of this Agreement by Acquisition LLC the Company does not, and the consummation of the transactions contemplated by this Agreement hereby will not, (i) conflict with, or result in any violation or breach of, any provision of the Articles certificate of Organization, Operating Agreement incorporation or other organizational document by-laws of Acquisition LLCthe Company, (ii) conflict with, or result in any violation or breach of, or constitute (with or without notice or lapse of time, or both) a default (or give rise to a right of termination, cancellation or acceleration of any obligation, give rise to any obligation to make an offer to purchase any debt instrument or give rise to any loss of any material benefit) under, or require a consent or waiver under, or result in the creation of a security interest, lien, claim, pledge, agreement, limitations in Acquisition LLC’s voting right, charge or other encumbrance of any nature on any of the properties or assets of Acquisition LLC pursuant to any of the terms, conditions or provisions of, of any note, bond, mortgage, indenture, lease, license, contract, articles, articles supplementary contract or other agreement, instrument or obligation to which Acquisition LLC the Company or any of its Subsidiaries is a party or by which Acquisition LLC any of them or any of its their properties or assets may be bound, or (iii) conflict with or violate any permit, concession, franchise, license, judgment, injunction, order, decree, statute, law, ordinance, rule decree or regulation Law applicable to Acquisition LLC the Company or any of its Subsidiaries or any of its or their properties or assets, except in the case of (ii) and (iii) for any such conflicts, breaches, violations, defaults, terminations, cancellations, obligations, losses or accelerations which are not, individually or in the aggregate, reasonably likely to have a Company Material Adverse Effect. (c) No consent, approval, license, permit, order or authorization of, or registration, declaration, notice declaration or filing with, any court, administrative agency or commission or other governmental authority or instrumentality (“Governmental Entity Entity”) is required by or with respect to Acquisition LLC the Company or any of its Subsidiaries in connection with the execution and delivery of this Agreement or the consummation of the transactions contemplated by this Agreementhereby, except for (i) the filing of the Acquisition LLC Articles pre-merger notification report under the Hxxx Sxxxx Xxxxxx Antitrust Improvements Act of Merger with the Maryland Department of Assessments and Taxation and of the Fund Articles of Merger with the Florida Department of State1976, as amended (“HSR Act”), (ii) the filing of the Registration Certificate of Merger with the Delaware Secretary of State, (iii) the filing of the Proxy Statement with the SEC Securities and Exchange Commission (the “SEC”) in accordance with the Securities Exchange Act of 1934, as amended (the “Exchange Act”), (iv) such consents, approvals, orders, authorizations, registrations, declarations and filings as may be required under applicable state securities Laws and the Laws of any foreign country and the European Union, and (iiiv) the compliance with any state securities laws. (d) As of the date hereof such other consents, authorizations, filings, approvals and as of the Effective Timeregistrations which, the Members have adopted this Agreement and approved the Merger and the other transactions contemplated hereby. (e) There is no agreement if not obtained or order binding upon Acquisition LLC or any of its assets or properties which has had or could made, would not be reasonably be expected likely to have the effect of prohibiting or impairing any business practice of Acquisition LLC or the conduct of business by Acquisition LLC as currently conducted or as proposed to be conducted by Acquisition LLC. Acquisition LLC is not subject to any non-competition, non-solicitation or similar restriction on its businessa Company Material Adverse Effect.

Authority; No Conflict; Required Filings and Consents. (a) Acquisition LLC Private Company has all requisite corporate power and authority to enter into this Agreement andAgreement, subject to the adoption of this Agreement by Acquisition LLC’s members (the “Members”) under the MLLCA, to perform its obligations hereunder and consummate the transactions contemplated by this AgreementTransaction. The execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement by Acquisition LLC have Private Company has been duly authorized by all necessary corporate action on the part of Acquisition LLC, subject only to the adoption of this Agreement by the MembersPrivate Company. This Agreement has been duly executed and delivered by Acquisition LLC Private Company and constitutes the valid and binding obligation of Acquisition LLCPrivate Company, enforceable against Private Company in accordance with its terms, except that the enforceability of this Agreement is subject only to the adoption of this Agreement by the MembersBankruptcy and Equity Exception. (b) The execution and delivery of this Agreement by Acquisition LLC does Private Company and the Stockholders do not, and the consummation by Private Company and the Stockholders of the transactions contemplated by this Agreement will shall not, (i) conflict with, or result in any violation or breach of, any provision of the Articles certificate of Organizationincorporation or bylaws of Private Company or of the charter, Operating Agreement bylaws or other organizational document of Acquisition LLCany Subsidiary of Private Company, (ii) conflict with, or result in any violation or breach of, or constitute (with or without notice or lapse of time, or both) a default (or give rise to a right of termination, cancellation or acceleration of any obligation or loss of any material benefit) under, require a consent or waiver under, require the payment of a penalty under or result in the creation of a security interest, lien, claim, pledge, agreement, limitations in Acquisition LLC’s voting right, charge or other encumbrance imposition of any nature Lien (other than a Permitted Lien) on the assets of Private Company or any of the properties or assets of Acquisition LLC its Subsidiaries pursuant to to, any of the terms, conditions or provisions of, of any note, bond, mortgage, indenture, lease, license, contract, articles, articles supplementary contract or other agreement, instrument or obligation to which Acquisition LLC Private Company or any of its Subsidiaries is a party or by which Acquisition LLC any of them or any of its their properties or assets (whether owned or leased) may be bound, or (iii) conflict with or violate any permit, concession, franchise, license, judgment, injunction, order, decree, statute, law, ordinance, rule or regulation applicable to Acquisition LLC Private Company or any of its Subsidiaries or any of the properties or assetsassets now owned, operated or leased by any of them, except in the case of clauses (ii) and (iii) of this Section 4.4(b) for any such conflicts, violations, breaches, defaults, terminations, cancellations, accelerations, losses, penalties or Liens, and for any consents or waivers not obtained, that, individually or in the aggregate, are not reasonably likely to have a Private Company Material Adverse Effect. (c) No consent, approval, license, permit, order or authorization of, or registration, declaration, notice or filing with, any Governmental Entity is required by or with respect to Acquisition LLC Private Company or any of its Subsidiaries in connection with the execution and delivery of this Agreement by Private Company or the consummation by Private Company of the transactions contemplated by this Agreement, except for (i) the filing of the Acquisition LLC Articles of Merger with the Maryland Department of Assessments such consents, approvals, licenses, permits, orders, authorizations, registrations, declarations, notices and Taxation and of the Fund Articles of Merger with the Florida Department of Statefilings which, (ii) the filing of the Registration Statement with the SEC in accordance with the Securities Actif not obtained or made, and (iii) the compliance with any state securities laws. (d) As of the date hereof and as of the Effective Time, the Members have adopted this Agreement and approved the Merger and the other transactions contemplated hereby. (e) There is no agreement or order binding upon Acquisition LLC or any of its assets or properties which has had or could are not reasonably be expected likely to have the effect of prohibiting or impairing any business practice of Acquisition LLC or the conduct of business by Acquisition LLC as currently conducted or as proposed to be conducted by Acquisition LLC. Acquisition LLC is not subject to any non-competition, non-solicitation or similar restriction on its businessa Private Company Material Adverse Effect.

Authority; No Conflict; Required Filings and Consents. (a) Acquisition LLC Each of the Parent and the Transitory Subsidiary has all requisite corporate power and authority to enter into this Agreement and, subject to obtaining the adoption necessary approval of this Agreement by Acquisition LLC’s members the shareholders of the Parent as referred to in Section 6.3(b) (the “MembersParent Shareholder Approval”), the UKLA agreeing to admit all of the Parent Ordinary Shares (including those underlying the Parent ADSs) to the Official List of the UKLA and the London Stock Exchange plc (the “LSE”) under agreeing to admit such Parent Ordinary Shares to trading on the MLLCALSE’s market for listed securities, to consummate the transactions contemplated by this Agreement. The execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement by Acquisition LLC the Parent and the Transitory Subsidiary have been duly authorized by all necessary corporate action on the part of Acquisition LLCeach of the Parent and the Transitory Subsidiary and the approval of the Board of Directors of the Parent (the “Parent Board”)), subject only to the required receipt of the Parent Shareholder Approval and adoption of this Agreement by the MembersParent in its capacity as the sole stockholder of the Transitory Subsidiary. This Agreement has been duly executed and delivered by Acquisition LLC each of the Parent and the Transitory Subsidiary and constitutes the valid and binding obligation of Acquisition LLCeach of the Parent and the Transitory Subsidiary, enforceable in accordance with its terms, except that the enforceability of this Agreement is subject only to the adoption of this Agreement by the MembersBankruptcy and Equity Exception. (b) The execution and delivery of this Agreement by Acquisition LLC does each of the Parent and the Transitory Subsidiary do not, and the consummation by the Parent and the Transitory Subsidiary of the transactions contemplated by this Agreement will shall not, (i) conflict with, or result in any violation or breach of, any provision of the Memorandum and Articles of Organization, Operating Agreement Association of the Parent or other organizational document Certificate of Acquisition LLCIncorporation or By-laws of the Transitory Subsidiary, (ii) conflict with, or result in any violation or breach of, or constitute (with or without notice or lapse of time, or both) a default (or give rise to a right of termination, cancellation or acceleration of any obligation or loss of any material benefit) under, require a consent or waiver under, constitute a change in control under, require the payment of a penalty under or result in the creation of a security interest, lien, claim, pledge, agreement, limitations in Acquisition LLC’s voting right, charge or other encumbrance imposition of any nature Lien on any of the properties Parent’s or the Transitory Subsidiary’s assets of Acquisition LLC pursuant to under, any of the terms, conditions or provisions of, of any note, bond, mortgage, indenture, lease, license, contract, articles, articles supplementary contract or other agreement, instrument or obligation to which Acquisition LLC the Parent or the Transitory Subsidiary is a party or by which Acquisition LLC any of them or any of its their properties or assets may be bound, or (iii) subject to obtaining the Parent Shareholder Approval and compliance with the requirements specified in clauses (i) through (viii) of Section 4.3(c), conflict with or violate any permit, concession, franchise, license, judgment, injunction, order, decree, statute, law, ordinance, rule or regulation applicable to Acquisition LLC the Parent or the Transitory Subsidiary or any of its or their properties or assets, except in the case of clauses (ii) and (iii) of this Section 4.3(b) for any such conflicts, violations, breaches, defaults, terminations, cancellations, accelerations or losses that, individually or in the aggregate, would not have a Parent Material Adverse Effect. (c) No consent, approval, license, permit, order or authorization of, or registration, declaration, notice or filing with, any Governmental Entity Entity, including the UKLA, the UK Panel on Takeovers and Mergers, or any stock market or stock exchange on which the Parent Ordinary Shares or Parent ADSs are listed for trading is required by or with respect to Acquisition LLC the Parent or the Transitory Subsidiary in connection with the execution and delivery of this Agreement by the Parent or the Transitory Subsidiary or the consummation by the Parent or the Transitory Subsidiary of the transactions contemplated by this Agreement, except for (i) the pre-merger notification requirements under the HSR Act, (ii) the filing of the Acquisition LLC Articles Certificate of Merger with the Maryland Department Secretary of Assessments and Taxation and State of the Fund Articles State of Merger Delaware and appropriate corresponding documents with the Florida Department appropriate authorities of Stateother states in which the Company is qualified as a foreign corporation to transact business, (iiiii) the filing of the Registration Statement with the SEC in accordance with the Securities Act, (iv) the filing of the Joint Proxy Statement/Prospectus with the SEC in accordance with the Exchange Act, (v) the filing of such reports, schedules or materials under Section 13 of or Rule 14a-12 under the Exchange Act and materials under Rule 165 and Rule 425 under the Securities Act as may be required in connection with this Agreement and the transactions contemplated hereby, (vi) such consents, approvals, orders, authorizations, registrations, declarations and filings as may be required under applicable state securities laws and the securities laws of any foreign country, (vii) the filing with The NASDAQ Stock Market of a Notification Form for Listing of Additional Shares with respect to the Parent ADSs issuable in connection with the Merger and a listing application with the LSE with respect to the Parent Ordinary Shares issuable in connection with the Merger, the UKLA agreeing to admit all of the Parent Ordinary Shares underlying the Parent ADSs to the Official List of the UKLA and the LSE agreeing to admit such Parent Ordinary Shares to trading on the LSE’s market for listed securities, and (iiiviii) the compliance in connection with any state securities lawsapplicable Antitrust Law. (d) As The affirmative vote of the date hereof and as holders of a majority of the Effective Time, Parent Ordinary Shares present or represented by proxy and voting at the Members have adopted this Agreement Parent Shareholders Meeting is the only vote of the holders of any class or series of the Parent’s share capital necessary for approval of the Parent Voting Proposal and approved for the Merger and consummation by the Parent of the other transactions contemplated herebyby this Agreement. There are no bonds, debentures, notes or other indebtedness of the Parent having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which stockholders of the Parent may vote. (e) There is no agreement or order binding upon Acquisition LLC or any of its assets or properties which has had or could reasonably be expected to have the effect of prohibiting or impairing any business practice of Acquisition LLC or the conduct of business by Acquisition LLC as currently conducted or as proposed to be conducted by Acquisition LLC. Acquisition LLC is not subject to any non-competition, non-solicitation or similar restriction on its business.

Authority; No Conflict; Required Filings and Consents. (a) Acquisition LLC Each of the Parent and the Merger Sub has all requisite corporate power and authority to enter into this Agreement andAgreement, subject to the adoption of this Agreement by Acquisition LLC’s members (the “Members”) under the MLLCA, perform its obligations hereunder and to consummate the Merger and the other transactions contemplated by this Agreement. The execution and delivery of this Agreement by the Parent and the Merger Sub and the consummation by the Parent and the Merger Sub of the Merger and the other transactions contemplated by this Agreement by Acquisition LLC have been duly authorized by all necessary corporate action on the part of Acquisition LLC, subject only to each of the adoption of this Agreement by Parent and the MembersMerger Sub. This Agreement has been duly executed and delivered by Acquisition LLC each of the Parent and the Merger Sub and constitutes the valid and binding obligation of Acquisition LLCeach of the Parent and the Merger Sub, enforceable in accordance with its terms, except that the enforceability as enforcement may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally and by general principles of this Agreement is subject only to the adoption of this Agreement by the Membersequity. (b) The execution and delivery of this Agreement by Acquisition LLC does each of the Parent and the Merger Sub do not, and the consummation by the Parent and the Merger Sub of the Merger and the other transactions contemplated by this Agreement will shall not, (i) conflict with, or result in any violation or breach of, any provision of the Articles charter or By-laws of Organization, Operating Agreement the Parent or other organizational document of Acquisition LLCthe Merger Sub, (ii) conflict with, or result in any violation or breach of, or constitute (with or without notice or lapse of time, or both) a default (or give rise to a right of termination, cancellation or acceleration of any obligation or loss of any material benefit) under, or require a consent or waiver under, or result in the creation of a security interest, lien, claim, pledge, agreement, limitations in Acquisition LLC’s voting right, charge or other encumbrance of any nature on any of the properties or assets of Acquisition LLC pursuant to any of the terms, conditions or provisions of, of any note, bond, mortgage, indenture, lease, license, contract, articles, articles supplementary contract or other agreement, instrument or obligation to which Acquisition LLC the Parent or the Merger Sub is a party or by which Acquisition LLC either of them or any of its their properties or assets may be bound, or (iii) subject to compliance with the requirements specified in clauses (i) through (v) of Section 4.2(c), conflict with or violate any permit, concession, franchise, license, judgment, injunction, order, decree, statute, law, ordinance, rule or regulation applicable to Acquisition LLC the Parent or the Merger Sub or any of its their properties or assets, except in the case of clauses (ii) and (iii) of this Section 4.2(b) for any such conflicts, violations, breaches, defaults, terminations, cancellations, accelerations or losses which, individually or in the aggregate, would not reasonably be expected to materially impair the ability of the Parent or the Merger Sub to consummate the transactions contemplated hereunder. (c) No consent, approval, license, permit, order or authorization of, or registration, declaration, notice or filing with, with any Governmental Entity is required by or with respect to Acquisition LLC the Parent or the Merger Sub in connection with the execution and delivery of this Agreement or the consummation by the Parent or the Merger Sub of the Merger or any of the other transactions contemplated by this Agreement, except for (i) the filing of pre-merger notification requirements under the Acquisition LLC Articles of Merger with the Maryland Department of Assessments HSR Act and Taxation and of the Fund Articles of Merger with the Florida Department of Stateany other applicable Antitrust Laws, (ii) the filing of the Registration Statement Articles of Merger with the SEC in accordance with Rhode Island Secretary of State, (iii) required filings under the Securities Act and the Exchange Act, (iv) such consents, approvals, orders, authorizations, registrations, declarations and filings as may be required under applicable “takeover” or state securities laws, and (iiiv) the compliance with any state securities laws. (d) As of the date hereof such consents, approvals, licenses, permits, orders, authorizations, registrations, declarations, notices and as of the Effective Timefilings, the Members have adopted this Agreement and approved failure of which to make or obtain would not, individually or in the Merger and the other transactions contemplated hereby. (e) There is no agreement or order binding upon Acquisition LLC or any of its assets or properties which has had or could aggregate, reasonably be expected to have materially impair the effect ability of prohibiting or impairing any business practice of Acquisition LLC the Parent or the conduct of business by Acquisition LLC as currently conducted or as proposed Merger Sub to be conducted by Acquisition LLC. Acquisition LLC is not subject to any non-competition, non-solicitation or similar restriction on its businessconsummate the transactions contemplated hereunder.

Authority; No Conflict; Required Filings and Consents. (a) Acquisition LLC Parent has all requisite corporate power and authority to enter into execute and deliver this Agreement andAgreement, subject to the adoption of this Agreement by Acquisition LLC’s members (the “Members”) under the MLLCA, perform its obligations hereunder and to consummate the transactions to which it is a party that are contemplated by this Agreement. The execution and delivery of this Agreement by Parent and the consummation by Parent of the transactions to which it is a party that are contemplated by this Agreement by Acquisition LLC Parent have been duly authorized by all necessary corporate action on the part of Acquisition LLCParent and no other corporate proceedings on the part of the Company, subject only and no stockholder votes are necessary, to the adoption of authorize this Agreement by and the MembersAncillary Agreement or to consummate the transactions contemplated hereby or thereby. This Agreement has been duly executed and delivered by Acquisition LLC Parent and constitutes the valid and binding obligation of Acquisition LLCParent, enforceable against Parent in accordance with its terms, except that the enforceability of this Agreement is subject only to the adoption of this Agreement by the Members. (b) The execution and delivery of this Agreement by Acquisition LLC Parent does not, and the consummation by Parent of the transactions to which it is a party that are contemplated by this Agreement will not, (i) conflict with, or result in any violation or breach of, any provision of the Articles Certificate of Organization, Operating Agreement Incorporation or other organizational document Bylaws of Acquisition LLCParent, (ii) conflict with, or result in any violation or breach of, or constitute (with or without notice or lapse of time, or both) a default (or give rise to a right of termination, cancellation or acceleration of any obligation or loss of any material benefit) under, or require a consent or waiver under, or result in the creation of a security interest, lien, claim, pledge, agreement, limitations in Acquisition LLC’s voting right, charge or other encumbrance of any nature on any of the properties or assets of Acquisition LLC pursuant to any of the terms, conditions or provisions of, of any note, bond, mortgage, indenture, lease, license, contract, articles, articles supplementary contract or other agreement, instrument or obligation to which Acquisition LLC Parent or any of its Subsidiaries is a party or by which Acquisition LLC any of them or any of its their properties or assets may be bound, or (iii) subject to the governmental filings and other matters referred to in Section 5.2(c), conflict with or violate any permit, concession, franchise, license, judgment, injunction, order, decree, statute, lawLaw, ordinance, rule or regulation applicable to Acquisition LLC Parent or any of its Subsidiaries or any of its or their properties or assets, except in the case of clauses (ii) and (iii) for any such conflicts, violations, defaults, terminations, cancellations or accelerations which (x) are not, individually materially or in the aggregate, reasonably likely to have a Parent Material Adverse Effect or (y) would not materially impair or delay the Closing. (c) No consent, approval, license, permit, order or authorization of, or registration, declaration, notice declaration or filing with, any Governmental Entity is required by or with respect to Acquisition LLC Parent or any of its Subsidiaries in connection with the execution and delivery of this Agreement and the Ancillary Agreement by Parent or the consummation by Parent or its Subsidiaries of the transactions to which it is or they are a party that are contemplated by this Agreementhereby or thereby, except for (i) the filing of the Acquisition LLC Articles of Merger with pre-merger notification report under the Maryland Department of Assessments and Taxation and of the Fund Articles of Merger with the Florida Department of StateHSR Act, (ii) the any approvals and filing of notices required under any Law, including the Registration Statement with Company Gaming Laws and the SEC in accordance with the Securities ActParent Gaming Laws, and (iii) the such consents, approvals, orders, authorizations, permits, filings, or registrations related to, or arising out of, compliance with any statutes, rules or regulations regulating the consumption, sale or serving of alcoholic beverages, (iv) such consents, approvals, orders, authorizations, registrations, declarations and filings as may be required under applicable federal and state securities laws. Laws and (dv) As such other filings, consents, approvals, orders, registrations and declarations as may be required under the Laws of any jurisdiction in which the date hereof and as of the Effective Time, the Members have adopted this Agreement and approved the Merger and the other transactions contemplated hereby. (e) There is no agreement or order binding upon Acquisition LLC Company or any of its Subsidiaries conducts any business or owns any assets the failure of which to make or properties which has had obtain would not, individually or could in the aggregate, be reasonably be expected likely to have the effect of prohibiting or impairing any business practice of Acquisition LLC or the conduct of business by Acquisition LLC as currently conducted or as proposed to be conducted by Acquisition LLC. Acquisition LLC is not subject to any non-competition, non-solicitation or similar restriction on its businessa Parent Material Adverse Effect.

Authority; No Conflict; Required Filings and Consents. (a) Acquisition LLC Holdings has all requisite corporate power and authority to enter into this Agreement and, subject to the adoption of this Agreement by Acquisition LLC’s members (the “Members”) under the MLLCA, and to consummate the transactions contemplated by this Agreementhereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement by Acquisition LLC hereby have been duly authorized by all necessary corporate action on the part of Acquisition LLC, subject only to the adoption of this Agreement by the MembersHoldings. This Agreement has been duly and validly executed and delivered by Acquisition LLC Holdings and constitutes the a valid and binding obligation of Acquisition LLCHoldings, enforceable in accordance with its terms, except that the as such enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar laws now or hereafter in effect relating to creditors' rights and by general equitable principles (regardless of this Agreement whether enforceability is subject only to the adoption of this Agreement by the Membersconsidered in a proceeding in equity or at law). (b) The execution and delivery of this Agreement by Acquisition LLC Holdings does not, and the consummation of the transactions contemplated by this Agreement will not, (i) conflict with, or result in any violation or breach of, of any provision of the Articles Holdings Certificate of Organization, Operating Agreement Incorporation or other organizational document of Acquisition LLC, the Holdings By-laws or (ii) conflict with, or result in any violation or breach of, or constitute (with or without notice or lapse of time, or both) a default (or give rise to a right of termination, cancellation or acceleration of any obligation or loss of any material benefit) under, require a consent or waiver under, or result in the creation of a security interest, lien, claim, pledge, agreement, limitations in Acquisition LLC’s voting right, charge or other encumbrance of any nature on any of the properties or assets of Acquisition LLC pursuant to under any of the terms, conditions or provisions of, of any note, bond, mortgage, indenture, lease, license, contract, articles, articles supplementary contract or other agreement, instrument or obligation to which Acquisition LLC Holdings or Sub is a party or by which Acquisition LLC Holdings or Sub or any of its their properties or assets may be bound, or (iii) conflict with or violate any permit, concession, franchise, license, judgment, injunction, order, decree, statute, law, ordinance, rule or regulation applicable to Acquisition LLC or any except in the case of its properties or assets. (c) No consent, approval, license, permit, order or authorization of, or registration, declaration, notice or filing with, any Governmental Entity is required by or with respect to Acquisition LLC in connection with the execution and delivery of this Agreement or the consummation of the transactions contemplated by this Agreement, except for (i) the filing of the Acquisition LLC Articles of Merger with the Maryland Department of Assessments and Taxation and of the Fund Articles of Merger with the Florida Department of State, clause (ii) the filing of the Registration Statement with the SEC in accordance with the Securities Actfor any such violations, and (iii) the compliance with any state securities laws. (d) As of the date hereof and as of the Effective Timebreaches, the Members have adopted this Agreement and approved the Merger and the other transactions contemplated hereby. (e) There is no agreement defaults, terminations, cancellations, accelerations or order binding upon Acquisition LLC or any of its assets or properties which has had or could reasonably be expected to have the effect of prohibiting or impairing any business practice of Acquisition LLC or the conduct of business by Acquisition LLC as currently conducted or as proposed to be conducted by Acquisition LLC. Acquisition LLC is not subject to any non-competition, non-solicitation or similar restriction on its business.conflicts which

Authority; No Conflict; Required Filings and Consents. (a) Each of the Buyer and the Acquisition LLC Sub has all requisite corporate power and authority to enter into this Agreement and, subject to the adoption of this Agreement by Acquisition LLC’s members (the “Members”) under the MLLCA, and to consummate the transactions contemplated by this Agreement. The execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement by the Buyer and the Acquisition LLC Sub have been duly authorized by all necessary corporate action on the part of each of the Buyer and the Acquisition LLC, subject only to the adoption of this Agreement by the MembersSub. This Agreement has been duly executed and delivered by each of the Buyer and the Acquisition LLC Sub and constitutes the valid and binding obligation of each of the Buyer and the Acquisition LLCSub, enforceable against each of them in accordance with its terms, except that the enforceability of this Agreement is subject only to the adoption of this Agreement by the MembersBankruptcy and Equity Exception. (b) The execution and delivery of this Agreement by each of the Buyer and the Acquisition LLC does Sub do not, and the consummation by the Buyer and the Acquisition Sub of the transactions contemplated by this Agreement will shall not, (i) conflict with, or result in any violation or breach of, any provision of the Articles certificate of Organization, Operating Agreement incorporation or other organizational document bylaws of the Buyer or the Acquisition LLCSub, (ii) conflict with, or result in any violation or breach of, or constitute (with or without notice or lapse of time, or both) a default (or give rise to a right of termination, cancellation or acceleration of any obligation or loss of any material benefit) under, require a consent or waiver under, constitute a change in control under, require the payment of a penalty under or result in the creation of a security interest, lien, claim, pledge, agreement, limitations in Acquisition LLC’s voting right, charge or other encumbrance imposition of any nature Lien on any of the properties Buyer’s or the Acquisition Sub’s assets of Acquisition LLC pursuant to under, any of the terms, conditions or provisions of, of any note, bond, mortgage, indenture, lease, license, contract, articles, articles supplementary contract or other agreement, instrument or obligation to which the Buyer or the Acquisition LLC Sub is a party or by which Acquisition LLC any of them or any of its their properties or assets may be bound, or (iii) subject to compliance with the requirements specified in clauses (i) through (v) of Section 4.2(c), conflict with or violate any permit, concession, franchise, license, judgment, injunction, order, decree, statute, lawLaw, ordinance, rule or regulation applicable to the Buyer or the Acquisition LLC Sub or any of its or their respective properties or assets, except in the case of clauses (ii) and (iii) of this Section 4.2(b) for any such conflicts, violations, breaches, defaults, terminations, cancellations, accelerations, losses, penalties or Liens, and for any consents or waivers not obtained, that, individually or in the aggregate, would not reasonably be expected to have a Buyer Material Adverse Effect. (c) No consent, approval, license, permit, order or authorization of, or registration, declaration, notice or filing with, any Governmental Entity or any stock market or stock exchange on which shares of Buyer Common Stock are listed for trading is required by or with respect to the Buyer or the Acquisition LLC Sub in connection with the execution and delivery of this Agreement by the Buyer or the Acquisition Sub or the consummation by the Buyer or the Acquisition Sub of the transactions contemplated by this Agreement, except for (i) the filing of pre-merger notification requirements under the Acquisition LLC Articles of Merger with the Maryland Department of Assessments and Taxation and of the Fund Articles of Merger with the Florida Department of StateHSR Act, (ii) the filing of the Registration Certificate of Merger with the Delaware Secretary of State and appropriate corresponding documents with the appropriate authorities of other states in which the Company is qualified as a foreign corporation to transact business, (iii) the filing of the Proxy Statement with the SEC in accordance with the Securities Exchange Act, and (iiiiv) the compliance filing of such reports, schedules or materials under the Exchange Act as may be required in connection with any this Agreement and the transactions contemplated hereby, (v) such consents, approvals, orders, authorizations, registrations, declarations and filings as may be required under applicable state securities lawsLaws, and (vi) such other consents, approvals, licenses, permits, orders, authorizations, registrations, declarations, notices and filings the absence of which would not reasonably be expected to have a Buyer Material Adverse Effect. (d) As No vote of the date hereof and as holders of any class or series of the Effective Time, Buyer’s capital stock or other securities is necessary for the Members have adopted this Agreement and approved consummation by the Merger and Buyer of the other transactions contemplated herebyby this Agreement. (e) There is no agreement or order binding upon Acquisition LLC or any of its assets or properties which has had or could reasonably be expected to have the effect of prohibiting or impairing any business practice of Acquisition LLC or the conduct of business by Acquisition LLC as currently conducted or as proposed to be conducted by Acquisition LLC. Acquisition LLC is not subject to any non-competition, non-solicitation or similar restriction on its business.

Authority; No Conflict; Required Filings and Consents. (a) Acquisition LLC Each of Acquiror and Sub has all requisite corporate power and authority to enter into this Agreement and, subject and the other Transaction Documents to the adoption of this Agreement by Acquisition LLC’s members (the “Members”) under the MLLCA, which it is or will become a party and to consummate the transactions contemplated by this AgreementAgreement and such Transaction Documents. The execution and delivery of this Agreement and such Transaction Documents and the consummation of the transactions contemplated by this Agreement by Acquisition LLC and such Transaction Documents have been duly authorized by all necessary corporate action on the part of Acquisition LLC, subject only to Acquiror and Sub under the adoption provisions of this Agreement by the MembersDelaware Law and Acquiror’s and Sub’s respective certificates of incorporation. This Agreement has been and such Transaction Documents have been or, to the extent not executed as of the date hereof, will be duly executed and delivered by Acquisition LLC Acquiror and constitutes Sub. This Agreement and each of the Transaction Documents to which Acquiror or Sub is a party constitutes, and each of the Transaction Documents to which Acquiror or Sub will become a party when executed and delivered by Acquiror or Sub will constitute, the valid and binding obligation of Acquisition LLCAcquiror or Sub, enforceable in accordance with its terms, except that the enforceability of this Agreement is subject only to the adoption extent that enforceability may be limited by applicable bankruptcy, reorganization, insolvency, moratorium or other laws affecting the enforcement of this Agreement creditors’ rights generally and by the Membersgeneral principles of equity, regardless of whether such enforceability is considered in a proceeding at law or in equity. (b) The execution and delivery by Acquiror or Sub of this Agreement by Acquisition LLC and the Transaction Documents to which it is or will become a party does not, and the consummation of the transactions contemplated by this Agreement or the Transaction Documents to which it is or will become a party will not, (i) conflict with, or result in any violation or breach of, of any provision of the Articles Certificate of Organization, Operating Agreement Incorporation or other organizational document Bylaws of Acquisition LLCAcquiror or Sub, (ii) conflict with, or result in any violation or breach of, or constitute (with or without notice or lapse of time, or both) a default (or give rise to a right of termination, cancellation or acceleration of any obligation or loss of any material benefit) under, require a consent or waiver under, or result in the creation of a security interest, lien, claim, pledge, agreement, limitations in Acquisition LLC’s voting right, charge or other encumbrance of any nature on any of the properties or assets of Acquisition LLC pursuant to under any of the terms, conditions or provisions of, of any note, bond, mortgage, indenture, lease, license, contract, articles, articles supplementary contract or other agreement, instrument or obligation to which Acquisition LLC Acquiror or Sub is a party or by which Acquisition LLC either of them or any of its their properties or assets may be bound, or (iii) conflict with or violate any permit, concession, franchise, license, judgment, injunction, order, decree, statute, law, ordinance, rule or regulation applicable to Acquisition LLC Acquiror or Sub or any of its their properties or assets, except in the case of (ii) and (iii) for any such conflicts, violations, defaults, terminations, cancellations or accelerations which would not have an Acquiror Material Adverse Effect. (c) No consent, approval, license, permit, order or authorization of, or registration, declaration, notice declaration or filing with, any Governmental Entity is required by or with respect to Acquisition LLC Acquiror or Sub in connection with the execution and delivery of this Agreement or the Transaction Documents to which it is or will become a party or the consummation of the transactions contemplated by this Agreementhereby or thereby, except for (i) the filing of the Acquisition LLC Articles Certificate of Merger with the Maryland Department of Assessments and Taxation and of the Fund Articles of Merger with the Florida Department Delaware Secretary of State, (ii) such consents, approvals, orders, authorizations, registrations, declarations and filings as may be required under applicable federal and state securities laws and the filing laws of the Registration Statement with the SEC in accordance with the Securities Actany foreign country, and (iii) the compliance with any state securities laws. (d) As of the date hereof such other consents, authorizations, filings, approvals and as of the Effective Timeregistrations which, the Members have adopted this Agreement and approved the Merger and the other transactions contemplated hereby. (e) There is no agreement if not obtained or order binding upon Acquisition LLC or any of its assets or properties which has had or could made, would not reasonably be expected to have the effect of prohibiting or impairing any business practice of Acquisition LLC or the conduct of business by Acquisition LLC as currently conducted or as proposed to be conducted by Acquisition LLC. Acquisition LLC is not subject to any non-competition, non-solicitation or similar restriction on its businessan Acquiror Material Adverse Effect.

Authority; No Conflict; Required Filings and Consents. (a) Acquisition LLC Each of Seller and PRMA has all requisite company power and authority to enter into this Agreement and, subject to the adoption of this Agreement by Acquisition LLC’s members (the “Members”) under the MLLCA, and to consummate the transactions that are contemplated by this AgreementAgreement and to perform its obligations hereunder. The execution and delivery of this Agreement by the MGM Entities and the consummation performance by the MGM Entities of the transactions that are contemplated by this Agreement by Acquisition LLC have been duly authorized by all necessary corporate or company action on the part of Acquisition LLCthe MGM Entities, subject only respectively. Except as at that time made or obtained, as of the Closing Date, no corporate or company act or proceeding on the part of the MGM Entities or their respective stockholders or members will be necessary to the adoption of authorize, execute, deliver and perform this Agreement and consummate the transactions contemplated by the Membersthis Agreement. This Agreement has been duly executed and delivered by Acquisition LLC and each of the MGM Entities and, assuming this Agreement constitutes the valid and binding obligation of Acquisition LLCPurchaser, constitutes the valid and binding obligation of each of the MGM Entities, enforceable against each of the MGM Entities in accordance with its terms, except that the as such enforceability may be limited by (i) bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar Laws now or hereafter in effect relating to creditors’ rights generally and (ii) general principles of this Agreement equity (regardless of whether enforcement is subject only to the adoption of this Agreement by the Membersconsidered in a proceeding at Law or in equity). (b) The Except as set forth in Section 4.3(b) of the Seller Disclosure Schedule, the execution and delivery of this Agreement by Acquisition LLC each of the MGM Entities does not, and the consummation by each of the MGM Entities of the transactions to which it is a party that are contemplated by this Agreement Agreement, including the Intercompany Account Settlement will not, (i) conflict with, or result in any violation or breach of, any provision of the Articles of Organization, Certificate of Incorporation, Bylaws, Operating Agreement or other organizational charter document of Acquisition LLCthe MGM Entities, as the case may be, (ii) conflict with, or result in any violation or a breach of, constitute a default (or constitute (an event which with or without the giving of notice or lapse of time, or both) , would become a default (or give rise to a right of termination, cancellation or acceleration of any obligation or loss of any material benefitdefault) under, require a consent any notice, consent, approval or waiver under, or give to others any rights of termination, amendment, acceleration, suspension, revocation or cancellation of, or result in the creation of a security interest, lien, claim, pledge, agreement, limitations in Acquisition LLC’s voting right, charge or other encumbrance continuance of any nature Encumbrance on the Membership Interest, any of the assets or properties or assets of Acquisition LLC pursuant to any of the terms, conditions Company or provisions ofthe Convenience Store pursuant to, any noteContract, bond, mortgage, indenture, lease, license, contract, articles, articles supplementary or other agreement, instrument permit or obligation to which Acquisition LLC any of the MGM Entities is a party or by which Acquisition LLC any of the MGM Entities or any of its their respective assets or properties or assets may be bound, is bound or (iii) conflict with or violate any permit, concession, franchise, license, judgment, injunction, order, decree, statute, law, ordinance, rule Law or regulation Governmental Order applicable to Acquisition LLC or any of its the MGM Entities or the Membership Interest, any of the assets or properties of the Company or assetsthe Convenience Store, except in the case of clauses (ii) and (iii) where such conflict or violation is not reasonably expected to have a Material Adverse Effect. (c) No Except for (i) the filing of notification reports under the HSR Act, (ii) any Governmental Approvals related to, or arising out of, compliance with (x) Gaming Laws and (y) Gaming Licenses, (iii) any Governmental Approvals related to, or arising out of, compliance with Liquor Licenses, (iv) any Governmental Approvals as may be required under applicable state securities Laws, (v) any Governmental Approvals as may be required under any Laws pertaining to any notification, disclosure or required approval triggered by the Closing or the transactions contemplated by this Agreement, and (vi) the satisfaction or waiver of the closing conditions in Section 7.1 and Section 7.3 and the closing deliveries in Section 3.2, no Governmental Approval, or consent, approval, license, permit, order authorization or authorization of, or registration, declarationaction by, notice or to, filing with, or waiver from, any Governmental Entity other Person is required by or with respect to Acquisition LLC in connection with the execution execution, delivery and delivery performance by the MGM Entities of this Agreement or and consummation by the consummation MGM Entities of the transactions contemplated by this Agreement, except for (i) the filing of the Acquisition LLC Articles of Merger with the Maryland Department of Assessments and Taxation and of the Fund Articles of Merger with the Florida Department of State, (ii) the filing of the Registration Statement with the SEC in accordance with the Securities Act, and (iii) the compliance with any state securities laws. (d) As of the date hereof and as of the Effective Time, the Members have adopted this Agreement and approved the Merger and the other transactions contemplated hereby. (e) There is no agreement or order binding upon Acquisition LLC or any of its assets or properties which has had or could reasonably be expected to have the effect of prohibiting or impairing any business practice of Acquisition LLC or the conduct of business by Acquisition LLC as currently conducted or as proposed to be conducted by Acquisition LLC. Acquisition LLC is not subject to any non-competition, non-solicitation or similar restriction on its business.

Authority; No Conflict; Required Filings and Consents. (ai) Acquisition LLC This Agreement has all requisite power been duly authorized, executed and authority to enter into this Agreement anddelivered by Penn, subject to and constitutes and will constitute the adoption valid and binding obligations of this Agreement Penn, enforceable against Penn in accordance with its terms, except as such enforceability may be limited by Acquisition LLC’s members creditors rights, laws and general principles of equity. (the “Members”ii) under the MLLCA, to consummate the transactions contemplated by this Agreement. The execution and delivery of this Agreement and the other agreements contemplated hereby by Penn do not, and the consummation by Penn of the transactions contemplated by this Agreement by Acquisition LLC have been duly authorized by all necessary corporate action on the part of Acquisition LLC, subject only to the adoption of this Agreement by the Members. This Agreement has been duly executed and delivered by Acquisition LLC and constitutes the valid and binding obligation of Acquisition LLC, enforceable in accordance with its terms, except that the enforceability of this Agreement is subject only to the adoption of this Agreement by the Members. (b) The execution and delivery of this Agreement by Acquisition LLC does not, and the consummation of the transactions other agreements contemplated by this Agreement hereby will not, (i) conflict with, or result in any violation or breach of, any provision of the Articles organizational documents of Organization, Operating Agreement or other organizational document of Acquisition LLCPenn, (ii) conflict with, or result in any violation or breach of, or constitute (with or without notice or lapse of time, or both) a default (or give rise to a right of termination, cancellation or acceleration of any obligation or loss of any material benefit) under, or require a consent or waiver under, or result in the creation of a security interest, lien, claim, pledge, agreement, limitations in Acquisition LLC’s voting right, charge or other encumbrance of any nature on any of the properties or assets of Acquisition LLC pursuant to any of the terms, conditions or provisions of, of any note, material bond, mortgage, indenture, lease, licenseagreement, contract, articles, articles supplementary or other agreement, instrument or obligation to which Acquisition LLC Penn is a party or by which Acquisition LLC or any of its properties or assets Penn may be bound, or other than consents and approvals to be obtained by Penn prior to the Effective Date, (iii) to Penn’s Knowledge, other than the Governmental Approvals, contravene, conflict with with, or violate result in a violation of any of the terms or requirements of, or give any Governmental Authority or any other Person the right to revoke, withdraw, suspend, cancel, terminate, or modify, in each case in any respect, any material permit, concession, franchise, license, judgment, injunction, order, decree, statute, law, ordinance, rule or regulation Legal Requirement applicable to Acquisition LLC Penn, or (iv) to Penn’s Knowledge, result in the imposition or creation of any Lien upon or with respect to the Property other than the Lease or any other Permitted Encumbrance, except in the case of its properties clauses (ii) and (iii) hereof for any such conflicts, violations, breaches, contraventions, defaults, terminations, cancellations, accelerations or assetslosses, failures to obtain any such consent or waiver, or any such revocation, withdrawal, suspension, cancellation, termination or modification which would not prevent or delay the Closing or prevent, delay or adversely affect the performance by Penn of the transactions contemplated by this Agreement or the other agreements contemplated hereby. (ciii) No consent, approval, license, permit, order or authorization of, or registration, declaration, notice declaration or filing with, any Governmental Entity is Authority or any other Person shall be required by by, or with respect to Acquisition LLC to, Penn in connection with the execution and delivery of this Agreement or the other agreements contemplated hereby by Penn or the consummation by Penn of the transactions to which it is a party that are contemplated hereby or thereby, except for (i) any Governmental Approvals, (ii) any consents, approvals, orders, authorizations, registrations, permits, declarations or filings required by, of or with respect to Purchaser, the Seller Parties or any of their respective Subsidiaries, Affiliates or key employees (including, without limitation, under the Gaming Laws), and (iii) such consents, approvals, orders, authorizations, permits, filings, declarations or registrations of which the failure to make or obtain would not, individually or in the aggregate, prevent or delay the Closing or prevent, delay or adversely affect the performance by Penn of the transactions contemplated by this Agreement, except for (i) the filing of the Acquisition LLC Articles of Merger with the Maryland Department of Assessments and Taxation and of the Fund Articles of Merger with the Florida Department of State, (ii) the filing of the Registration Statement with the SEC in accordance with the Securities Act, and (iii) the compliance with any state securities laws. (d) As of the date hereof and as of the Effective Time, the Members have adopted this Agreement and approved the Merger and or the other transactions agreements contemplated hereby. (e) There is no agreement or order binding upon Acquisition LLC or any of its assets or properties which has had or could reasonably be expected to have the effect of prohibiting or impairing any business practice of Acquisition LLC or the conduct of business by Acquisition LLC as currently conducted or as proposed to be conducted by Acquisition LLC. Acquisition LLC is not subject to any non-competition, non-solicitation or similar restriction on its business.

Authority; No Conflict; Required Filings and Consents. (a) Acquisition LLC Oak has all requisite corporate power and authority to enter into this Agreement and, subject to the adoption of this Agreement by Acquisition LLC’s members (the “Members”) under the MLLCA, and to consummate the transactions contemplated by this Agreement. The execution and delivery of this Agreement by Oak and the consummation by it of the transactions contemplated by this Agreement by Acquisition LLC have been duly authorized by all necessary corporate action on the part of Acquisition LLCOak, subject only to the adoption approval of this Agreement the Merger by Oak’s stockholders as required by the MembersDGCL. This Agreement has been duly executed and delivered by Acquisition LLC Oak and constitutes the valid and binding obligation of Acquisition LLCOak, enforceable against Oak in accordance with its terms, except that the as such enforceability may be limited by (i) bankruptcy laws and other similar laws affecting creditors’ rights generally and (ii) general principles of this Agreement is subject only to the adoption equity, regardless of this Agreement by the Memberswhether asserted in a proceeding in equity or at law. (b) The execution and delivery of this Agreement by Acquisition LLC Oak does not, and the consummation by it of the transactions contemplated by this Agreement will not, (i) conflict with, or result in any violation or breach of, of any provision of the Articles Certificate of Organization, Operating Agreement Incorporation or other organizational document Bylaws of Acquisition LLCOak, (ii) conflict with, or result in any violation or breach of, or constitute (with or without notice or lapse of time, or both) a default (or give rise to a right of termination, cancellation or acceleration of any obligation or loss of any material benefit) under, require a consent or waiver under, or result in the creation of a security interest, lien, claim, pledge, agreement, limitations in Acquisition LLC’s voting right, charge or other encumbrance of any nature on any of the properties or assets of Acquisition LLC pursuant to under any of the terms, conditions or provisions of, of any note, bond, mortgage, indenture, lease, license, contract, articles, articles supplementary contract or other agreement, instrument or obligation to which Acquisition LLC Oak or any of its Subsidiaries is a party or by which Acquisition LLC any of them or any of its their properties or assets may be bound, or (iii) conflict with or violate any permit, concession, franchise, license, judgment, injunction, order, decree, statute, law, ordinance, rule or regulation applicable to Acquisition LLC Oak or any of its Subsidiaries or any of their properties or assets, except in the case of clauses (ii) and (iii) for any such conflicts, violations, defaults, terminations, cancellations or accelerations which would not be reasonably likely to have a Material Adverse Effect on Oak or a material adverse effect on the ability of the parties to consummate the transactions contemplated by this Agreement. (c) No consent, approval, license, permit, order or authorization of, or registration, declaration, notice declaration or filing with, any court, administrative agency or commission or other governmental authority or instrumentality (“Governmental Entity Entity”) is required to be obtained or made by or with respect to Acquisition LLC Oak or any of its Subsidiaries in connection with the execution and delivery of this Agreement by Oak or the consummation by Oak of the transactions contemplated by this Agreementhereby, except for (i) the filing of a pre-merger notification report under the Acquisition LLC Articles Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of Merger with 1976, as amended (the Maryland Department of Assessments and Taxation and of the Fund Articles of Merger with the Florida Department of State“HSR Act”), (ii) the filing by Xxxxx of the Registration Statement (as defined in Section 3.18) with the Securities and Exchange Commission (the “SEC”) in accordance with the Securities Act of 1933, as amended (the “Securities Act”), (iii) the filing of the Certificate of Merger with the Secretary of State of Delaware in accordance with the DGCL and the filing of appropriate documents with the relevant authorities of other states in which Oak or any of its Subsidiaries conduct business or owns assets, (iv) the filing of the Joint Proxy Statement (as defined in Section 3.18) and related proxy materials with the SEC in accordance with the Securities Exchange Act of 1934, as amended (the “Exchange Act”), (v) such consents, approvals, orders, authorizations, registrations, declarations and filings as may be required under applicable federal and state securities laws and the laws of any foreign country and (iiivi) such other consents, authorizations, filings, approvals and registrations which, if not obtained or made, would not be reasonably likely to have a Material Adverse Effect on Oak or a material adverse effect on the compliance with any state securities laws. (d) As ability of the date hereof and as of parties to consummate the Effective Time, the Members have adopted this Agreement and approved the Merger and the other transactions contemplated herebyby this Agreement. (e) There is no agreement or order binding upon Acquisition LLC or any of its assets or properties which has had or could reasonably be expected to have the effect of prohibiting or impairing any business practice of Acquisition LLC or the conduct of business by Acquisition LLC as currently conducted or as proposed to be conducted by Acquisition LLC. Acquisition LLC is not subject to any non-competition, non-solicitation or similar restriction on its business.

Authority; No Conflict; Required Filings and Consents. (a) Acquisition LLC As of the date of this Agreement, Company has all requisite corporate power and authority to enter into this Agreement and, subject to the adoption of this Agreement by Acquisition LLC’s members (the “Members”) under the MLLCA, and to consummate the transactions contemplated by hereby, subject to completion of the actions set forth in the next sentence. As of the date of this Agreement. The execution , the execution, delivery and delivery performance of this Agreement and the consummation of the transactions contemplated hereby by this Agreement by Acquisition LLC Company have been duly and validly authorized by all necessary corporate action on the part of Acquisition LLCCompany, subject only to the adoption approval of this Agreement by the MembersShareholders under the MBCA and the filing of the Articles of Merger with the Secretary of State of Minnesota. This As of the date of this Agreement, this Agreement has been duly and validly executed and delivered by Acquisition LLC Company and, assuming the accuracy of the representations and warranties set forth in Section 5.2(a), constitutes the legal, valid and binding obligation of Acquisition LLCCompany, enforceable against Company in accordance with its terms, except that subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' rights and to general equitable principles (the enforceability of this Agreement is subject only to the adoption of this Agreement by the Members"BANKRUPTCY AND EQUITY EXCEPTION"). (b) The Except as set forth on the Company Disclosure Schedule, the execution and delivery of this Agreement by Acquisition LLC Company does not, and the consummation of the transactions contemplated by this Agreement will not, (i) conflict with, or result in any violation or breach of, any provision of the Articles of Organization, Operating Agreement Incorporation or other organizational document Bylaws of Acquisition LLCCompany or any of its Subsidiaries, (ii) conflict with, or result in any violation or breach of, or constitute (with or without notice or lapse of time, or both) a default (or give rise to a right of termination, cancellation or acceleration of any obligation or loss of any material benefit) under, or require a consent or waiver under, or result in the creation of a security interest, lien, claim, pledge, agreement, limitations in Acquisition LLC’s voting right, charge or other encumbrance of any nature on any of the properties or assets of Acquisition LLC pursuant to any of the terms, conditions or provisions of, of any note, bond, mortgage, indenture, lease, license, contract, articles, articles supplementary contract or other agreement, document, instrument or obligation to which Acquisition LLC Company or any of its Subsidiaries is a party or by which Acquisition LLC any of them or any of its their properties or assets may be bound, or (iii) conflict with or violate any permit, concession, franchise, license, judgment, injunction, order, decree, statute, law, ordinance, rule or regulation applicable to Acquisition LLC Company or any of its Subsidiaries or any of its or their properties or assets, except in the case of (ii) and (iii) for any such conflicts, violations, breaches, defaults, terminations, cancellations, accelerations, losses, consents or waivers which are not reasonably likely to have, individually or in the aggregate, a Company Material Adverse Effect, except that no representation is made in this Agreement as to whether any lease of real property by Company or its Subsidiaries as lessee contains any provision prohibiting or limiting, or providing that a breach, violation, conflict, default, termination, cancellation, acceleration of any obligation, loss of any material benefit or any right to terminate, cancel or receive payment thereunder shall occur in the event of, a change in control or merger of the nature of the Acquisition without the waiver or consent of the other parties to the lease. (c) No consent, approval, license, permit, order or authorization of, or registration, declaration, notice declaration or filing with, any Governmental Entity court, administrative agency or commission or other governmental authority or instrumentality ("GOVERNMENTAL ENTITY") is required by or with respect to Acquisition LLC Company or any of its Subsidiaries in connection with the execution and delivery of this Agreement or the consummation of the transactions contemplated by this Agreementhereby, except for (i) the filing of the Acquisition LLC Articles pre-merger notification report under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of Merger with 1976, as amended ("HSR ACT") and the Maryland Department of Assessments and Taxation and expiration or termination of the Fund Articles of Merger with waiting period under the Florida Department of StateHSR Act, (ii) the filing of the Registration Statement Articles of Merger with the SEC in accordance Secretary of State of the State of Minnesota, and compliance with the Securities Actapplicable requirements of the Exchange Act and Chapter 80B of the Minnesota Statutes, (iii) such consents, approvals, orders, authorizations, registrations, declarations and filings as may be required under applicable state or foreign securities laws, and (iiiiv) the compliance with any state securities lawssuch other consents, orders, declarations, authorizations, filings, approvals and registrations which, if not obtained or made, do not have, and are not reasonably likely to have, a Company Material Adverse Effect. (d) As of the date hereof and as of the Effective Time, the Members have adopted this Agreement and approved the Merger and the other transactions contemplated hereby. (e) There is no agreement or order binding upon Acquisition LLC or any of its assets or properties which has had or could reasonably be expected to have the effect of prohibiting or impairing any business practice of Acquisition LLC or the conduct of business by Acquisition LLC as currently conducted or as proposed to be conducted by Acquisition LLC. Acquisition LLC is not subject to any non-competition, non-solicitation or similar restriction on its business.

Authority; No Conflict; Required Filings and Consents. (a) Acquisition LLC CNLRP has all requisite corporate power and authority to enter into this Agreement and, subject to the adoption of this Agreement by Acquisition LLCCNLRP’s members (the “Members”) stockholders under the MLLCAMGCL, to consummate the transactions contemplated by this Agreement. The execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement by Acquisition LLC CNLRP have been duly authorized by all necessary corporate action on the part of Acquisition LLCCNLRP, subject only to the adoption of this Agreement by CNLRP’s stockholders under the MembersMGCL. This Agreement has been duly executed and delivered by Acquisition LLC CNLRP and constitutes the valid and binding obligation of Acquisition LLCCNLRP, enforceable in accordance with its terms, except that the enforceability of this Agreement is subject only to the adoption of this Agreement by CNLRP’s stockholders under the MembersMGCL. (b) The execution and delivery of this Agreement by Acquisition LLC CNLRP does not, and the consummation of the transactions contemplated by this Agreement will not, (i) subject to approval of the CNLRP Charter Amendment, conflict with, or result in any violation or breach of, any provision of the Second Amended and Restated Articles of OrganizationIncorporation, Operating Agreement as amended or Bylaws of CNLRP or the charter, Bylaws, or other organizational document of Acquisition LLCany of its Subsidiaries, (ii) conflict with, or result in any violation or breach of, or constitute (with or without notice or lapse of time, or both) a default (or give rise to a right of termination, cancellation or acceleration of any obligation or loss of any material benefit) under, require a consent or waiver under, or result in the creation of a security interest, lien, claim, pledge, agreement, limitations in Acquisition LLCCNLRP’s voting right, charge or other encumbrance of any nature on any of the properties or assets of Acquisition LLC CNLRP or any of its Subsidiaries pursuant to any of the terms, conditions or provisions of, any note, bond, mortgage, indenture, lease, license, contract, articles, articles supplementary contract or other agreement, instrument or obligation to which Acquisition LLC CNLRP or any of its Subsidiaries is a party or by which Acquisition LLC any of them or any of its their properties or assets may be bound, or (iii) subject to compliance with the requirements specified in clauses (i), (ii), (iii), (iv) and (v) of Section 4.3(c), conflict with or violate any permit, concession, franchise, license, judgment, injunction, order, decree, statute, law, ordinance, rule or regulation applicable to Acquisition LLC CNLRP or any of its Subsidiaries or any of its or their properties or assets; or (iv) require CNLRP under the terms of any agreement, contract, arrangement or understanding to which it is a party or by which it or its assets are bound, to obtain the consent or approval of, or provide notice to, any other party to any such agreement, contract, arrangement or understanding, except in the case of clauses (ii), (iii) and (iv) of this Section 4.3(b) for any such conflicts, violations, breaches, defaults, terminations, cancellations, accelerations, losses, failure to obtain consent or approval or failure to notify which could not, individually or in the aggregate, reasonably be expected to have a CNLRP Material Adverse Effect. (c) No consent, approval, license, permit, order or authorization of, or registration, declaration, notice or filing with, any Governmental Entity is required by or with respect to Acquisition LLC CNLRP or any of its Subsidiaries in connection with the execution and delivery of this Agreement or the consummation of the transactions contemplated by this Agreement, except for (i) pre-merger notification under the HSR Act, (ii) the filing of the Acquisition LLC Articles of Merger with the Maryland Department of Assessments and Taxation and of the Fund Articles of Merger appropriate corresponding documents with the Florida Department Secretaries of StateState of other states in which CNLRP is qualified as a foreign corporation to transact business, (iiiii) the filing of the Registration Statement reports with the SEC in accordance with the Securities Exchange Act, and (iii) the compliance with any state securities laws. (d) As of the date hereof and as of the Effective Time, the Members have adopted this Agreement and approved the Merger and the other transactions contemplated hereby. (e) There is no agreement or order binding upon Acquisition LLC or any of its assets or properties which has had or could reasonably be expected to have the effect of prohibiting or impairing any business practice of Acquisition LLC or the conduct of business by Acquisition LLC as currently conducted or as proposed to be conducted by Acquisition LLC. Acquisition LLC is not subject to any non-competition, non-solicitation or similar restriction on its business.,

Authority; No Conflict; Required Filings and Consents. (a) Acquisition LLC The Company has all requisite corporate power and authority to enter into this Agreement and, subject to the adoption of this Agreement by Acquisition LLC’s members (the “Members”) under the MLLCA, and to consummate the transactions contemplated by this Agreement. The execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement by Acquisition LLC have been duly authorized by all necessary corporate action on the part of Acquisition LLC, subject only to the adoption of this Agreement by the MembersCompany. This Agreement has been duly executed and delivered by Acquisition LLC the Company, and constitutes the valid and binding obligation of Acquisition LLCthe Company, enforceable in accordance with its terms, except that the enforceability of this Agreement is subject only to the adoption extent that enforceability may be limited by applicable bankruptcy, reorganization, insolvency, moratorium or other laws affecting the enforcement of this Agreement creditors' rights generally and by the Membersgeneral principles of equity. (b) The execution and delivery by the Company of this Agreement by Acquisition LLC does not, and the consummation of the transactions contemplated by this Agreement will not, (i) conflict with, or result in any violation or breach of, of any provision of the Articles of Organization, Operating Agreement Incorporation or other organizational document Bylaws of Acquisition LLCthe Company, (ii) conflict with, or result in any violation or breach of, or constitute (with or without notice or lapse of time, or both) a default (or give rise to a right of termination, cancellation or acceleration of any obligation or loss of any material benefit) under, require a consent or waiver under, or result in the creation of a security interest, lien, claim, pledge, agreement, limitations in Acquisition LLC’s voting right, charge or other encumbrance of any nature on any of the properties or assets of Acquisition LLC pursuant to under any of the terms, conditions or provisions of, of any note, bond, mortgage, indenture, lease, license, contract, articles, articles supplementary contract or other agreement, instrument or obligation to which Acquisition LLC the Company is a party or by which Acquisition LLC or any of its properties or assets may be bound, or (iii) conflict with or violate any permit, concession, franchise, license, judgment, injunction, order, decree, statute, law, ordinance, rule or regulation applicable to Acquisition LLC the Company or any of its properties or assets, except in the case of (ii) and (iii) for any such conflicts, violations, defaults, terminations, cancellations or accelerations which would not have a Material Adverse Effect on the Company and its subsidiaries, taken as a whole. (c) No consent, approval, license, permit, order or authorization of, or registration, declaration, notice declaration or filing with, any Governmental Entity court, administrative agency or commission or other governmental authority or instrumentality ("GOVERNMENTAL ENTITY") is required by or with respect to Acquisition LLC the Company in connection with the execution and delivery of this Agreement or the consummation of the transactions contemplated by this Agreementhereby, except for (i) such consents, approvals, orders, authorizations, registrations, declarations and filings as may be required under applicable federal and state securities laws and the filing laws of the Acquisition LLC Articles of Merger with the Maryland Department of Assessments and Taxation and of the Fund Articles of Merger with the Florida Department of State, (ii) the filing of the Registration Statement with the SEC in accordance with the Securities Actany foreign country, and (iii) the compliance with any state securities laws. (d) As of the date hereof such other consents, authorizations, filings, approvals and as of the Effective Timeregistrations which, the Members have adopted this Agreement and approved the Merger and the other transactions contemplated hereby. (e) There is no agreement if not obtained or order binding upon Acquisition LLC or any of its assets or properties which has had or made, could reasonably be expected to have a Material Adverse Effect on the effect of prohibiting or impairing any business practice of Acquisition LLC or the conduct of business by Acquisition LLC Company and its subsidiaries, taken as currently conducted or as proposed to be conducted by Acquisition LLC. Acquisition LLC is not subject to any non-competition, non-solicitation or similar restriction on its businessa whole.

Authority; No Conflict; Required Filings and Consents. (a) Acquisition LLC Each of the Parent and Merger Sub has all requisite corporate power and authority to enter into this Agreement Agreement, to perform its obligations hereunder and, subject to the adoption of this Agreement by Acquisition LLC’s members (the “Members”) under the MLLCAMerger Sub Shareholder Approval, to consummate the transactions contemplated by Merger. The Parent Board, at a meeting duly called and held, has unanimously (i) determined that this Agreement and the Merger are in the best interests of the Company; (ii) adopted this Agreement; and (iii) approved the Merger. The execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement by Acquisition LLC the Parent and Xxxxxx Sub have been duly authorized by all necessary corporate action on the part of Acquisition LLCthe Parent and Merger Sub, subject only to the adoption of this Agreement by the MembersParent as sole shareholder of Merger Sub (the “Merger Sub Shareholder Approval”), which shall occur promptly after the execution and delivery of this Agreement. This Agreement has been duly executed and delivered by Acquisition LLC each of the Parent and Merger Sub and, assuming the due authorization, execution and delivery of this Agreement by the Company, constitutes the valid and binding obligation of Acquisition LLCthe Parent and Merger Sub, enforceable against each of the Parent and Merger Sub in accordance with its terms, except that the enforceability of this Agreement is subject only to the adoption of this Agreement by the MembersBankruptcy and Equity Exception. (b) The execution and delivery of this Agreement by Acquisition LLC does the Parent and Merger Sub do not, and the consummation by the Parent and Merger Sub of the transactions contemplated by this Agreement will shall not, (i) conflict with, or result in any violation or breach of, any provision of the Articles articles of Organizationincorporation or bylaws of the Parent, Operating Agreement Merger Sub or any other organizational document Subsidiary of Acquisition LLCthe Parent, (ii) conflict with, or result in any violation or breach of, or constitute (a default with or without notice or the lapse of time, or both) a default both (or give rise to a right of termination, cancellation or acceleration of any obligation or loss of any material benefit) under, or require a consent or waiver under, or result (or, with or without notice or lapse of time, or both, would result) in the creation of a security interest, lien, claim, pledge, agreement, limitations in Acquisition LLC’s voting right, charge or other encumbrance imposition of any nature Lien on any asset, property or right of the properties Parent, Merger Sub or assets any other Subsidiary of Acquisition LLC pursuant to the Parent under, any of the terms, conditions or provisions of, of any note, bond, mortgage, indenture, lease, license, contract, articles, articles supplementary or other agreement, instrument or obligation Contract to which Acquisition LLC the Parent or any of such Subsidiaries is a party or by which Acquisition LLC any of them or any of its properties their properties, rights or assets may be bound, or (iii) subject to compliance with the requirements specified in clauses (i) through (iv) of Section 3.4(c), conflict with or violate any permit, concession, franchise, license, judgment, injunction, order, decree, statute, law, ordinance, rule or regulation applicable to Acquisition LLC the Parent or any of its properties Subsidiaries or any of its or their respective properties, rights or assets, except in the case of clauses (ii) and (iii) of this Section 3.4(b) for any such conflicts, violations, breaches, defaults, terminations, cancellations, accelerations, losses, penalties or Liens, and for any consents or waivers not obtained, that, individually or in the aggregate, have not had and would not reasonably be expected to have a Parent Material Adverse Effect and would not reasonably be expected to prevent, or materially impair or delay, the ability of the Parent or Merger Sub to consummate the Merger. (c) No consent, approval, license, permit, order or authorization of, or registration, declaration, notice or filing with, any Governmental Entity or any stock market or stock exchange on which shares of Parent Capital Stock are listed for trading is required by or with respect to Acquisition LLC the Parent or any of its Subsidiaries in connection with the execution and delivery of this Agreement by the Parent and Merger Sub or the consummation by the Parent and Merger Sub of the transactions contemplated by this Agreement, except for (i) the filing of a premerger notification report by the Acquisition LLC Articles Parent and Merger Sub under the HSR Act, and the expiration or termination of Merger any applicable waiting period with the Maryland Department of Assessments and Taxation and of the Fund Articles of Merger with the Florida Department of State, respect thereto; (ii) the filing of the Registration Statement Articles of Merger with the SEC in accordance with the Securities Act, and Secretary of State; (iii) the filing with the SEC of such reports under Section 13(a) of the Exchange Act, and such other compliance with any the Exchange Act and the Securities Act and the rules and regulations thereunder, as may be required in connection with this Agreement and the Transactions; (iv) such consents, approvals, orders, authorizations, registrations, declarations, notices and filings as may be required under applicable state securities lawsor “blue sky” Laws or the rules and regulations of NYSE; and (v) any such other consents, approvals, licenses, permits, orders, authorizations, registrations, declarations, notices and filings which, if not obtained or made, individually or in the aggregate, would not reasonably be expected to have a Parent Material Adverse Effect and would not reasonably be expected to prevent, or materially impair or delay, the ability of the Parent and Merger Sub to consummate the Merger. (d) As Other than by reason of the date hereof and as of the Effective Time, the Members have adopted this Agreement and approved or the Merger and the other transactions contemplated hereby. , neither the Parent nor Merger Sub is an “interested shareholder” (eas defined in Section 23-1-43-10 of the Act) There is no agreement or order binding upon Acquisition LLC of the Company or any of its assets or properties which has had or could reasonably be expected to have the effect of prohibiting or impairing any business practice of Acquisition LLC or the conduct of business by Acquisition LLC as currently conducted or as proposed to be conducted by Acquisition LLC. Acquisition LLC is not subject to any non-competition, non-solicitation or similar restriction on its businessSubsidiaries.

Authority; No Conflict; Required Filings and Consents. (a) Acquisition LLC Each of the Parent and the Transitory Subsidiary has all requisite corporate power and authority to enter into this Agreement and, subject and to the adoption of this Agreement by Acquisition LLC’s members (the “Members”) under the MLLCA, to perform its obligations hereunder and consummate the transactions contemplated by this Agreement. The execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement by Acquisition LLC the Parent and the Transitory Subsidiary have been duly authorized by all necessary corporate action on the part of Acquisition LLCeach of the Parent and the Transitory Subsidiary, subject only to the adoption of this Agreement by the MembersParent as the sole stockholder of the Transitory Subsidiary (which shall occur immediately after the execution and delivery of this Agreement). This Agreement has been duly executed and delivered by Acquisition LLC each of the Parent and the Transitory Subsidiary and, assuming the due authorization, execution and delivery of this Agreement by the Company, constitutes the valid and binding obligation of Acquisition LLCeach of the Parent and the Transitory Subsidiary, enforceable against each of them in accordance with its terms, except that the enforceability of this Agreement is subject only to the adoption of this Agreement by the MembersBankruptcy and Equity Exception. (b) The execution and delivery of this Agreement by Acquisition LLC does each of the Parent and the Transitory Subsidiary do not, and the consummation by the Parent and the Transitory Subsidiary of the transactions contemplated by this Agreement will shall not, (i) conflict with, or result in any violation or breach of, any provision of the Articles certificate of Organizationincorporation, Operating Agreement bylaws or other organizational document documents of Acquisition LLCthe Parent or the Transitory Subsidiary, (ii) conflict with, or result in any violation or breach of, or constitute (with or without notice or lapse of time, or both) a default (or give rise to a right of termination, cancellation or acceleration of any obligation or loss of any material benefit) under, require a consent consent, notice or waiver under, constitute a change in control under, require the payment of a penalty under or result in the creation of a security interest, lien, claim, pledge, agreement, limitations in Acquisition LLC’s voting right, charge or other encumbrance imposition of any nature Liens on any of the properties Parent’s or the Transitory Subsidiary’s assets of Acquisition LLC pursuant to under, any of the terms, conditions or provisions of, of any note, bond, mortgage, indenture, lease, license, contractsublicense, articles, articles supplementary contract or other agreement, instrument or obligation to which Acquisition LLC the Parent or the Transitory Subsidiary is a party or by which Acquisition LLC any of them or any of its their properties or assets may be bound, or (iii) subject to compliance with the requirements specified in clauses (i) and (ii) of Section 4.2(c), conflict with or violate any permit, concession, franchise, license, judgment, injunction, order, decree, statute, law, ordinance, rule or regulation applicable to Acquisition LLC the Parent or the Transitory Subsidiary or any of its or their respective properties or assets, except in the case of clauses (ii) and (iii) of this Section 4.2(b) for any such conflicts, violations, breaches, defaults, terminations, cancellations, accelerations, losses, penalties or Liens, and for any consents, notices or waivers not obtained or delivered (as applicable), that, individually or in the aggregate, have not had, and would not reasonably be expected to result in, a Parent Material Adverse Effect. (c) No consent, approval, license, permit, order or authorization of, or registration, declaration, notice or filing with, any Governmental Entity or any stock market or stock exchange on which shares of common stock of the Parent are listed for trading is required by or with respect to Acquisition LLC the Parent or the Transitory Subsidiary in connection with the execution and delivery of this Agreement by the Parent or the Transitory Subsidiary or the consummation by the Parent or the Transitory Subsidiary of the transactions contemplated by this Agreement, except for (i) the filing of the Acquisition LLC Articles Certificate of Merger with the Maryland Department Secretary of Assessments State and Taxation and of the Fund Articles of Merger appropriate corresponding documents with the Florida Department appropriate authorities of Stateother states in which the Company is qualified as a foreign corporation to transact business, and (ii) the filing of the Registration Proxy Statement with the SEC in accordance with the Securities Exchange Act, and (iii) the compliance with any state securities laws. (d) As No vote of the date hereof and as holders of any class or series of the Effective TimeParent’s or the Transitory Subsidiary’s capital stock or other securities is necessary for the consummation by the Parent or the Transitory Subsidiary of the transactions contemplated by this Agreement, except for the Members have adopted adoption of this Agreement by the Parent as the sole stockholder of the Transitory Subsidiary (which shall occur immediately after the execution and approved the Merger and the other transactions contemplated herebydelivery of this Agreement). (e) There is no agreement or order binding upon Acquisition LLC or any of its assets or properties which has had or could reasonably be expected to have the effect of prohibiting or impairing any business practice of Acquisition LLC or the conduct of business by Acquisition LLC as currently conducted or as proposed to be conducted by Acquisition LLC. Acquisition LLC is not subject to any non-competition, non-solicitation or similar restriction on its business.

Authority; No Conflict; Required Filings and Consents. (a) Acquisition LLC The Buyer has all requisite power and authority (corporate and other) to enter into execute and deliver this Agreement and, subject and the Ancillary Agreements and to the adoption of this Agreement by Acquisition LLC’s members (the “Members”) under the MLLCA, to consummate the transactions contemplated by this Agreementperform its obligations hereunder and thereunder. The execution and delivery by the Buyer of this Agreement and the Ancillary Agreements and the performance by the Buyer of this Agreement and the consummation by the Buyer of the transactions contemplated by this Agreement by Acquisition LLC hereby and thereby have been duly and validly authorized by all necessary corporate and other action on the part of Acquisition LLC, subject only to the adoption of this Agreement by the MembersBuyer. This Agreement has and the Ancillary Agreements have been or will be as of the Closing Date duly and validly executed and delivered by Acquisition LLC the Buyer and, assuming the due authorization, execution and delivery by the Company, the Sellers, the Seller Representative and any other party thereto, constitutes the or will constitute a valid and binding obligation of Acquisition LLCthe Buyer, enforceable against it in accordance with its terms, except that the enforceability of this Agreement is subject only to the adoption of this Agreement by the MembersBankruptcy and Equity Exception. (b) The Neither the execution and delivery by the Buyer of this Agreement or the Ancillary Agreements, nor the performance by Acquisition LLC does notthe Buyer of its obligations hereunder or thereunder, and nor the consummation by the Buyer of the transactions contemplated by this Agreement hereby or thereby, will not, (i) conflict with, with or result in any violation or breach of, violate any provision of the Articles Organizational Documents of Organizationthe Buyer, Operating Agreement each as amended or other organizational document of Acquisition LLCrestated to date, (ii) require on the part of the Buyer any notice to or filing with, or any Permit, authorization, consent or approval of, any Governmental Entity, (iii) conflict with, or result in any violation or a breach of, or constitute (with or without due notice or lapse of time, time or both) a default (or give rise to a right of terminationunder, cancellation or result in the acceleration of any obligation or loss of any material benefit) obligations under, create in any party the right to accelerate, terminate, modify or cancel, or require a any notice, consent or waiver under, or result in the creation of a security interestany material contract, lienlease, claimsublease, pledgelicense, agreementsublicense, limitations in Acquisition LLC’s voting rightfranchise, charge or other encumbrance of any nature on any of the properties or assets of Acquisition LLC pursuant to any of the terms, conditions or provisions of, any note, bond, mortgagePermit, indenture, leaseagreement or mortgage for borrowed money, licenseinstrument of Indebtedness, contract, articles, articles supplementary Lien or other agreement, instrument or obligation arrangement to which Acquisition LLC the Buyer is a party or by which Acquisition LLC the Buyer is bound or to which any of its properties or the assets may be boundof the Buyer are subject, (iv) result in the imposition of any Lien upon any assets of the Buyer or (iiiv) conflict with or violate any permitorder, concession, franchise, license, judgmentwrit, injunction, order, decree, statute, law, ordinance, rule or regulation applicable to Acquisition LLC the Buyer or any of its properties or assets, except in the case of the foregoing clauses (iii), (iv) and (v) for such notices, consents and waivers that, if not obtained or made, and such conflicts, breaches, defaults, accelerations, terminations, modifications, cancellations, Liens and violations that, individually or in the aggregate, have not had and would not reasonably be expected to result in, the loss of a material right or in a material liability of the Buyer, taken as a whole. (c) No consent, approval, license, permitPermit, order or authorization of, or registration, declaration, notice or filing with, any Governmental Entity is required by or with respect to Acquisition LLC the Buyer in connection with the execution and delivery of this Agreement by the Buyer or the consummation by the Buyer of the transactions contemplated by this Agreement, except for (i) the filing of the Acquisition LLC Articles of Merger with the Maryland Department of Assessments and Taxation and of the Fund Articles of Merger with the Florida Department of State, (ii) the filing of the Registration Statement with the SEC in accordance with the Securities Act, and (iii) the compliance with any state securities laws. (d) As of the date hereof and as of the Effective Time, the Members have adopted this Agreement and approved the Merger and the other transactions contemplated hereby. (e) There is no agreement or order binding upon Acquisition LLC or any of its assets or properties which has had or could reasonably be expected to have the effect of prohibiting or impairing any business practice of Acquisition LLC or the conduct of business by Acquisition LLC as currently conducted or as proposed to be conducted by Acquisition LLC. Acquisition LLC is not subject to any non-competition, non-solicitation or similar restriction on its business.

Authority; No Conflict; Required Filings and Consents. (a) Acquisition LLC Each of Public Company and Merger Sub has all requisite corporate power and authority to enter into this Agreement and, subject only to the Public Company Stockholder Approval, and the adoption of this Agreement by Acquisition LLC’s members (Public Company in its capacity as the “Members”) under the MLLCAsole stockholder of Merger Sub, to consummate the transactions contemplated by this Agreement. Without limiting the generality of the foregoing, the Public Company Board, at a meeting duly called and held, by the unanimous vote of all directors in attendance, (i) determined that the Merger is fair to, and in the best interests of Public Company and its stockholders and (ii) directed that the Public Company Voting Proposal and, as applicable, the Other Public Company Voting Proposals, be submitted to the stockholders of Public Company for their approval and resolved to recommend that the stockholders of Public Company vote in favor of the approval of Public Company Voting Proposal and, as applicable, the Other Public Company Voting Proposals. The execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement by Acquisition LLC Public Company and Merger Sub have been duly authorized by all necessary corporate action on the part of Acquisition LLCeach of Public Company and Merger Sub, subject only to the required receipt of the Public Company Stockholder Approval and the adoption of this Agreement by Public Company in its capacity as the Memberssole stockholder of Merger Sub. This Agreement has been duly executed and delivered by Acquisition LLC each of Public Company and Merger Sub and, assuming the due execution and delivery by Merger Partner, constitutes the valid and binding obligation of Acquisition LLCeach of Public Company and Merger Sub, enforceable against Public Company and Merger Sub in accordance with its terms, except that the enforceability of this Agreement is subject only to the adoption of this Agreement by the MembersBankruptcy and Equity Exception. (b) The execution and delivery of this Agreement by Acquisition LLC does each of Public Company and Merger Sub do not, and the consummation by Public Company and Merger Sub of the transactions contemplated by this Agreement will shall not, (i) conflict with, or result in any violation or breach of, any provision of the Articles certificate of Organizationincorporation or bylaws of Public Company or Merger Sub or of the charter, Operating Agreement bylaws or other organizational document of Acquisition LLCany other Subsidiary of Public Company, each as amended, (ii) conflict with, or result in any violation or breach of, or constitute (with or without notice or lapse of time, or both) a default (or give rise to a right of termination, cancellation or acceleration of any obligation or loss of any material benefit) under, or require a consent or waiver under, constitute a change in control under, require the payment of a penalty under or result in the creation of a security interest, lien, claim, pledge, agreement, limitations in Acquisition LLC’s voting right, charge or other encumbrance imposition of any nature Lien on Public Company’s or any of the properties or its Subsidiaries’ assets of Acquisition LLC pursuant to under any of the terms, conditions or provisions of, of any note, bond, mortgage, indenture, lease, license, contract, articles, articles supplementary or other agreement, instrument or obligation Contract required to which Acquisition LLC is a party or by which Acquisition LLC or any be disclosed in Section 4.11(d) of its properties or assets may be boundthe Public Company Disclosure Schedule, or (iii) subject to obtaining the Public Company Stockholder Approval and compliance with the requirements specified in clauses (i) through (vii) of Section 4.4(c), conflict with or violate any permit, concession, franchise, license, judgment, injunction, order, decree, statute, law, ordinance, rule or regulation applicable to Acquisition LLC Public Company or any of its Subsidiaries or any of its or their properties or assets, except in the case of clauses (ii) and (iii) of this Section 4.4(b), for any such conflicts, violations, breaches, defaults, terminations, cancellations, accelerations or losses that, individually or in the aggregate have not had, and are not reasonably likely to result in, the loss of a material benefit to, or in the creation of a material liability for, Public Company or would not reasonably be expected to result in a Public Company Material Adverse Effect. Section 4.4(b) of the Public Company Disclosure Schedule lists all consents, waivers and approvals under any of Public Company’s or any of its Subsidiaries’ agreements, licenses or leases required to be obtained in connection with the consummation of the transactions contemplated by this Agreement, which, if individually or in the aggregate were not obtained, would result in a loss of a material benefit to, or the creation of any material liability for, Public Company, Merger Partner or the Surviving Corporation as a result of the Merger. (c) No consent, approval, license, permit, order or authorization of, or registration, declaration, notice or filing with, any Governmental Entity or any stock market or stock exchange on which shares of Public Company Common Stock are listed for trading is required by or with respect to Acquisition LLC Public Company or any of its Subsidiaries in connection with the execution and delivery of this Agreement or the consummation by Public Company or Merger Sub of the transactions contemplated by this Agreement, except for (i) the filing of the Acquisition LLC Articles Certificate of Merger with the Maryland Department of Assessments and Taxation and of the Fund Articles of Merger with the Florida Department Delaware Secretary of State, (ii) the filing of the Registration Statement with the SEC in accordance with the Securities Act, and (iii) the compliance filing of the Proxy Statement/Prospectus with any the SEC in accordance with the Exchange Act, (iv) the filing of such reports, schedules or materials under Section 13 of or Rule 4a-12 under the Exchange Act and materials under Rule 165 and Rule 425 under the Securities Act as may be required in connection with this Agreement and the transactions contemplated hereby and thereby, (v) such consents, approvals, orders, authorizations, registrations, declarations and filings as may be required under applicable state securities lawslaws and the laws of any foreign country, (vi) the filing of an initial listing application for the Public Company Common Stock on Nasdaq with respect to the shares of Public Company Common Stock to be issued pursuant to this Agreement (the “Nasdaq Listing Application”) and (vii) such other consents, authorizations, orders, filings, approvals and registrations that, individually or in the aggregate, if not obtained or made, would not result in a loss of a material benefit to, or the creation of any material liability for, Public Company or Merger Partner as a result of the Merger. (d) As The affirmative vote in favor of (i) Public Company Voting Proposal and the approval of the date hereof issuance of the securities of Public Company in the Post-Closing Financing, by the holders of a majority of the shares of Public Company Common Stock present or represented by proxy and as voting at the Public Company Meeting and (ii) the Other Public Company Voting Proposals with respect to amendments to Public Company’s certificate of incorporation to effect the Reverse Stock Split and to change the name of Public Company to Sonnet BioTherapeutics Holdings, Inc. immediately following the Effective Time, by the Members have adopted this Agreement holders of a majority of the issued and approved outstanding shares of Public Company Common Stock as of the Merger record date for the Public Company Meeting is the only vote of the holders of any class or series of Public Company’s capital stock or other securities of Public Company necessary to approve the Public Company Voting Proposal and the applicable Other Public Company Voting Proposals. There are no bonds, debentures, notes or other transactions contemplated herebyindebtedness of Public Company having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which stockholders of Public Company may vote. (e) There is no agreement or order binding upon Acquisition LLC or any of its assets or properties which has had or could reasonably be expected to have the effect of prohibiting or impairing any business practice of Acquisition LLC or the conduct of business by Acquisition LLC as currently conducted or as proposed to be conducted by Acquisition LLC. Acquisition LLC is not subject to any non-competition, non-solicitation or similar restriction on its business.

Authority; No Conflict; Required Filings and Consents. (a) Acquisition LLC has The Company and CNL Partnership, respectively, have all requisite corporate or limited partnership power and authority to enter into this Agreement and, subject to the adoption of this Agreement by Acquisition LLC’s members (the “Members”) under the MLLCA, and to consummate the transactions contemplated by this Agreement, including the Mergers. The Company Board has (i) approved this Agreement, the Mergers and the other transactions contemplated by this Agreement and declared that the Mergers and the other transactions contemplated by this Agreement are in the best interests of the Company and its stockholders on the terms and subject to the conditions set forth herein, (ii) directed that this Agreement, the Mergers and the other transactions contemplated hereby be submitted for consideration at a special meeting of the holders of the Company Common Stock (the “Company Meeting”) and (iii) recommended the approval of this Agreement, the Mergers and the other transactions contemplated hereby to the holders of the Company Common Stock. The execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement by Acquisition LLC the Company and CNL Partnership, including the Mergers, have been duly authorized by all necessary corporate action on the part of Acquisition LLCthe Company and partnership action on the part of CNL Partnership, subject only to affirmative approval of the adoption Company Merger by holders of this Agreement by a majority of the Membersoutstanding shares of Company Common Stock outstanding at the close of business on the record date for the Company Meeting (the “Company Stockholder Approval”). This Agreement has been duly executed and delivered by Acquisition LLC the Company and CNL Partnership and constitutes the valid and binding obligation of Acquisition LLCeach of the Company and CNL Partnership, enforceable in accordance with its terms, except that the enforceability of this Agreement is subject only to the adoption of this Agreement by the Members. (b) The execution and delivery of this Agreement by Acquisition LLC the Company and CNL Partnership does not, and the consummation of the transactions contemplated by this Agreement will not, (i) conflict with, or result in any violation or breach of, (1) any provision of the Company Articles of OrganizationIncorporation or the Company Bylaws, Operating (2) the CNL Partnership Agreement or the certificate of limited partnership of CNL Partnership or (3) the Charter Documents of any of the Company’s other organizational document of Acquisition LLCSubsidiaries, (ii) conflict with, or result in any violation or breach of, or constitute (with or without notice or lapse of time, or both) a default (or give rise to a right of termination, cancellation or acceleration of any obligation or loss of any material benefit) under, or require a consent or waiver under, or result in the creation of a security interest, lien, claim, pledge, agreement, limitations in Acquisition LLC’s voting right, charge or other encumbrance of any nature on any of the properties or assets of Acquisition LLC pursuant to any of the terms, conditions or provisions of, any note, bond, mortgage, indenture, lease, license, contract, articles, articles supplementary contract or other agreement, instrument or obligation to which Acquisition LLC the Company or any of its Subsidiaries is a party or by which Acquisition LLC any of them or any of its their properties or assets may be bound, or (iii) subject to compliance with the requirements specified in clauses (i), (ii), (iii), (iv) and (v) of Section 3.3(c), conflict with or violate any permit, concession, franchise, license, judgment, injunction, order, decree, statute, law, ordinance, rule or regulation applicable to Acquisition LLC the Company or any of its Subsidiaries or any of its or their properties or assets; or (iv) require the Company under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, lease, license, contract or other agreement, instrument or obligation to which it is a party or by which it or its assets are bound, to obtain the consent or approval of, or provide notice to, any other party to any such agreement, contract, arrangement or understanding, except in the case of clauses (ii), (iii) and (iv) of this Section 3.3(b) for any such conflicts, violations, breaches, defaults, terminations, cancellations, accelerations, losses, failure to obtain consent or approval or failure to notify which would not reasonably be expected to result in a Company Material Adverse Effect. (c) No consent, approval, license, permit, order or authorization of, or registration, declaration, notice or filing with, any court, arbitrational tribunal, administrative agency or commission or other federal, state or local, domestic, foreign or multinational governmental or regulatory authority or agency (a “Governmental Entity Entity”) is required by or with respect to Acquisition LLC the Company or any of its Subsidiaries in connection with the execution and delivery of this Agreement or the consummation of the transactions contemplated by this Agreement, except for (i) pre-merger notification under the filing Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the Acquisition LLC Articles of Merger with the Maryland Department of Assessments and Taxation and of the Fund Articles of Merger with the Florida Department of State“HSR Act”), (ii) the filing of the Registration Statement Articles of Merger with the SDAT, the filing of the Partnership Certificate of Merger with the Secretary of State of the State of Delaware, and appropriate corresponding documents with the Secretaries of State of other states in which the Company is qualified as a foreign corporation to transact business, (iii) the filing of reports with the Securities and Exchange Commission (the “SEC”) in accordance with the Securities Exchange Act of 1934, as amended (the “Exchange Act”), (iv) the filing of a proxy statement (the “Proxy Statement”) with the NYSE and the SEC in accordance with the Securities Act of 1933, as amended (the “Securities Act”), and (iiiv) the compliance with any state securities laws, and (vi) any consent, approval, license, permit, order, authorization, registration, declaration, notice or filing, which, if not obtained or made, would not reasonably be expected to result in a Company Material Adverse Effect. (d) As Other than (i) the Company Stockholder Approval at the Company Meeting (as defined below) and (ii) the approval of the date hereof Partnership Merger by the CNL General Partner and as holders of a majority of the Effective Timelimited partner interests in CNL Partnership which have already been irrevocably obtained, no other vote or approval of the Members have adopted this Agreement and approved holders of any class or series of Equity Interests of the Merger and the other transactions contemplated hereby. (e) There is no agreement or order binding upon Acquisition LLC Company or any of its assets Subsidiaries is necessary to approve this Agreement, the Company Merger, the Partnership Merger and the transactions contemplated by this Agreement. There are no bonds, debentures, notes or properties other indebtedness of the Company having the right to vote (or convertible into, or exchangeable or exercisable for, securities having the right to vote) on any matters on which has had or could reasonably be expected to have stockholders of the effect of prohibiting or impairing any business practice of Acquisition LLC or the conduct of business by Acquisition LLC as currently conducted or as proposed to be conducted by Acquisition LLC. Acquisition LLC is not subject to any non-competition, non-solicitation or similar restriction on its businessCompany may vote.

Authority; No Conflict; Required Filings and Consents. (a) Each of the Buyer and the Acquisition LLC Sub has all requisite corporate power and authority to enter into this Agreement and, subject to the adoption of this Agreement by Acquisition LLC’s members (the “Members”) under the MLLCA, and to consummate the transactions contemplated by this Agreement. The execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement by the Buyer and the Acquisition LLC Sub have been duly authorized by all necessary corporate action on the part of each of the Buyer and the Acquisition LLC, subject only to the adoption of this Agreement by the MembersSub. This Agreement has been duly executed and delivered by each of the Buyer and the Acquisition LLC Sub and constitutes the valid and binding obligation of each of the Buyer and the Acquisition LLCSub, enforceable against each of them in accordance with its terms, except that the enforceability of this Agreement is subject only to the adoption of this Agreement by the MembersBankruptcy and Equity Exception. (b) The execution and delivery of this Agreement by each of the Buyer and the Acquisition LLC does Sub do not, and the consummation by the Buyer and the Acquisition Sub of the transactions contemplated by this Agreement will shall not, (i) conflict with, or result in any violation or breach of, any provision of the Articles certificate of Organization, Operating Agreement incorporation or other organizational document bylaws of the Buyer or the Acquisition LLCSub, (ii) conflict with, or result in any violation or breach of, or constitute (with or without notice or lapse of time, or both) a default (or give rise to a right of termination, cancellation or acceleration of any obligation or loss of any material benefit) under, require a consent or waiver under, constitute a change in control under, require the payment of a penalty under or result in the creation of a security interest, lien, claim, pledge, agreement, limitations in Acquisition LLC’s voting right, charge or other encumbrance imposition of any nature Lien on any of the properties Buyer’s or the Acquisition Sub’s assets of Acquisition LLC pursuant to under, any of the terms, conditions or provisions of, of any note, bond, mortgage, indenture, lease, license, contract, articles, articles supplementary contract or other agreement, instrument or obligation to which the Buyer or the Acquisition LLC Sub is a party or by which Acquisition LLC any of them or any of its their properties or assets may be bound, or (iii) subject to compliance with the requirements specified in clauses (i) and (ii) of Section 4.2(c), conflict with or violate any permit, concession, franchise, license, judgment, injunction, order, decree, statute, law, ordinance, rule or regulation applicable to the Buyer or the Acquisition LLC Sub or any of its or their respective properties or assets, except in the case of clauses (ii) and (iii) of this Section 4.2(b) for any such conflicts, violations, breaches, defaults, terminations, cancellations, accelerations, losses, penalties or Liens, and for any consents or waivers not obtained, that, individually or in the aggregate, would not reasonably be expected to have a Buyer Material Adverse Effect. (c) No consent, approval, license, permit, order or authorization of, or registration, declaration, notice or filing with, any Governmental Entity or any stock market or stock exchange on which shares of common stock of Buyer are listed for trading is required by or with respect to the Buyer or the Acquisition LLC Sub in connection with the execution and delivery of this Agreement by the Buyer or the Acquisition Sub or the consummation by the Buyer or the Acquisition Sub of the transactions contemplated by this Agreement, except for (i) the filing of pre-merger notification requirements under the Acquisition LLC Articles of Merger with the Maryland Department of Assessments HSR Act, and Taxation and of the Fund Articles of Merger with the Florida Department of State, (ii) the filing of the Registration Statement Certificate of Merger with the SEC in accordance Delaware Secretary of State and appropriate corresponding documents with the Securities Act, and (iii) appropriate authorities of other states in which the compliance with any state securities lawsCompany is qualified as a foreign corporation to transact business. (d) As No vote of the date hereof and as holders of any class or series of the Effective Time, Buyer’s capital stock or other securities is necessary for the Members have adopted this Agreement and approved consummation by the Merger and Buyer of the other transactions contemplated herebyby this Agreement. (e) There is no agreement or order binding upon Acquisition LLC or any of its assets or properties which has had or could reasonably be expected to have the effect of prohibiting or impairing any business practice of Acquisition LLC or the conduct of business by Acquisition LLC as currently conducted or as proposed to be conducted by Acquisition LLC. Acquisition LLC is not subject to any non-competition, non-solicitation or similar restriction on its business.

Authority; No Conflict; Required Filings and Consents. (a) Acquisition LLC Each of Parent and Merger Sub has all requisite corporate power and authority to enter into this Agreement and, subject to the adoption of this Agreement by Acquisition LLC’s members (the “Members”) under the MLLCA, and to consummate the transactions contemplated by this Agreementhereby. The execution and delivery by Parent of this Agreement and, assuming that the consents, approvals, orders, authorizations, registrations, declarations and filings referred to in Section 4.03(c) are duly obtained and made, the --------------- consummation of the transactions contemplated by this Agreement by Acquisition LLC Parent and Merger Sub have been duly authorized by all necessary corporate action on the part of Acquisition LLC, subject only to each of Parent and Merger Sub (including the adoption of this Agreement by Parent as the Memberssole stockholder of Merger Sub), subject only to the approval of the issuance of Parent Common Stock in the Merger (the "Parent Voting ------------- Proposal") by Parent stockholders. This Agreement has been duly -------- executed and delivered by Acquisition LLC each of Parent and Merger Sub and, assuming the due authorization, execution, and delivery of this Agreement by Company, constitutes the valid and binding obligation of Acquisition LLCeach of Parent and Merger Sub, enforceable in accordance with its terms, except that the enforceability of this Agreement is subject only to the adoption of this Agreement by the MembersBankruptcy and Equity Exception. (b) The execution and delivery of this Agreement by Acquisition LLC does each of Parent and Merger Sub do not, and the consummation by Parent and Merger Sub of the transactions contemplated by this Agreement will not, (i) conflict with, or result in any violation or breach of, any provision of the Articles Certificate of Organization, Operating Agreement Incorporation or other organizational document Bylaws of Acquisition LLCParent or the Certificate of Incorporation or Bylaws of Merger Sub, (ii) conflict with, or result in any violation or breach of, or constitute (with or without notice or lapse of time, or both) a default (or give rise to a right of termination, cancellation or acceleration of any obligation or loss of any material benefit) under, or require a consent or waiver under, or result in the creation of a security interest, lien, claim, pledge, agreement, limitations in Acquisition LLC’s voting right, charge or other encumbrance of any nature on any of the properties or assets of Acquisition LLC pursuant to any of the terms, conditions or provisions of, of any note, bond, mortgage, indenture, lease, license, contract, articles, articles supplementary contract or other agreement, instrument or obligation to which Acquisition LLC Parent or any of its Subsidiaries is a party or by which Acquisition LLC any of them or any of its their properties or assets may be bound, or (iii) conflict with or violate any permit, concession, franchise, license, judgment, injunction, order, decree, statute, law, ordinance, rule or regulation applicable to Acquisition LLC Parent or any of its Subsidiaries or any of its or their properties or assets. (c) No material consent, approval, license, permit, order or authorization of, or registration, declaration, notice declaration or filing with, any Governmental Entity is required to be obtained or made by or with respect to Acquisition LLC Parent or any of its Subsidiaries prior to the Effective Time in connection with the execution and delivery by Parent and Merger Sub of this Agreement or the consummation by Parent and Merger Sub of the transactions contemplated by this Agreementhereby, except for (i) the filing of a pre-merger notification and report form under the Acquisition LLC Articles of Merger with the Maryland Department of Assessments and Taxation and of the Fund Articles of Merger with the Florida Department of StateHSR Act, (ii) the filing of the Registration Statement with the SEC in accordance with the Securities Act, and (iii) the compliance filing of the Certificate of Merger with any the Secretary of State of the State of Delaware, (iv) the filing of the Joint Proxy Statement/Prospectus with the SEC in accordance with the Exchange Act, and (v) such consents, approvals, orders, authorizations, registrations, declarations and filings as may be required under applicable state securities laws. (d) As of the date hereof and as of the Effective Time, the Members have adopted this Agreement and approved the Merger laws and the other transactions contemplated herebylaws of any foreign country. (e) There is no agreement or order binding upon Acquisition LLC or any of its assets or properties which has had or could reasonably be expected to have the effect of prohibiting or impairing any business practice of Acquisition LLC or the conduct of business by Acquisition LLC as currently conducted or as proposed to be conducted by Acquisition LLC. Acquisition LLC is not subject to any non-competition, non-solicitation or similar restriction on its business.

Authority; No Conflict; Required Filings and Consents. (a) Acquisition LLC The Company has all requisite power and authority (corporate and other) to enter into execute and deliver this Agreement and, subject and the Ancillary Agreements and to the adoption of this Agreement by Acquisition LLC’s members (the “Members”) under the MLLCA, to consummate the transactions contemplated by this Agreementperform its obligations hereunder and thereunder. The execution and delivery by the Company of this Agreement and the Ancillary Agreements and the performance by the Company of this Agreement and the consummation by the Company of the transactions contemplated by this Agreement by Acquisition LLC hereby and thereby have been duly and validly authorized by all necessary corporate and other action on the part of Acquisition LLC, subject only to the adoption of this Agreement by Company and the MembersSellers. This Agreement has and the Ancillary Agreements have been or will be as of the Closing Date duly and validly executed and delivered by Acquisition LLC the Company and assuming the due authorization, execution and delivery by the Buyer, constitutes the or will constitute a valid and binding obligation of Acquisition LLCthe Company, enforceable against it in accordance with its terms, except that the enforceability of this Agreement is subject only to the adoption of this Agreement by the MembersBankruptcy and Equity Exception. (b) The Neither the execution and delivery by the Company or the Sellers of this Agreement or the Ancillary Agreements, nor the performance by Acquisition LLC does notthe Company or the Sellers of their respective obligations hereunder or thereunder, and nor the consummation by the Company or the Sellers of the transactions contemplated by this Agreement hereby or thereby, will not, (i) conflict with, with or result in any violation or breach of, violate any provision of the Articles Organizational Documents of Organizationthe Company, Operating Agreement each as amended or other organizational document restated to date, or the Organizational Documents of Acquisition LLCany Subsidiary, each as amended or restated to date, (ii) require on the part of the Company or any Subsidiary any notice to or filing with, or any Permit, authorization, consent or approval of, any Governmental Entity, (iii) conflict with, or result in any violation or a breach of, or constitute (with or without due notice or lapse of time, time or both) a default (or give rise to a right of terminationunder, cancellation or result in the acceleration of any obligation or loss of any material benefit) obligations under, create in any party the right to accelerate, terminate, modify or cancel, or require a any notice, consent or waiver under, or result in the creation of a security interestany contract, lienlease, claimsublease, pledgelicense, agreementsublicense, limitations in Acquisition LLC’s voting rightfranchise, charge or other encumbrance of any nature on any of the properties or assets of Acquisition LLC pursuant to any of the terms, conditions or provisions of, any note, bond, mortgagePermit, indenture, leaseagreement or mortgage for borrowed money, licenseinstrument of Indebtedness, contract, articles, articles supplementary Lien or other agreement, instrument or obligation arrangement to which Acquisition LLC the Company or any Subsidiary is a party or by which Acquisition LLC the Company or any Subsidiary is bound or to which any of its properties the assets of the Company or any Subsidiary are subject, (iv) result in the imposition of any Lien upon any assets may be bound, of the Company or any Subsidiary or (iiiv) conflict with or violate any permitorder, concession, franchise, license, judgmentwrit, injunction, order, decree, statute, law, ordinance, rule or regulation applicable to Acquisition LLC the Company or any Subsidiary or any of its their respective properties or assets, except in the case of the foregoing clauses (iii), (iv) and (v) for such notices, consents and waivers that, if not obtained or made, and such conflicts, breaches, defaults, accelerations, terminations, modifications, cancellations, Liens and violations that, individually or in the aggregate, have not been and would not reasonably be expected to result in, the loss of a material right or in a material liability of the Company and the Subsidiaries, taken as a whole. (c) No consent, approval, license, permitPermit, order or authorization of, or registration, declaration, notice or filing with, any Governmental Entity is required by or with respect to Acquisition LLC the Company or any Subsidiary in connection with the execution and delivery of this Agreement by the Company or the consummation by the Company of the transactions contemplated by this Agreement, except for (i) the filing of the Acquisition LLC Articles of Merger with the Maryland Department of Assessments and Taxation and of the Fund Articles of Merger with the Florida Department of State, (ii) the filing of the Registration Statement with the SEC in accordance with the Securities Act, and (iii) the compliance with any state securities laws. (d) As of the date hereof and as of the Effective Time, the Members have adopted this Agreement and approved the Merger and the other transactions contemplated hereby. (e) There is no agreement or order binding upon Acquisition LLC or any of its assets or properties which has had or could reasonably be expected to have the effect of prohibiting or impairing any business practice of Acquisition LLC or the conduct of business by Acquisition LLC as currently conducted or as proposed to be conducted by Acquisition LLC. Acquisition LLC is not subject to any non-competition, non-solicitation or similar restriction on its business.

Authority; No Conflict; Required Filings and Consents. (a) Acquisition LLC has Parent and Sub have all requisite corporate power and authority to enter into this Agreement andAgreement, subject to the adoption of this Agreement by Acquisition LLC’s members (the “Members”) under the MLLCA, and Parent and Sub have all requisite power and authority to consummate the transactions contemplated by this Agreementhereby. The execution and delivery by Parent and Sub of this Agreement and the consummation by Parent and Sub of the transactions contemplated by this Agreement by Acquisition LLC hereby, have been duly authorized by all necessary corporate and shareholder action on the part of Acquisition LLC, subject only to the adoption of this Agreement by the MembersParent and Sub. This Agreement has and the other agreements contemplated herein have been duly executed and delivered by Acquisition LLC Parent and constitutes the constitute valid and binding obligation obligations of Acquisition LLCParent, enforceable in accordance with its termsthe terms hereof and thereof, except that the as such enforceability may be limited by (i) bankruptcy laws and other similar laws affecting creditors' rights generally and (ii) general principles of this Agreement is subject only to the adoption equity, regardless of this Agreement by the Memberswhether asserted in a proceeding in equity or at law. (b) The execution and delivery of this Agreement by Acquisition LLC Parent and Sub does not, and the consummation by Parent and Sub of the transactions contemplated by this Agreement hereby will not, (i) conflict with, or result in any violation or breach of, of any provision of the Articles certificate of Organization, Operating Agreement incorporation or other organizational document bylaws of Acquisition LLC, (ii) conflict with, Parent or result in any violation or breach of, or constitute (with or without notice or lapse of time, or both) a default (or give rise to a right of termination, cancellation or acceleration of any obligation or loss of any material benefit) under, require a consent or waiver under, or result in the creation of a security interest, lien, claim, pledge, agreement, limitations in Acquisition LLC’s voting right, charge or other encumbrance of any nature on any of the properties or assets of Acquisition LLC pursuant to any of the terms, conditions or provisions of, any note, bond, mortgage, indenture, lease, license, contract, articles, articles supplementary or other agreement, instrument or obligation to which Acquisition LLC is a party or by which Acquisition LLC or any of its properties or assets may be boundSub, or (iiiii) conflict with or violate any permit, concession, agreements, instruments, or obligations, franchise, license, judgment, injunction, order, decree, statute, law, ordinance, rule or regulation applicable to Acquisition LLC Parent or Sub or any of its their properties or assets. (c) No consent, approval, license, permit, approval order or authorization of, or registration, declaration, notice declaration or filing with, any Governmental Entity is required by or with respect to Acquisition LLC Parent or Sub in connection with the execution and delivery of this Agreement Agreement, or the consummation of the transactions contemplated by this Agreementhereby, except for (i) the filing of a pre-merger notification report under the Acquisition LLC Articles HSR Act, and, in the case of Merger with the Maryland Department of Assessments this Agreement and Taxation and certain of the Fund Articles of Merger with the Florida Department of Statetransactions contemplated hereby, (ii) the filing of the Registration Statement with Articles of Merger with, and the SEC issuance of the Illinois Certificate of Merger by, the Secretary of State of the State of Illinois in accordance with the Securities ActIllinois Statute, and (iii) the compliance with any state securities laws. (d) As filing of documents to satisfy the applicable requirements, if any, of the date hereof Exchange Act and as state takeover laws, (iv) the filing with the SEC of the Effective TimeRegistration Statement, (v) approval by the Members have adopted this Agreement Illinois Public Utility Commission and approved applicable State and local franchising authorities and (vi) consents, authorizations, filings, approvals and registrations pursuant to the Merger and foregoing or set forth in the other transactions contemplated herebyCompany Disclosure Schedules. (e) There is no agreement or order binding upon Acquisition LLC or any of its assets or properties which has had or could reasonably be expected to have the effect of prohibiting or impairing any business practice of Acquisition LLC or the conduct of business by Acquisition LLC as currently conducted or as proposed to be conducted by Acquisition LLC. Acquisition LLC is not subject to any non-competition, non-solicitation or similar restriction on its business.

Authority; No Conflict; Required Filings and Consents. (a) Acquisition LLC Otic Pharma has all requisite corporate power and authority to enter into this Agreement and, subject to the adoption of this Agreement by Acquisition LLC’s members (the “Members”) under the MLLCA, and to consummate the transactions contemplated by this Agreement. The execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement by Acquisition LLC Otic Pharma have been duly authorized by all necessary corporate action on the part of Acquisition LLC, subject only to the adoption of this Agreement by the MembersOtic Pharma. This Agreement has been duly executed and delivered by Acquisition LLC Otic Pharma and constitutes the valid and binding obligation of Acquisition LLCOtic Pharma, enforceable against Otic Pharma in accordance with its terms, except that the enforceability of this Agreement is subject only to the adoption of this Agreement by the MembersBankruptcy and Equity Exception. (b) The execution and delivery of this Agreement by Acquisition LLC Otic Pharma does not, and the consummation by Otic Pharma of the transactions contemplated by this Agreement will Transaction shall not, (i) conflict with, or result in any violation or breach of, any provision of the Articles certificate of Organizationincorporation or bylaws of Otic Pharma or of the charter, Operating Agreement bylaws or other organizational document of Acquisition LLCany Subsidiary of Otic Pharma, (ii) conflict with, or result in any violation or breach of, or constitute (with or without notice or lapse of time, or both) a default (or give rise to a right of termination, cancellation or acceleration of any obligation or loss of any material benefit) under, or require a consent or waiver under, constitute a change in control under, require the payment of a penalty under or result in the creation of a security interest, lien, claim, pledge, agreement, limitations in Acquisition LLC’s voting right, charge or other encumbrance imposition of any nature Liens on Otic Pharma’s or any of the properties or its Subsidiaries’ assets of Acquisition LLC pursuant to under any of the terms, conditions or provisions of, of any note, bond, mortgage, indenture, lease, license, contract, articles, articles supplementary or other agreement, instrument or obligation Contract required to which Acquisition LLC is a party or by which Acquisition LLC or any be disclosed in Section 3.11(d) of its properties or assets may be boundthe Otic Pharma Disclosure Schedules, or (iii) conflict with or violate any permit, concession, franchise, license, judgment, injunction, order, decree, statute, law, ordinance, rule or regulation applicable to Acquisition LLC Otic Pharma or any of its Subsidiaries or any of its or their properties or assets, except in the case of clauses (ii) and (iii) of this Section 3.4(b) for any such conflicts, violations, breaches, defaults, terminations, cancellations, accelerations or losses that, individually or in the aggregate, have not had, and are not reasonably likely to result in, the loss of a material benefit to, or in the creation of any material liability for, Otic Pharma. Section 3.4(b) of the Otic Pharma Disclosure Schedule lists all consents, waivers and approvals under any of Otic Pharma’s or any of its Subsidiaries’ agreements, licenses or leases required to be obtained in connection with the consummation of the transactions contemplated by this Agreement, which, if individually or in the aggregate were not obtained, would result in a loss of a material benefit to, or the creation of any material liability for, Otic Pharma or Public Company as a result of the Transaction. (c) No Except as set forth in Section 3.14(c) of the Otic Pharma Disclosure Schedule, no consent, approval, license, permit, order or authorization of, or registration, declaration, notice or filing with, any Governmental Entity is required by or with respect to Acquisition LLC Otic Pharma or any of its Subsidiaries in connection with the execution and delivery of this Agreement by Otic Pharma or the consummation by Otic Pharma of the transactions contemplated by this AgreementTransaction, except for (i) such consents, authorizations, orders, filings, approvals and registrations that, individually or in the filing aggregate, if not obtained or made, would not result in a loss of a material benefit to, or the creation of any material liability for, Otic Pharma or Public Company as a result of the Acquisition LLC Articles Transaction. No publication of Merger a prospectus in Israel is required by or with the Maryland Department of Assessments and Taxation and of the Fund Articles of Merger with the Florida Department of State, (ii) the filing of the Registration Statement with the SEC in accordance with the Securities Act, and (iii) the compliance with any state securities laws. (d) As of the date hereof and as of the Effective Time, the Members have adopted this Agreement and approved the Merger and the other transactions contemplated hereby. (e) There is no agreement or order binding upon Acquisition LLC respect to Otic Pharma or any of its assets or properties which has had or could reasonably be expected to have Subsidiaries in connection with the effect execution and delivery of prohibiting or impairing any business practice of Acquisition LLC this Agreement by Otic Pharma or the conduct consummation by Otic Pharma of business by Acquisition LLC as currently conducted or as proposed to be conducted by Acquisition LLC. Acquisition LLC is not subject to any non-competition, non-solicitation or similar restriction on its businessthe Transaction.

Authority; No Conflict; Required Filings and Consents. (a) Acquisition LLC The Company has all requisite corporate power and authority to enter into this Agreement and, subject to and the adoption of this Company Stock Option Agreement by Acquisition LLC’s members (the “Members”) under the MLLCA, and to consummate the transactions contemplated by this Agreement and the Company Stock Option Agreement. The execution and delivery of this Agreement and the Company Stock Option Agreement and the consummation of the transactions contemplated by this Agreement and the Company Stock Option Agreement by Acquisition LLC the Company have been duly authorized by all necessary corporate action on the part of Acquisition LLCthe Company, subject only to the adoption approval of this Agreement the Merger by the MembersCompany's stockholders under the TBCA. This Agreement has and the Company Stock Option Agreement have been duly executed and delivered by Acquisition LLC the Company and constitutes constitute the valid and binding obligation obligations of Acquisition LLCthe Company, enforceable in accordance with its their respective terms, except that the as such enforceability may be limited by principles of this Agreement is public policy and subject only to the adoption of this Agreement by the Membersbankruptcy, insolvency and other laws relating to or affecting creditors' rights generally and to general equitable principles. (b) The execution and delivery of this Agreement and the Company Stock Option Agreement by Acquisition LLC the Company does not, and the consummation of the transactions contemplated by this Agreement and the Company Stock Option Agreement will not, (i) conflict with, or result in any violation or breach of, any provision of the Restated Articles of OrganizationIncorporation or By-laws of the Company or the charter, Operating Agreement by-laws, or other organizational document of Acquisition LLCany Subsidiary of the Company, (ii) conflict with, or result in any violation or breach of, or constitute (with or without notice or lapse of time, or both) a default (or give rise to a right of termination, cancellation or acceleration of any obligation or loss of any material benefit) under, or require a consent or waiver under, or result in the creation of a security interest, lien, claim, pledge, agreement, limitations in Acquisition LLC’s voting right, charge or other encumbrance of any nature on any of the properties or assets of Acquisition LLC pursuant to any of the terms, conditions or provisions of, of any note, bond, mortgage, indenture, lease, license, contract, articles, articles supplementary contract or other agreement, instrument or obligation to which Acquisition LLC the Company or any of its Subsidiaries is a party or by which Acquisition LLC any of them or any of its their properties or assets may be bound, or (iii) subject to compliance with the requirements specified in clauses (i), (ii), (iii), (iv) and (v) of Section 3.3(c), conflict with or violate any permit, concession, franchise, license, judgment, injunction, order, decree, statute, law, ordinance, rule or regulation applicable to Acquisition LLC the Company or any of its Subsidiaries or any of its or their properties or assets, except in the case of (ii) and (iii) for any such conflicts, violations, breaches, defaults, terminations, cancellations or accelerations which, individually or in the aggregate, are not reasonably likely to have a Company Material Adverse Effect. (c) No consent, approval, license, permit, order or authorization of, or or, registration, declaration, notice or filing with, any court, arbitrational tribunal, administrative agency or commission or other governmental or regulatory authority or agency (a "Governmental Entity Entity") is required by or with respect to Acquisition LLC the Company or any of its Subsidiaries in connection with the execution and delivery of this Agreement and the Company Stock Option Agreement by the Company or the consummation of the transactions contemplated by this Agreement or the Company Stock Option Agreement, except for (i) the filing of a pre-merger notification report under the Acquisition LLC Articles Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of Merger with 1976, as amended (the Maryland Department of Assessments and Taxation and of the Fund Articles of Merger with the Florida Department of State"HSR Act"), (ii) the filing of the Registration Statement Certificate of Merger with the SEC Secretary of State of the States of Delaware and the filing of Articles of Merger with the Secretary of State of the State of Texas, (iii) the filing of the Proxy Statement (as defined in Section 3.16 below) with the Securities and Exchange Commission (the "SEC") in accordance with the Securities Exchange Act of 1934, as amended (the "Exchange Act"), (iv) the filing of such reports or schedules under Section 13 of the Exchange Act as may be required in connection with this Agreement and the transactions contemplated hereby and (iiiv) the compliance with any such consents, approvals, orders, authorizations, registrations, declarations and filings as may be required under applicable state securities laws. (d) As The affirmative vote of the date hereof and as holders of two-thirds of the Effective Timeoutstanding shares of Company Common Stock on the record date for the Company Meeting (as defined below) is the only vote of the holders of any class or series of the Company's capital stock or other securities necessary to approve the Merger. There are no bonds, debentures, notes or other indebtedness of the Members have adopted this Agreement and approved Company having the Merger and right to vote (or convertible into, or exchangeable for, securities having the other transactions contemplated herebyright to vote) on any matters on which stockholders of the Company may vote. (e) There is no agreement or order binding upon Acquisition LLC or any of its assets or properties which has had or could reasonably be expected to have the effect of prohibiting or impairing any business practice of Acquisition LLC or the conduct of business by Acquisition LLC as currently conducted or as proposed to be conducted by Acquisition LLC. Acquisition LLC is not subject to any non-competition, non-solicitation or similar restriction on its business.

Authority; No Conflict; Required Filings and Consents. (a) Acquisition LLC The Company has all requisite corporate power and authority to enter into this Agreement and, subject to the adoption of this Agreement by Acquisition LLCthe Company’s members (the “Members”) stockholders under the MLLCAMGCL, to consummate the transactions contemplated by this Agreement. The execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement by Acquisition LLC the Company have been duly authorized by all necessary corporate action on the part of Acquisition LLCthe Company, subject only to the adoption of this Agreement by the MembersCompany’s stockholders under the MGCL. This Agreement has been duly executed and delivered by Acquisition LLC the Company and constitutes the valid and binding obligation of Acquisition LLCthe Company, enforceable in accordance with its terms, except that the enforceability of this Agreement is subject only to the adoption of this Agreement by the MembersCompany’s stockholders under the MGCL. (b) The execution and delivery of this Agreement by Acquisition LLC the Company does not, and the consummation of the transactions contemplated by this Agreement will not, (i) conflict with, or result in any violation or breach of, any provision of the Restated Articles of OrganizationIncorporation or Bylaws of the Company or the charter, Operating Agreement Bylaws, or other organizational document of Acquisition LLCany of its Subsidiaries, (ii) except as set forth on Section 3.3(b) of the Company Disclosure Schedule, conflict with, or result in any violation or breach of, or constitute (with or without notice or lapse of time, or both) a default (or give rise to a right of termination, cancellation or acceleration of any obligation or loss of any material benefit) under, require a consent or waiver under, or result in the creation of a security interest, lien, claim, pledge, agreement, limitations in Acquisition LLCthe Company’s voting right, charge or other encumbrance of any nature on any of the properties or assets of Acquisition LLC the Company or any of its Subsidiaries pursuant to any of the terms, conditions or provisions of, any note, bond, mortgage, indenture, lease, license, contract, articles, articles supplementary or other agreement, instrument or obligation to which Acquisition LLC the Company or any of its Subsidiaries is a party or by which Acquisition LLC any of them or any of its their properties or assets may be bound, or (iii) subject to compliance with the requirements specified in clauses (i), (ii), (iii), (iv) and (v) of Section 3.3(c), conflict with or violate any permit, concession, franchise, license, judgment, injunction, order, decree, statute, law, ordinance, rule or regulation applicable to Acquisition LLC the Company or any of its Subsidiaries or any of its or their properties or assets; or (iv) require the Company under the terms of any agreement, contract, arrangement or understanding to which it is a party or by which it or its assets are bound, to obtain the consent or approval of, or provide notice to, any other party to any such agreement, contract, articles, articles supplementary, arrangement or understanding, except in the case of clauses (ii), (iii) and (iv) of this Section 3.3(b) for any such conflicts, violations, breaches, defaults, terminations, cancellations, accelerations, losses, failure to obtain consent or approval or failure to notify which could not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. (c) No consent, approval, license, permit, order or authorization of, or registration, declaration, notice or filing with, any court, arbitrational tribunal, administrative agency or commission or other governmental or regulatory authority or agency (a “Governmental Entity Entity”) is required by or with respect to Acquisition LLC the Company or any of its Subsidiaries in connection with the execution and delivery of this Agreement or the consummation of the transactions contemplated by this Agreement, except for (i) pre-merger notification under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”), (ii) the filing of the Acquisition LLC Articles of Merger with the Maryland Department of Assessments and Taxation and of the Fund Articles of Merger appropriate corresponding documents with the Florida Department Secretaries of StateState of other states in which the Company is qualified as a foreign corporation to transact business, (iiiii) the filing of reports with the Securities and Exchange Commission (the “SEC”) in accordance with the Securities Exchange Act of 1934, as amended (the “Exchange Act”), (iv) the filing of the Registration Statement (as defined herein) with the SEC in accordance with the Securities Act of 1933, as amended (the “Securities Act”), and (iiiv) the compliance with any state securities laws, and (vi) any consent, approval, license, permit, order, authorization, registration, declaration, notice or filing, which, if not obtained or made, could not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. (d) As of the date hereof and as of the Effective Time, the Members have adopted Company Board has, at a meeting duly called and held, (i) unanimously approved this Agreement to which the Company is a party, (ii) determined that the transactions contemplated hereby are advisable, fair to and in the best interests of the stockholders of the Company, (iii) resolved to recommend adoption of this Agreement, the Merger, the Company Charter Amendments, and the other transactions contemplated hereby to the stockholders of the Company, and (iv) directed that this Agreement and approved the Merger Company Charter Amendments be submitted to the stockholders of the Company for their approval and authorization. The Company Board has not withdrawn, rescinded or modified such approvals, determination, and resolutions to recommend. The affirmative vote of a majority of all outstanding shares of Company Common Stock and Company Series B Preferred Stock are the only votes of the holders of any class or series of capital stock of the Company necessary to approve and authorize this Agreement, the Merger, the first amendment referred to in the Company Charter Amendments and the other transactions contemplated hereby. The affirmative vote of at least two-thirds of all outstanding shares of Company Common Stock is the only vote of the holders of any class or series of capital stock of the Company necessary to approve and authorize the second amendment referred to in the Company Charter Amendments. The holders of the Company Series A Preferred Stock have no right to vote on this approval of this Agreement, the Merger, the Company Charter Amendments and the other transactions contemplated hereby. As of the date of this Agreement, the holders of the Company Common Stock that are parties to the Company Stockholders’ Agreement own (beneficially and of record) and have the right to vote, in the aggregate, approximately 1.87% of the total issued and outstanding Company Common Stock. (e) There To the Company’s Knowledge, there is no agreement or order binding upon Acquisition LLC the Company or any of its Subsidiaries or any of their assets or properties which has had or could reasonably be expected to have the effect of prohibiting or impairing any business practice of Acquisition LLC the Company or any of its Subsidiaries or the conduct of business by Acquisition LLC the Company or any of its Subsidiaries as currently conducted or as proposed to be conducted by Acquisition LLCthe Company or any of its Subsidiaries. Acquisition LLC Neither the Company nor any of its Subsidiaries is not subject to any non-competition, non-solicitation or similar restriction on its businesstheir respective businesses.

Authority; No Conflict; Required Filings and Consents. (a) Acquisition LLC Each of the Parent and the Merger Sub has all requisite corporate power and authority to enter into this Agreement andAgreement, subject to the adoption of this Agreement by Acquisition LLC’s members (the “Members”) under the MLLCA, perform its obligations hereunder and to consummate the Merger and the other transactions contemplated by this Agreement. The execution and delivery of this Agreement by the Parent and the Merger Sub and the consummation by the Parent and the Merger Sub of the Merger and the other transactions contemplated by this Agreement by Acquisition LLC have been duly authorized by all necessary corporate action on the part of Acquisition LLC, subject only to each of the Parent and the Merger Sub (other than the adoption of this Agreement by the MembersParent in its capacity as the sole stockholder of the Merger Sub, which shall occur prior to the Closing Date). This Agreement has been duly executed and delivered by Acquisition LLC each of the Parent and the Merger Sub and constitutes the valid and binding obligation of Acquisition LLCeach of the Parent and the Merger Sub, enforceable in accordance with its terms, except that the enforceability of this Agreement is subject only to the adoption of this Agreement by the Members. (b) The execution and delivery of this Agreement by Acquisition LLC does each of the Parent and the Merger Sub do not, and the consummation by the Parent and the Merger Sub of the Merger and the other transactions contemplated by this Agreement will shall not, (i) conflict with, or result in any violation or breach of, any provision of the Articles charter or By-laws of Organization, Operating Agreement the Parent or other organizational document of Acquisition LLCthe Merger Sub, (ii) conflict with, or result in any violation or breach of, or constitute (with or without notice or lapse of time, or both) a default (or give rise to a right of termination, cancellation or acceleration of any obligation or loss of any material benefit) under, or require a consent or waiver under, or result in the creation of a security interest, lien, claim, pledge, agreement, limitations in Acquisition LLC’s voting right, charge or other encumbrance of any nature on any of the properties or assets of Acquisition LLC pursuant to any of the terms, conditions or provisions of, of any note, bond, mortgage, indenture, lease, license, contract, articles, articles supplementary contract or other agreement, instrument or obligation to which Acquisition LLC the Parent or the Merger Sub is a party or by which Acquisition LLC either of them or any of its their properties or assets may be bound, or (iii) subject to compliance with the requirements specified in clauses (i) through (iv) of Section 4.2(c), conflict with or violate any permit, concession, franchise, license, judgment, injunction, order, decree, statute, law, ordinance, rule or regulation applicable to Acquisition LLC the Parent or the Merger Sub or any of its their properties or assets, except in the case of clauses (ii) and (iii) of this Section 4.2(b) for any such conflicts, violations, breaches, defaults, terminations, cancellations, accelerations or losses which, individually or in the aggregate, would not reasonably be expected to materially impair the ability of the Parent or the Merger Sub to consummate the transactions contemplated hereunder. (c) No consent, approval, license, permit, order or authorization of, or registration, declaration, notice or filing with, with any Governmental Entity is required by or with respect to Acquisition LLC the Parent or the Merger Sub in connection with the execution and delivery of this Agreement or the consummation by the Parent or the Merger Sub of the Merger or any of the other transactions contemplated by this Agreement, except for (i) the filing of pre-merger notification requirements under the Acquisition LLC Articles of Merger with the Maryland Department of Assessments HSR Act and Taxation and of the Fund Articles of Merger with the Florida Department of Stateany other applicable foreign antitrust or competition laws, (ii) the filing of the Registration Statement Certificate of Merger with the SEC in accordance Delaware Secretary of State and appropriate corresponding documents with the appropriate authorities of other states in which the Company is qualified as a foreign corporation to transact business, (iii) required filings under the Securities Act and the Exchange Act, (iv) such consents, approvals, orders, authorizations, registrations, declarations and filings as may be required under applicable “takeover” or state securities laws, and (iiiv) the compliance with any state securities laws. (d) As of the date hereof such consents, approvals, licenses, permits, orders, authorizations, registrations, declarations, notices and as of the Effective Timefilings, the Members have adopted this Agreement and approved failure of which to make or obtain would not, individually or in the Merger and the other transactions contemplated hereby. (e) There is no agreement or order binding upon Acquisition LLC or any of its assets or properties which has had or could aggregate, reasonably be expected to have materially impair the effect ability of prohibiting or impairing any business practice of Acquisition LLC the Parent or the conduct of business by Acquisition LLC as currently conducted or as proposed Merger Sub to be conducted by Acquisition LLC. Acquisition LLC is not subject to any non-competition, non-solicitation or similar restriction on its businessconsummate the transactions contemplated hereunder.

Authority; No Conflict; Required Filings and Consents. (a) Acquisition LLC Parent has all requisite corporate power and authority to enter into this Agreement andand Parent has, subject to and Merger Sub and Partnership Merger Sub as of the adoption of this Agreement by Acquisition LLC’s members (the “Members”) under the MLLCAClosing will have, all requisite corporate or limited liability company power, as applicable, to consummate the transactions contemplated by this AgreementAgreement (other than, with respect to the Company Merger, the filing and recordation of appropriate merger documents as required by the MGCL, and with respect to the Partnership Merger, the filing and recordation of appropriate merger documents as required by DRULPA and DLLCA). The execution and delivery of this Agreement by Parent and the consummation of the transactions contemplated by this Agreement by Acquisition LLC have each of the Buyer Parties, including the Mergers (i) has been duly authorized by all necessary corporate action on the part of Acquisition LLCParent, subject only to (ii) as of the adoption Closing will be duly authorized by all necessary corporate action on the part of this Agreement Merger Sub and (iii) as of the Closing will be duly authorized by all necessary limited liability company action on the Memberspart of Partnership Merger Sub. This Agreement has been duly executed and delivered by Acquisition LLC Parent and constitutes the valid and binding obligation of Acquisition LLCParent, enforceable in accordance with its terms, except that the enforceability of this Agreement is subject only to the adoption of this Agreement by the Members. (b) The execution and delivery of this Agreement by Acquisition LLC Parent does not, and the consummation of the transactions contemplated by this Agreement by the Buyer Parties will not, (i) conflict with, or result in any violation or breach of, any provision of the Articles respective articles of Organization, Operating Agreement incorporation and bylaws of Parent and Merger Sub or other organizational document the certificate of Acquisition LLClimited liability company of and the limited liability company operating agreement of Partnership Merger Sub, (ii) conflict with, or result in any violation or breach of, or constitute (with or without notice or lapse of time, or both) a default (or give rise to a right of termination, cancellation or acceleration of any obligation or loss of any material benefit) under, or require a consent or waiver under, or result in the creation of a security interest, lien, claim, pledge, agreement, limitations in Acquisition LLC’s voting right, charge or other encumbrance of any nature on any of the properties or assets of Acquisition LLC pursuant to any of the terms, conditions or provisions of, any note, bond, mortgage, indenture, lease, license, contract, articles, articles supplementary contract or other agreement, instrument or obligation to which Acquisition LLC any of the Buyer Parties is a party or by which Acquisition LLC any of them or any of its their properties or assets may be bound, or (iii) subject to compliance with the requirements specified in clauses (i), (ii) and (iii) of Section 4.2(c), conflict with or violate any permit, concession, franchise, license, judgment, injunction, order, decree, statute, law, ordinance, rule or regulation applicable to Acquisition LLC any of the Buyer Parties or any of its their respective properties or assets; or (iv) require any Buyer Party under the terms of any agreement, contract, arrangement or understanding to which it is a party or by which it or its assets are bound, to obtain the consent or approval of, or provide notice to, any other party to any such agreement, contract, arrangement or understanding, except in the case of clauses (ii) and (iii) of this Section 4.3(b) for any such conflicts, violations, breaches, defaults, terminations, cancellations, accelerations, losses, failure to obtain consent or approval or failure to notify which would not, individually or in the aggregate, reasonably be expected to prevent or materially delay the consummation of either of the Mergers and the other transactions contemplated hereby or prevent or materially impair or delay the ability of Parent to perform its obligations hereunder, including the consummation of either of the Mergers. (c) No consent, approval, license, permit, order or authorization of, or registration, declaration, notice or filing with, any Governmental Entity is required by or with respect to Acquisition LLC Parent in connection with the execution and delivery of this Agreement or by or with respect to the Buyer Parties in connection with the consummation of the transactions contemplated by this Agreement, except for (i) pre-merger notification under the filing of the Acquisition LLC Articles of Merger with the Maryland Department of Assessments and Taxation and of the Fund Articles of Merger with the Florida Department of StateHSR Act, (ii) the filing and recordation of appropriate merger documents as required by the Registration Statement with the SEC in accordance with the Securities ActMGCL, DRULPA and DLLCA, and (iii) the compliance with any applicable requirements, if any, of the Securities Act, Exchange Act and applicable state securities laws. (d) As , except for any consent, approval, license, permit, order, authorization, registration, declaration, notice or filing, which, if not so obtained or made, would not, individually or in the aggregate, not prevent or materially delay consummation of either of the date hereof and as of the Effective Time, the Members have adopted this Agreement and approved the Merger Mergers and the other transactions contemplated herebyhereby or prevent or materially impair or delay the ability of Parent to perform its obligations hereunder, including the consummation of the Mergers. (e) There is no agreement or order binding upon Acquisition LLC or any of its assets or properties which has had or could reasonably be expected to have the effect of prohibiting or impairing any business practice of Acquisition LLC or the conduct of business by Acquisition LLC as currently conducted or as proposed to be conducted by Acquisition LLC. Acquisition LLC is not subject to any non-competition, non-solicitation or similar restriction on its business.

Authority; No Conflict; Required Filings and Consents. (a) Acquisition LLC has Parent and Merger Sub have all requisite corporate power and authority to enter into this Agreement and, subject to the adoption of this Agreement by Acquisition LLC’s members (the “Members”) under the MLLCA, and to consummate the transactions contemplated by this Agreementhereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby by this Agreement by Acquisition LLC Parent and Merger Sub have been duly authorized by all necessary corporate action on the part of Acquisition LLC, subject only to the adoption of this Agreement by the MembersParent and Merger Sub. This Agreement has been duly executed and delivered by Acquisition LLC Parent and Merger Sub (as applicable) and constitutes the valid and binding obligation of Acquisition LLCParent and Merger Sub (as applicable), enforceable against each of them in accordance with its terms, except that the enforceability subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of this Agreement is subject only general applicability relating to the adoption of this Agreement by the Membersor affecting creditor rights and to general equity principles. (b) The execution and delivery of this Agreement by Acquisition LLC Parent and Merger Sub (as applicable) does not, and the consummation of the transactions contemplated by this Agreement hereby will not, (i) conflict with, or result in any violation or breach of, any provision of the Articles Certificate of Organization, Operating Agreement Incorporation or other organizational document Bylaws of Acquisition LLC, Parent or Merger Sub (ii) conflict with, or result in any violation or breach of, or constitute (with or without notice or lapse of time, or both) a default (or give rise to a right of termination, cancellation or acceleration of any obligation or loss of any material benefit) under, or require a consent or waiver under, or result in the creation of a security interest, lien, claim, pledge, agreement, limitations in Acquisition LLC’s voting right, charge or other encumbrance of any nature on any of the properties or assets of Acquisition LLC pursuant to any of the terms, conditions or provisions of, of any note, bond, mortgage, indenture, lease, license, contract, articles, articles supplementary contract or other agreement, instrument or obligation to which Acquisition LLC Parent or Merger Sub is a party or by which Acquisition LLC any of them or any of its their properties or assets may be boundbound other than as disclosed in Section 4.2(b) of the Parent Disclosure Schedule, or (iii) subject to the governmental filings and other matters referred to in Section 4.2(c), conflict with or violate any permit, concession, franchise, license, judgment, injunction, order, decree, statute, law, ordinance, rule or regulation applicable to Acquisition LLC Parent or Merger Sub or any of its or their properties or assets. (c) No consent, approval, license, permit, order or authorization of, or registration, declaration, notice declaration or filing with, any Governmental Entity is required by or with respect to Acquisition LLC Parent or Merger Sub in connection with the execution and delivery of this Agreement or the consummation of the transactions contemplated by this Agreementhereby, except for (i) those required under or in relation to the filing of the Acquisition LLC Articles of Merger with the Maryland Department of Assessments and Taxation and of the Fund Articles of Merger with the Florida Department of StateHSR Act, (ii) the filing of the Registration Statement with the SEC in accordance with state securities or "blue sky" laws, (iii) the Securities Act, and (iiiiv) the compliance Exchange Act, (v) the OGCA with any state securities laws. (d) As respect to the filing and recordation of the date hereof and as of the Effective Time, the Members have adopted this Agreement and approved appropriate documents to effect the Merger and (vi) rules and regulations of the other transactions contemplated herebyNew York Stock Exchange ("NYSE"). (e) There is no agreement or order binding upon Acquisition LLC or any of its assets or properties which has had or could reasonably be expected to have the effect of prohibiting or impairing any business practice of Acquisition LLC or the conduct of business by Acquisition LLC as currently conducted or as proposed to be conducted by Acquisition LLC. Acquisition LLC is not subject to any non-competition, non-solicitation or similar restriction on its business.

Authority; No Conflict; Required Filings and Consents. (a) Acquisition LLC N2K has all requisite corporate power and authority to enter into this Agreement and the Stock Option Agreements and, subject to the adoption obtaining any necessary stockholder approval of this Agreement by Acquisition LLC’s members (the “Members”) under the MLLCAAgreement, to consummate the transactions contemplated by this AgreementAgreement and the Stock Option Agreements. The execution and delivery of this Agreement and the Stock Option Agreements and the consummation of the transactions contemplated by this Agreement and the Stock Option Agreements by Acquisition LLC N2K have been duly authorized by all necessary corporate action on the part of Acquisition LLCN2K, subject only to the approval and adoption of this Agreement and the N2K Merger by N2K's stockholders under the MembersDGCL. This Agreement has and the Stock Option Agreements have been duly executed and delivered by Acquisition LLC N2K and constitutes constitute the valid and binding obligation obligations of Acquisition LLCN2K, enforceable in accordance with its their terms, except that subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' rights and to general equity principles (the enforceability of this Agreement is subject only to the adoption of this Agreement by the Members"Bankruptcy and Equity Exception"). (b) The execution and delivery of this Agreement and the Stock Option Agreements by Acquisition LLC N2K does not, and the consummation of the transactions contemplated by this Agreement and the Stock Option Agreements will not, (i) conflict with, or result in any violation or breach of, any provision of the Articles Certificate of Organization, Operating Agreement Incorporation or other organizational document Bylaws of Acquisition LLCN2K or any of its Subsidiaries, (ii) conflict with, or result in any violation or breach of, or constitute (with or without notice or lapse of time, or both) a default (or give rise to a right of termination, cancellation or acceleration of any obligation or loss of any material benefit) under, or require a consent or waiver under, or result in the creation of a security interest, lien, claim, pledge, agreement, limitations in Acquisition LLC’s voting right, charge or other encumbrance of any nature on any of the properties or assets of Acquisition LLC pursuant to any of the terms, conditions or provisions of, of any note, bond, mortgage, indenture, lease, license, contract, articles, articles supplementary contract or other agreement, instrument or obligation to which Acquisition LLC N2K or any of its Subsidiaries is a party or by which Acquisition LLC any of them or any of its their properties or assets may be bound, bound or (iii) conflict with or violate any permit, concession, franchise, license, judgment, injunction, order, decree, statute, law, ordinance, rule or regulation applicable to Acquisition LLC N2K or any of its Subsidiaries or any of its or their properties or assets, except in the case of (ii) and (iii) for any such conflicts, violations, defaults, terminations, cancellations or accelerations which (x) are not, individually or in the aggregate, reasonably likely to have a N2K Material Adverse Effect or (y) would not substantially impair or delay the consummation of the N2K Merger. (c) No consent, approval, license, permit, order or authorization of, or registration, declaration, notice declaration or filing with, any court, administrative agency or commission or other governmental authority or instrumentality ("Governmental Entity Entity") is required by or with respect to Acquisition LLC N2K or any of its Subsidiaries in connection with the execution and delivery of this Agreement and the Stock Option Agreements or the consummation of the transactions contemplated by this Agreementhereby or thereby, except for (i) the any required filing of a pre- merger notification report under the Acquisition LLC Articles Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of Merger with 1976, as amended (the Maryland Department of Assessments and Taxation and of the Fund Articles of Merger with the Florida Department of State"HSR Act"), (ii) the expiration or termination of any applicable waiting period under the HSR Act, (iii) the filing of a Certificate of Merger with respect to the N2K Merger with the Delaware Secretary of State, (iv) the filing of the Registration Statement Joint Proxy Statement/Prospectus (as defined in Section 3.16 below) with the SEC Securities and Exchange Commission (the "SEC") in accordance with the Securities Exchange Act of 1934, as amended and the rules and regulations promulgated thereunder (collectively, the "Exchange Act"), and the Securities Act, (v) such consents, approvals, orders, authorizations, registrations, declarations and filings as may be required under applicable state securities laws and the laws of any foreign country and (iiivi) such other consents, authorizations, filings, approvals and registrations which, if not obtained or made, would not (x) be reasonably likely to have a N2K Material Adverse Effect or (y) substantially impair or delay the compliance with any state securities laws. (d) As consummation of the date hereof and as of the Effective Time, the Members have adopted this Agreement and approved the Merger and the other transactions contemplated herebyN2K Merger. (e) There is no agreement or order binding upon Acquisition LLC or any of its assets or properties which has had or could reasonably be expected to have the effect of prohibiting or impairing any business practice of Acquisition LLC or the conduct of business by Acquisition LLC as currently conducted or as proposed to be conducted by Acquisition LLC. Acquisition LLC is not subject to any non-competition, non-solicitation or similar restriction on its business.

Authority; No Conflict; Required Filings and Consents. (a) Acquisition LLC AUDIO has all requisite corporate power and authority to enter into this Agreement and, subject to the adoption of this Agreement by Acquisition LLC’s members (the “Members”) under the MLLCA, and to consummate the transactions contemplated by this Agreement, including the acquisition of the BCGU Shares. The execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement by Acquisition LLC have been duly authorized by all necessary corporate action on the part of Acquisition LLC, subject only to the adoption of this Agreement by the MembersAUDIO. This Agreement has been duly executed and delivered by Acquisition LLC AUDIO, and constitutes the valid and binding obligation of Acquisition LLCAUDIO, enforceable in accordance with its terms, except that the enforceability of this Agreement is subject only to the adoption extent that enforceability may be limited by applicable bankruptcy, reorganization, insolvency, moratorium or other laws affecting the enforcement of this Agreement creditors' rights generally and by the Membersgeneral principles of equity. (b) The execution and delivery by AUDIO of this Agreement by Acquisition LLC does not, and the consummation of the transactions contemplated by this Agreement will not, (i) conflict with, or result in any violation or breach of, of any provision of the Articles of Organization, Operating Agreement Incorporation or other organizational document Bylaws of Acquisition LLCAUDIO, (ii) conflict with, or result in any violation or breach of, or constitute (with or without notice or lapse of time, or both) a default (or give rise to a right of termination, cancellation or acceleration of any obligation or loss of any material benefit) under, require a consent or waiver under, or result in the creation of a security interest, lien, claim, pledge, agreement, limitations in Acquisition LLC’s voting right, charge or other encumbrance of any nature on any of the properties or assets of Acquisition LLC pursuant to under any of the terms, conditions or provisions of, of any note, bond, mortgage, indenture, lease, license, contract, articles, articles supplementary contract or other agreement, instrument or obligation to which Acquisition LLC AUDIO is a party or by which Acquisition LLC or any of its properties or assets may be bound, or (iii) conflict with or violate any permit, concession, franchise, license, judgment, injunction, order, decree, statute, law, ordinance, rule or regulation applicable to Acquisition LLC AUDIO or any of its properties or assets, except in the case of (ii) and (iii) for any such conflicts, violations, defaults, terminations, cancellations or accelerations which would not be reasonably likely to have a Material Adverse Effect on AUDIO and its subsidiaries, taken as a whole. (c) No consent, approval, license, permit, order or authorization of, or registration, declaration, notice declaration or filing with, any court, administrative agency or commission or other governmental authority or instrumentality (“Governmental Entity Entity”) is required by or with respect to Acquisition LLC AUDIO in connection with the execution and delivery of this Agreement or the consummation of the transactions contemplated by this Agreementhereby, except for (i) such consents, approvals, orders, authorizations, registrations, declarations and filings as may be required under applicable federal and state securities laws and the filing laws of the Acquisition LLC Articles of Merger with the Maryland Department of Assessments any foreign country, and Taxation and of the Fund Articles of Merger with the Florida Department of State, (ii) the filing of the Registration Statement with the SEC in accordance with the Securities Actsuch other consents, authorizations, filings, approvals and (iii) the compliance with any state securities laws. (d) As of the date hereof and as of the Effective Timeregistrations which, the Members have adopted this Agreement and approved the Merger and the other transactions contemplated hereby. (e) There is no agreement if not obtained or order binding upon Acquisition LLC or any of its assets or properties which has had or could made, would be reasonably be expected to have the effect of prohibiting or impairing any business practice of Acquisition LLC or the conduct of business by Acquisition LLC a Material Adverse Effect on AUDIO and its subsidiaries, taken as currently conducted or as proposed to be conducted by Acquisition LLC. Acquisition LLC is not subject to any non-competition, non-solicitation or similar restriction on its businessa whole.

Authority; No Conflict; Required Filings and Consents. (a) Acquisition LLC Each of Seller and Seller Members has all requisite the company power and authority to enter into this Agreement and, subject to the adoption of this Agreement by Acquisition LLC’s members (the “Members”) under the MLLCA, to consummate the transactions contemplated by this Agreement. The execution execute and delivery of deliver this Agreement and each other document to be executed by it in connection herewith (collectively, the consummation “Seller Ancillary Documents”) and to perform its obligations hereunder and thereunder, all of the transactions contemplated by this Agreement by Acquisition LLC which have been duly authorized by all necessary corporate requisite company action. No further company or member action on the part of Acquisition LLCSeller, subject only Retail Sales Subsidiary or any Seller Member is necessary to authorize the adoption execution, delivery and performance of this Agreement and each Seller Ancillary Document by Seller and Retail Sales Subsidiary and the Membersconsummation by Seller, Retail Sales Subsidiary and Seller Members of the transactions contemplated hereby and thereby. This Agreement and each Seller Ancillary Document has been duly executed and delivered by Acquisition LLC Seller and constitutes each Seller Member (as applicable) and, assuming that this Agreement and each Seller Ancillary Document is duly and validly authorized, executed, and delivered by the other parties hereto and thereto, constitutes, or will constitute (as applicable), a valid and binding obligation agreement of Acquisition LLCSeller and each Seller Member (as applicable), enforceable against each of them in accordance with its terms, except that subject to any applicable bankruptcy, reorganization, insolvency, moratorium, or other similar Applicable Laws affecting creditors’ rights generally and principles governing the enforceability availability of this Agreement is subject only to the adoption of this Agreement by the Membersequitable remedies. (b) The execution and delivery of this Agreement by Acquisition LLC does Seller and each Seller Member do not, and the consummation by Seller, Retail Sales Subsidiary and Seller Members of the transactions contemplated by this Agreement will not, (i) conflict with, or result in any violation or breach of, any provision of the Articles certificate of Organization, Operating Agreement formation or other organizational document limited liability company agreement of Acquisition LLCSeller or Retail Sales Subsidiary, (ii) conflict with, or result in any violation or breach of, or constitute (with or without notice or lapse of time, or both) a default (or give rise to a right of termination, cancellation or acceleration of any material obligation or loss of any material benefit) under, require a consent or waiver underunder (except as indicated on Schedule 8.1(a) or as otherwise expressly set forth in the body of this Agreement (excluding Schedules, Exhibits and the Seller Disclosure Letter)), require the payment of a penalty under or result in the creation imposition of a any mortgage, or related security interest, pledge, lien, claimcharge, pledgeor encumbrance (“Liens”) on Seller’s, agreementRetail Sales Subsidiary’s or any Seller Member’s assets under, limitations in Acquisition LLC’s voting right, charge or other encumbrance of any nature on any of the properties or assets of Acquisition LLC pursuant to any of the terms, conditions conditions, or provisions of, of any note, bond, mortgage, indenture, lease, license, Assigned Contract or any other contract, articlesagreement instrument, articles supplementary or other agreement, instrument or obligation to which Acquisition LLC Seller, Retail Sales Subsidiary or any Seller Member is a party or by which Acquisition LLC Seller, Retail Sales Subsidiary, any Seller Member or any of its their respective properties or assets may be bound, or (iii) conflict with or violate any permit, concession, franchise, license, judgment, injunction, order, decree, statute, law, ordinance, rule rule, or regulation applicable to Acquisition LLC Seller, Retail Sales Subsidiary, any Seller Member or any of its their respective properties or assets. (c) No Except as set forth in Section 3.4(c) of the Seller Disclosure Letter, no consent, approval, license, permit, order order, or authorization of, or registration, declaration, notice notice, or filing with, any Governmental Entity Authority is required by or with respect to Acquisition LLC Seller, Retail Sales Subsidiary or any Seller Member in connection with the execution and delivery of this Agreement by Seller and Seller Members or the consummation by Seller, Retail Sales Subsidiary and Seller Members of the transactions contemplated by this Agreement, except for (i) the filing of the Acquisition LLC Articles of Merger with the Maryland Department of Assessments and Taxation and of the Fund Articles of Merger with the Florida Department of State, (ii) the filing of the Registration Statement with the SEC in accordance with the Securities Act, and (iii) the compliance with any state securities laws. (d) As of the date hereof and as of the Effective Time, the Members have adopted this Agreement and approved the Merger and the other transactions contemplated hereby. (e) There is no agreement or order binding upon Acquisition LLC or any of its assets or properties which has had or could reasonably be expected to have the effect of prohibiting or impairing any business practice of Acquisition LLC or the conduct of business by Acquisition LLC as currently conducted or as proposed to be conducted by Acquisition LLC. Acquisition LLC is not subject to any non-competition, non-solicitation or similar restriction on its business.

Authority; No Conflict; Required Filings and Consents. (a) Acquisition LLC Prime has all requisite corporate power and authority to enter into this Agreement and, subject to the adoption approval of this Agreement by Acquisition LLC’s members (the “MembersPrime Voting Proposal”) under by the MLLCAStockholders (the “Prime Shareholder Approval”) and the consents and approvals set forth on Exhibit E hereto, to consummate the transactions contemplated by this Agreement. The execution and delivery of this Agreement and the other Transaction Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby by this Agreement by Acquisition LLC Prime have been duly authorized by all necessary corporate action on the part of Acquisition LLCPrime, subject only to the adoption required receipt of this Agreement by the MembersPrime Shareholder Approval. This Agreement and each other Transaction Document to which it is a party has been duly executed and delivered by Acquisition LLC Prime and constitutes the valid and binding obligation of Acquisition LLCPrime, enforceable against Prime in accordance with its terms, except that subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles (the enforceability of this Agreement is subject only to the adoption of this Agreement by the Members“Bankruptcy and Equity Exception”). (b) The execution and delivery of this Agreement and each of the other Transaction Documents by Acquisition LLC does Prime do not, and the consummation by Prime of the transactions contemplated by this Agreement hereby and thereby will not, (i) conflict with, or result in any violation or breach of, any provision of the Articles Certificate of Organization, Operating Agreement Incorporation or other organizational document By-laws of Acquisition LLCPrime, (ii) conflict with, or result in any violation or breach of, or constitute (with or without notice or lapse of time, or both) a default (or give rise to a right of termination, cancellation or acceleration of any obligation or loss of any material benefit) under, require constitute a consent or waiver change in control under, or result in the creation imposition of a any mortgage, deed of trust, security interest, lien, claim, pledge, agreement, limitations in Acquisition LLC’s voting rightlien, charge or encumbrance, lease, license, encroachment, conditional sale agreement or other encumbrance title retention agreement, option, covenant, right of any nature way, easement, restriction or covenant (“Liens”) on any of the properties or assets of Acquisition LLC pursuant to Prime under, any of the terms, conditions or provisions of, of any note, bond, mortgage, indenture, lease, license, contract, articles, articles supplementary contract or other agreement, instrument or obligation obligation, written or oral, to which Acquisition LLC Prime is a party or by which Acquisition LLC any of them or any of its their properties or assets may be boundbound (a “Contract”), or (iii) subject to compliance with the requirements specified in clauses (i) and (ii) of Section 3.4(c), conflict with or violate any permit, concession, franchise, license, judgment, injunction, order, decree, statute, law, ordinance, rule or regulation applicable to Acquisition LLC Prime or any of its properties or assets, except in the case of clause (ii) of this Section 3.4(b) for any such conflicts, violations, breaches, defaults, terminations, cancellations, accelerations, losses, penalties or Liens, and for any consents or waivers not obtained, that, individually or in the aggregate, are not reasonably likely to have a Prime Material Adverse Effect or prevent or materially delay or impair the performance of this Agreement or any of the Transaction Documents to which it is a party or the consummation of the transactions contemplated hereby or thereby. (c) No consent, approval, license, permit, order or authorization of, or registration, declaration, notice or filing with, any international, national, federal, state, provincial or local governmental, regulatory or administrative authority, agency, commission, board, court, tribunal, arbitral body, self-regulated entity or similar body, whether domestic or foreign and specifically including, without limitation, the Connecticut Department of Banking, the OCC and the Federal Deposit Insurance Corporation (“FDIC” and collectively with the Connecticut Department of Banking and the OCC, a “Governmental Entity Entity”) is required by or with respect to Acquisition LLC Prime in connection with the execution and delivery of this Agreement by Prime or the consummation by Prime of the transactions contemplated by this Agreement, except for (i) the filing of the Acquisition LLC Articles of Bank Merger Agreement with the Maryland Department of Assessments and Taxation and Secretary of the Fund Articles State of Merger with the Florida Department State of State, Connecticut; (ii) the filing of filings required to be made and the Registration Statement with approvals or non-objection status required to be obtained from the SEC in accordance with OCC and the Securities Act, FDIC and (iii) the compliance with any state securities lawsexpiration of applicable waiting periods. (d) As The Prime Board, by resolutions duly adopted by a unanimous vote at a meeting of the date hereof all directors of Prime duly called and as of the Effective Timeheld and, the Members have adopted not subsequently rescinded or modified in any way, has: (i) determined that this Agreement and approved the Merger and the other transactions contemplated hereby, including the Merger, upon the terms and subject to the conditions set forth herein, are fair to, and in the best interests of, Prime and the Stockholders; (ii) approved and declared advisable this Agreement, including the execution, delivery, and performance thereof, and the consummation of the transactions contemplated by this Agreement, including the Merger, upon the terms and subject to the conditions set forth herein; (iii) directed that this Agreement be submitted to a vote of the Stockholders for adoption at the Prime Meeting; and (iv) resolved to recommend that the Stockholders vote in favor of adoption of this Agreement. (e) There No “fair price,” “moratorium,” “control share acquisition,” “supermajority,” “affiliate transactions,” “business combination,” or other similar anti-takeover statute or regulation enacted under any federal, state, local, or foreign laws applicable to Prime is no agreement or order binding upon Acquisition LLC applicable to this Agreement, the Merger, or any of its assets or properties which has had or could reasonably be expected to have the effect of prohibiting or impairing any business practice of Acquisition LLC or the conduct of business other transactions contemplated by Acquisition LLC as currently conducted or as proposed to be conducted by Acquisition LLC. Acquisition LLC is not subject to any non-competition, non-solicitation or similar restriction on its businessthis Agreement.

Authority; No Conflict; Required Filings and Consents. (a) Acquisition LLC Buyer has all requisite power and authority to enter into this Agreement and, subject to the adoption of this Agreement by Acquisition LLC’s members (the “Members”) under the MLLCA, and to consummate the transactions contemplated by this Agreement. The execution and delivery of this Agreement and the agreements contemplated hereby and the consummation by Buyer of the transactions contemplated by this Agreement by Acquisition LLC have been duly authorized by all necessary corporate action on the part of Acquisition LLC, subject only to the adoption of this Agreement by the MembersBuyer. This Agreement has been duly executed and delivered by Acquisition LLC Buyer and constitutes the valid and binding obligation of Acquisition LLCBuyer, enforceable against Buyer in accordance with its terms, except that the enforceability subject, as to enforcement, to (i) applicable bankruptcy, insolvency, reorganization, moratorium or similar Laws now or hereinafter in effect affecting creditors’ rights generally and (ii) general principles of this Agreement is subject only to the adoption of this Agreement by the Membersequity. (b) The execution and delivery of this Agreement by Acquisition LLC Buyer does not, and the consummation by Buyer of the transactions contemplated by this Agreement will not, (i) conflict with, or result in any violation or breach of, any provision of the Articles certificate or articles of Organizationincorporation, Operating Agreement bylaws or other organizational document of Acquisition LLCBuyer, (ii) conflict with, or result in any violation or breach of, or constitute (with or without notice or lapse of time, or both) a default (or give rise to a right of termination, cancellation or acceleration of any obligation or loss of any material benefit) under, or require a consent or waiver under, or result in the creation of a security interest, lien, claim, pledge, agreement, limitations in Acquisition LLC’s voting right, charge or other encumbrance of any nature on any of the properties or assets of Acquisition LLC pursuant to any of the terms, conditions or provisions of, of any note, bond, mortgage, indenture, lease, license, contract, articles, articles supplementary or other agreement, instrument Contract or obligation to which Acquisition LLC Buyer is a party or by which Acquisition LLC it or any of its properties or assets may be bound, or (iii) subject to the governmental filings and other matters referred to in Section 3.2(c) hereof, conflict with or violate any permit, concession, franchise, license, judgment, injunction, order, decree, statute, law, ordinance, rule or regulation Law applicable to Acquisition LLC Buyer or any of its or their properties or assets, except in the case of clause (ii) for any such conflicts, violations, defaults, terminations, cancellations or accelerations that would not materially impair or materially delay the Closing. (c) No consent, approval, license, permit, order or authorization of, or registration, declaration, notice declaration or filing with, any Governmental Entity is required by or with respect to Acquisition LLC Buyer in connection with the execution and delivery of this Agreement by Buyer or the consummation by Buyer of the transactions contemplated by this Agreementhereby, except for (i) those required under the filing of the Acquisition LLC Articles of Merger with the Maryland Department of Assessments and Taxation and of the Fund Articles of Merger with the Florida Department of StateGaming Laws (including all Gaming Approvals), (ii) such consents, approvals, orders, authorizations, permits, filings, declarations or registrations related to, or arising out of, compliance with statutes, rules or regulations regulating the filing consumption, sale or serving of alcoholic beverages or tobacco or the renaming or rebranding of the Registration Statement with operations at the SEC in accordance with the Securities ActReal Property, and (iii) such other filings, consents, approvals, orders, authorizations, permits, registrations and declarations as may be required under the compliance with Laws of any state securities laws. (d) As of the date hereof and as of the Effective Timejurisdiction in which Buyer conducts any business or owns any assets, the Members have adopted this Agreement failure of which to make or obtain would not, individually or in the aggregate, be reasonably likely to materially impair or materially delay the Closing and approved (iv) any consents, approvals, orders, authorizations, registrations, permits, declarations or filings required by Seller, the Merger and Purchased Companies or its or their respective Affiliates or key employees (including under the other transactions contemplated herebyGaming Laws). (e) There is no agreement or order binding upon Acquisition LLC or any of its assets or properties which has had or could reasonably be expected to have the effect of prohibiting or impairing any business practice of Acquisition LLC or the conduct of business by Acquisition LLC as currently conducted or as proposed to be conducted by Acquisition LLC. Acquisition LLC is not subject to any non-competition, non-solicitation or similar restriction on its business.

Authority; No Conflict; Required Filings and Consents. (a) Acquisition LLC Holdings has all requisite corporate power and authority to enter into this Agreement and, subject to the adoption of this Agreement by Acquisition LLC’s members (the “Members”) under the MLLCA, and to consummate the transactions contemplated by this Agreementhereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement by Acquisition LLC hereby have been duly authorized by all necessary corporate action on the part of Acquisition LLC, subject only to the adoption of this Agreement by the MembersHoldings. This Agreement has been duly and validly executed and delivered by Acquisition LLC Holdings and constitutes the a valid and binding obligation of Acquisition LLCHoldings, enforceable in accordance with its terms, except that the as such enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar laws now or hereafter in effect relating to creditors' rights and by general equitable principles (regardless of this Agreement whether enforceability is subject only to the adoption of this Agreement by the Membersconsidered in a proceeding in equity or at law). (b) The execution and delivery of this Agreement by Acquisition LLC Holdings does not, and the consummation of the transactions contemplated by this Agreement will not, (i) conflict with, or result in any violation or breach of, of any provision of the Articles Holdings Certificate of Organization, Operating Agreement Incorporation or other organizational document of Acquisition LLC, the Holdings By-laws or (ii) conflict with, or result in any violation or breach of, or constitute (with or without notice or lapse of time, or both) a default (or give rise to a right of termination, cancellation or acceleration of any obligation or loss of any material benefit) under, require a consent or waiver under, or result in the creation of a security interest, lien, claim, pledge, agreement, limitations in Acquisition LLC’s voting right, charge or other encumbrance of any nature on any of the properties or assets of Acquisition LLC pursuant to under any of the terms, conditions or provisions of, of any note, bond, mortgage, indenture, lease, license, contract, articles, articles supplementary contract or other agreement, instrument or obligation to which Acquisition LLC Holdings or Sub is a party or by which Acquisition LLC Holdings or Sub or any of its their properties or assets may be bound, except in the case of clause (ii) for any such violations, breaches, defaults, terminations, cancellations, accelerations or conflicts which would not, in the aggregate, have or result in a Material Adverse Effect on Holdings (iiitaken separately) conflict with or violate any permit, concession, franchise, license, judgment, injunction, order, decree, statute, law, ordinance, rule Holdings and Sub (taken as a whole) or regulation applicable impair the ability of Holdings to Acquisition LLC or any of its properties or assetsconsummate the transactions contemplated by this Agreement. (c) No consent, approval, license, permit, order or authorization of, or registration, declaration, notice declaration or filing with(collectively, "Consents") with any person, including, without limitation, any court, administrative agency or commission or other governmental authority or instrumentality ("Governmental Entity Authority") is required by or with respect to Acquisition LLC Holdings or Sub in connection with the execution and delivery of this Agreement or the consummation of the transactions contemplated by this Agreementhereby, except for (i) the filing of the Acquisition LLC Articles of Merger with the Maryland Department of Assessments such Consents as may be required under applicable state securities laws and Taxation and of the Fund Articles of Merger with the Florida Department of State, (ii) such other Consents (other than those of a Governmental Entity) which, if not obtained or made, would not, individually or in the filing aggregate, have a Material Adverse Effect on Holdings (taken individually) or Holdings and Sub (taken as a whole) or impair the ability of Holdings to consummate the Registration Statement with the SEC in accordance with the Securities Act, and (iii) the compliance with any state securities laws. (d) As of the date hereof and as of the Effective Time, the Members have adopted this Agreement and approved the Merger and the other transactions contemplated herebyby this Agreement. (e) There is no agreement or order binding upon Acquisition LLC or any of its assets or properties which has had or could reasonably be expected to have the effect of prohibiting or impairing any business practice of Acquisition LLC or the conduct of business by Acquisition LLC as currently conducted or as proposed to be conducted by Acquisition LLC. Acquisition LLC is not subject to any non-competition, non-solicitation or similar restriction on its business.

Authority; No Conflict; Required Filings and Consents. (a) Acquisition LLC Each of the Parent and the Purchaser has all requisite corporate power and authority to enter into this Agreement and, subject to the adoption of this Agreement by Acquisition LLC’s members the Parent as the sole stockholder of the Purchaser (which shall occur immediately after the “Members”) under the MLLCAexecution and delivery of this Agreement), to consummate the transactions contemplated by this Agreement. The execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement by Acquisition LLC the Parent and the Purchaser have been duly authorized by all necessary corporate action on the part of Acquisition LLCeach of the Parent and the Purchaser, subject only to the adoption of this Agreement by the MembersParent as the sole stockholder of the Purchaser (which shall occur immediately after the execution and delivery of this Agreement). This Agreement has been duly executed and delivered by Acquisition LLC each of the Parent and the Purchaser and constitutes the valid and binding obligation of Acquisition LLCeach of the Parent and the Purchaser, enforceable against each of them in accordance with its terms, except that the enforceability of this Agreement is subject only to the adoption of this Agreement by the MembersBankruptcy and Equity Exception. (b) The execution and delivery of this Agreement by Acquisition LLC does each of the Parent and the Purchaser do not, and the consummation by the Parent and the Purchaser of the transactions contemplated by this Agreement will shall not, (i) conflict with, or result in any violation or breach of, any provision of the Articles certificate of Organizationincorporation, Operating Agreement bylaws or other organizational document of Acquisition LLCthe Parent or the Purchaser, (ii) conflict with, or result in any violation or breach of, or constitute (with or without notice or lapse of time, or both) a default (or give rise to a right of termination, cancellation or acceleration of any obligation or loss of any material benefit) under, require a consent or waiver under, constitute a change in control under, require the payment of a penalty under or result in the creation of a security interest, lien, claim, pledge, agreement, limitations in Acquisition LLC’s voting right, charge or other encumbrance imposition of any nature Lien on any of the properties Parent’s or the Purchaser’s assets of Acquisition LLC pursuant to under, any of the terms, conditions or provisions of, of any note, bond, mortgage, indenture, lease, license, contract, articles, articles supplementary or other agreement, instrument or obligation agreement to which Acquisition LLC the Parent or the Purchaser is a party or by which Acquisition LLC or any of its properties or assets may be bound, bound or (iii) subject to compliance with the requirements specified in clauses (i) and (ii) of Section 4.2(c), conflict with or violate any permit, concession, franchise, licensePermit, judgment, injunction, order, decree, statute, law, ordinance, rule or regulation applicable to Acquisition LLC the Parent or the Purchaser or any of its or their respective properties or assets, except in the case of clauses (ii) and (iii) of this Section 4.2(b) for any such conflicts, violations, breaches, defaults, terminations, cancellations, accelerations, losses, penalties or Liens, and for any consents or waivers not obtained, that, individually or in the aggregate, are not reasonably likely to have a Parent Material Adverse Effect. (c) No Permit, consent, approval, license, permit, order or authorization of, or registration, declaration, notice or filing with, any Governmental Entity or any stock market or stock exchange on which shares of common stock of the Parent are listed for trading is required by or with respect to Acquisition LLC the Parent or the Purchaser in connection with the execution and delivery of this Agreement by the Parent or the Purchaser or the consummation by the Parent or the Purchaser of the transactions contemplated by this Agreement, except for (i) the filing of pre-merger notification requirements under the Acquisition LLC Articles of Merger with the Maryland Department of Assessments HSR Act and Taxation and of the Fund Articles of Merger with the Florida Department of Stateany other applicable Antitrust Laws, (ii) the filing of the Registration Statement Certificate of Merger with the SEC Secretary of State and appropriate corresponding documents with the appropriate authorities of other states in which the Company is qualified as a foreign corporation to transact business, (iii) required filings of the Offer Documents, Schedule 14D-9 and (if required) the Proxy Statement under the Exchange Act and (iv) the filing of an overseas direct investment report with a foreign exchange bank in the Republic of Korea, and the approval of such report by such bank, in accordance with the Securities ActKorean Foreign Exchange Transaction Regulation. All filings, approvals and (iii) clearances from Korean Governmental Entities required to be made or obtained prior to the compliance date hereof in connection with any state securities lawsthe execution and delivery of this Agreement or the consummation by the Parent or the Purchaser of the transactions contemplated by this Agreement have been made and obtained in accordance with applicable Korean Laws. (d) As No vote of the date hereof and as holders of any class or series of the Effective Time, Parent’s capital stock or other securities is necessary for the Members have adopted this Agreement and approved consummation by the Merger and Parent of the other transactions contemplated herebyby this Agreement. (e) There is no agreement or order binding upon Acquisition LLC or any of its assets or properties which has had or could reasonably be expected to have the effect of prohibiting or impairing any business practice of Acquisition LLC or the conduct of business by Acquisition LLC as currently conducted or as proposed to be conducted by Acquisition LLC. Acquisition LLC is not subject to any non-competition, non-solicitation or similar restriction on its business.

Authority; No Conflict; Required Filings and Consents. (a1) Acquisition LLC The Company has (or, as applicable, prior to the Closing will have) all requisite corporate power and authority to enter into this Subscription Agreement, the Warrants and the Registration Rights Agreement and, subject to the adoption of this Agreement by Acquisition LLC’s members (the “Members”) under the MLLCA, and to consummate the transactions contemplated by this Agreementhereby and thereby. The execution and delivery of this Subscription Agreement, the Warrants and the Registration Rights Agreement and the consummation of the transactions contemplated by this Agreement by Acquisition LLC hereby and thereby have been (or, as applicable, prior to the Closing will be) duly authorized by all necessary and appropriate corporate action on the part of Acquisition LLC, subject only the Company. No stockholder action is necessary to authorize the adoption issuance and sale of this Agreement by the MembersUnit. This Subscription Agreement has been duly executed and delivered by Acquisition LLC the Company and constitutes the legal, valid and binding obligation of Acquisition LLCthe Company, enforceable against the Company in accordance with its terms, except that as such enforceability may be limited by or subject to any bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforceability enforcement of this Agreement is creditors' rights generally and subject only to general principles of equity. The Warrants and the adoption of this Agreement Registration Rights Agreement, when executed and delivered by the MembersCompany, will constitute the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their respective terms, except as such enforceability may be limited by or subject to any bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors' rights generally and subject to general principles of equity. (b2) The execution and delivery of this Subscription Agreement, the Warrants and the Registration Rights Agreement by Acquisition LLC does the Company do not, and the consummation of the transactions contemplated by this Agreement hereby and thereby will not, (i) conflict with, or result in any violation or breach of, any provision of the Articles Certificate of Organization, Operating Agreement Incorporation or other organizational document Bylaws of Acquisition LLCthe Company, (ii) conflict with, or result in any violation or breach of, or constitute (with or without notice or lapse of time, or both) a default (or give rise to a right of termination, cancellation or acceleration of any obligation or loss of any material benefit) under, or require a consent or waiver under, or result in the creation of a security interest, lien, claim, pledge, agreement, limitations in Acquisition LLC’s voting right, charge or other encumbrance of any nature on any of the properties or assets of Acquisition LLC pursuant to any of the terms, conditions or provisions of, of any note, bond, mortgage, indenture, lease, license, contract, articles, articles supplementary contract or other agreement, instrument or obligation to which Acquisition LLC the Company or any of its Subsidiaries is a party or by which Acquisition LLC any of them or any of its their properties or assets may be bound, or (iii) conflict with or violate any permit, concession, franchise, license, judgment, injunction, order, decree, statute, law, ordinance, rule or regulation applicable to Acquisition LLC the Company or any of its Subsidiaries or any of its or their properties or assets, except in the case of clauses (ii) and (iii) for any such conflicts, violations, breaches, defaults, terminations, cancellations or accelerations which are not, individually or in the aggregate, reasonably likely to have a Material Adverse Effect. (c3) No consent, approval, license, permit, order or authorization of, or registration, declaration, notice declaration or filing with, any court, administrative agency, commission or other governmental authority or instrumentality ("Governmental Entity Entity") is required by or with respect to Acquisition LLC the Company or any of its Subsidiaries in connection with the execution and delivery of this Agreement Subscription Agreement, the Warrants or the Registration Rights Agreement, or the consummation of the transactions contemplated by this Agreementhereby or thereby, except for (i) the filing filings and approvals required under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the Acquisition LLC Articles of Merger with the Maryland Department of Assessments and Taxation and of the Fund Articles of Merger with the Florida Department of State"HSR Act"), (ii) the filing of the Registration Statement regulatory filings, applications or approvals required in connection with the SEC in accordance with the Securities Actformation or operation of a Qualified Vertical, and if any, (iii) applications to list the compliance with any state securities laws. (d) As of the date hereof and as of the Effective TimeShares, the Members have adopted this Agreement and approved the Merger Underlying Warrant Shares and the other transactions contemplated hereby. shares issuable pursuant to the Additional Investment Right on The NASDAQ Stock Market and (eiv) There any such consents, approvals, orders, authorizations, registrations, declarations and filings, the absence of which is no agreement not, individually or order binding upon Acquisition LLC or any of its assets or properties which has had or could in the aggregate, reasonably be expected likely to have the effect of prohibiting or impairing any business practice of Acquisition LLC or the conduct of business by Acquisition LLC as currently conducted or as proposed to be conducted by Acquisition LLC. Acquisition LLC is not subject to any non-competition, non-solicitation or similar restriction on its businessa Material Adverse Effect.

Authority; No Conflict; Required Filings and Consents. (a) Acquisition LLC Seller has all requisite corporate power and authority to enter into this Agreement and, subject to the adoption of this Agreement by Acquisition LLC’s members (the “Members”) under the MLLCA, and to consummate the transactions contemplated by this Agreementhereby and thereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby and thereby by this Agreement by Acquisition LLC Seller have been duly authorized by all necessary corporate action on the part of Acquisition LLCSeller, subject only to the adoption approval of the Merger by Seller's stockholders under the FBCA; the vote of Seller's stockholders required to approve this Agreement by and the MembersMerger is a majority of the outstanding shares of Seller Common Stock on the record date for the Seller Meeting (as defined in Section 3.15), at which a quorum is present. This Agreement has been duly executed and delivered by Acquisition LLC Seller and constitutes the valid and binding obligation of Acquisition LLCSeller, enforceable against Seller in accordance with its terms, except that subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' rights and to general equity principles (the enforceability of this Agreement is subject only to the adoption of this Agreement by the Members"Bankruptcy and Equity Exception"). (b) The execution and delivery of this Agreement by Acquisition LLC does not, and the consummation of the transactions contemplated by this Agreement hereby and thereby will not, (i) conflict with, or result in any violation or breach of, any provision of the Articles of Organization, Operating Agreement Incorporation or other organizational document Bylaws of Acquisition LLCSeller, (ii) conflict with, or result in any violation or breach of, or constitute (with or without notice or lapse of time, or both) a default (or give rise to a right of termination, cancellation or acceleration of any obligation or loss of any material benefit) under, or require a consent or waiver under, or result in the creation of a security interest, lien, claim, pledge, agreement, limitations in Acquisition LLC’s voting right, charge or other encumbrance of any nature on any of the properties or assets of Acquisition LLC pursuant to any of the terms, conditions or provisions of, of any note, bond, mortgage, indenture, lease, license, contract, articles, articles supplementary contract or other agreement, instrument or obligation to which Acquisition LLC Seller or any of its Subsidiaries is a party or by which Acquisition LLC any of them or any of its their properties or assets may be bound, or (iii) conflict with with, violate, or violate cause the termination of any permit, concession, franchise, license, judgment, injunction, order, decree, statute, law, ordinance, rule or regulation applicable to Acquisition LLC Seller or any of its Subsidiaries or any of its or their properties or assets, except in the case of (ii) and (iii) for any such conflicts, violations, defaults, terminations, cancellations or accelerations which are not, individually or in the aggregate, reasonably likely to have a Seller Material Adverse Effect. (c) No consent, approval, license, permit, order or authorization of, or registration, declaration, notice declaration or filing with, any court, administrative agency or commission or other governmental authority or instrumentality ("Governmental Entity Entity") is required by or with respect to Acquisition LLC Seller or any of its Subsidiaries in connection with the execution and delivery of this Agreement or the consummation of the transactions contemplated by this Agreementhereby or thereby, except for (i) the filing of the Acquisition LLC Articles pre-merger notification report under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of Merger with the Maryland Department of Assessments and Taxation and of the Fund Articles of Merger with the Florida Department of State1976, as amended ("HSR Act"), (ii) the filing of the Registration Statement Articles of Merger with the SEC Department of State of the State of Florida, (iii) the filing of the Proxy Statement (as defined in Section 3.15 below) with the Securities and Exchange Commission (the "SEC") in accordance with the Securities Exchange Act of 1934, as amended (the "Exchange Act"), (iv) such consents, approvals, orders, authorizations, registrations, declarations and filings as may be required under applicable state securities laws and the laws of any foreign country and (iiiv) such other consents, authorizations, filings, approvals and registrations which, if not obtained or made, would not materially interfere with the compliance with operations of any state securities laws. (d) As material facility of the date hereof and as of the Effective Time, the Members have adopted this Agreement and approved the Merger and the other transactions contemplated hereby. (e) There is no agreement Seller or order binding upon Acquisition LLC or any of its assets or properties which has had or could otherwise be reasonably be expected likely to have the effect of prohibiting or impairing any business practice of Acquisition LLC or the conduct of business by Acquisition LLC as currently conducted or as proposed to be conducted by Acquisition LLC. Acquisition LLC is not subject to any non-competition, non-solicitation or similar restriction on its businessa Seller Material Adverse Effect.

Authority; No Conflict; Required Filings and Consents. (a) Each of Parent, the Buyer and the Acquisition LLC Subsidiary has all requisite corporate power and authority to enter into execute and deliver this Agreement and, subject to the adoption of this Agreement by Acquisition LLC’s members (the “Members”) under the MLLCA, and to consummate the transactions contemplated by this Agreement. The execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement by Parent, the Buyer and the Acquisition LLC Subsidiary have been duly authorized by all necessary corporate or other action on the part of each of Parent, the Buyer and the Acquisition LLCSubsidiary (including the approval of the Merger by Parent in its capacity as the sole stockholder of the Acquisition Subsidiary), subject only and no other corporate or stockholder proceedings on the part of Parent, the Buyer or the Acquisition Subsidiary are necessary to the adoption of authorize this Agreement by and to consummate the Memberstransactions contemplated hereby. This Agreement has been duly executed and delivered by each of Parent, the Buyer and the Acquisition LLC Subsidiary and (assuming due authorization, execution and delivery of this Agreement by the Company and S Sub) constitutes the legal, valid and binding obligation of each of Parent, the Buyer and the Acquisition LLCSubsidiary, enforceable in accordance with its terms, except that the enforceability of this Agreement is subject only to the adoption of this Agreement as may be limited by the Membersapplicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws affecting creditors' rights generally and by general equitable principles (whether considered in a proceeding in equity or at law). (b) The execution and delivery of this Agreement by each of Parent, the Buyer and the Acquisition LLC does Subsidiary do not, and the consummation by Parent, the Buyer and the Acquisition Subsidiary of the transactions contemplated by this Agreement will not, (i) conflict with, or result in any violation or breach of, any provision of the Articles Certificate of OrganizationIncorporation or By-laws of Parent, Operating Agreement the Buyer or other organizational document of the Acquisition LLCSubsidiary, (ii) conflict in any material respect with, or result in any material violation or breach of, or constitute (with or without notice or lapse of time, or both) a default (or give rise to a right of termination, cancellation or acceleration of any obligation or loss of any material benefitobligation) under, require a consent or waiver under, constitute a change in control under, or result in the creation of a security interest, lien, claim, pledge, agreement, limitations in Acquisition LLC’s voting right, charge or other encumbrance imposition of any nature Lien on any of Parent's, the properties Buyer's, or the Acquisition Subsidiary's material assets of Acquisition LLC pursuant to under, any of the terms, conditions or provisions of, of any material note, bond, mortgage, indenture, lease, license, contract, articles, articles supplementary contract or other agreement, agreement or instrument or obligation to which Parent, the Buyer, or the Acquisition LLC Subsidiary is a party or by which Acquisition LLC any of them or any of its their material properties or assets may be bound, or (iii) subject to compliance with the requirements specified in Section 5.3(c), conflict with or violate in any material respect, any material permit, concession, franchise, license, judgment, injunction, order, decree, statute, law, ordinance, rule or regulation applicable to Parent, the Buyer, or the Acquisition LLC Subsidiary or any of its or their material properties or assets. (c) No consent, approval, license, permit, order or authorization of, or registration, declaration, notice or filing with, any Governmental Entity is required by or with respect to Parent, the Buyer, or the Acquisition LLC Subsidiary or other Subsidiary of the Buyer in connection with the execution and delivery of this Agreement by Parent, the Buyer or the Acquisition Subsidiary or the consummation by the Parent, the Buyer or the Acquisition Subsidiary of the transactions contemplated by this Agreement, except for (i) the filing of pre-merger notification requirements under the Acquisition LLC Articles of Merger with the Maryland Department of Assessments and Taxation and of the Fund Articles of Merger with the Florida Department of StateHSR Act, (ii) the applicable requirements of the Communications Act, (iii) the filing of the Registration Statement Certificate of Merger with the Secretary of State of the State of Delaware and appropriate corresponding documents with the Secretaries of State of other states in which the Company is qualified as a foreign corporation to transact business, (iv) the filings of such reports, schedules or materials with the SEC under the Exchange Act as may be required in connection with this Agreement and the transactions contemplated hereby, (v) such consents, approvals, orders, authorizations, registrations, declarations and filings as may be required under the Securities Act and applicable state securities laws, (vi) any consents, authorizations, approvals, filings or exemptions required by the rules of the NYSE with respect to the shares of Parent Common Stock issuable in connection with the Merger and (vii) such other consents, licenses, permits, orders, authorizations, filings, approvals and registrations as (A) may be required as a result of the Company's and its Subsidiaries' operations or assets located or conducted outside of the United States (provided that (x) the failure to file or obtain such consents, licenses, permits, orders, authorizations, filings, approvals, declarations or registrations or (y) the failure of such consents, licenses, permits, orders, authorizations, filings, approvals, declarations or registrations to occur, shall not materially and adversely affect, impede or delay Parent's, the Buyer's or the Acquisition Subsidiary's ability to consummate the Merger and the transactions contemplated hereby in accordance with the Securities Actterms of this Agreement) or (B) are not material, individually or in the aggregate, to the business and (iii) the compliance with any state securities laws. (d) As operations of the date hereof Parent and its Subsidiaries, taken as of the Effective Time, the Members have adopted this Agreement and approved the Merger and the other transactions contemplated herebya whole. (e) There is no agreement or order binding upon Acquisition LLC or any of its assets or properties which has had or could reasonably be expected to have the effect of prohibiting or impairing any business practice of Acquisition LLC or the conduct of business by Acquisition LLC as currently conducted or as proposed to be conducted by Acquisition LLC. Acquisition LLC is not subject to any non-competition, non-solicitation or similar restriction on its business.

Authority; No Conflict; Required Filings and Consents. (a) Acquisition LLC Each Seller has all requisite corporate or limited liability company, as applicable, power and authority to enter into this Agreement and, subject and each of the Ancillary Agreements to the adoption of this Agreement by Acquisition LLC’s members (the “Members”) under the MLLCA, which it is a party and to consummate the transactions contemplated by this AgreementContemplated Transactions. The execution execution, delivery and delivery performance by each Seller of this Agreement and each of the Ancillary Agreements to which it is or will be a party and the consummation by each Seller of the transactions contemplated by this Agreement by Acquisition LLC Contemplated Transactions have been duly authorized by all necessary corporate or limited liability company, as applicable, action on the part of Acquisition LLC, subject only to the adoption of this Agreement by the Memberssuch Seller. This Agreement Each Seller has been duly executed and delivered by Acquisition LLC this Agreement and constitutes has duly executed and delivered (or at the Closing will duly execute and deliver) each Ancillary Agreement to which such Seller is a party. This Agreement is the legal, valid and binding obligation of Acquisition LLCeach Seller, enforceable against such Seller in accordance with its terms, except that and each Ancillary Agreement to which a Seller is a party (or will be a party at the enforceability Closing) is or will be at the Closing, as applicable, the legal, valid and binding obligation of such Seller, enforceable against such Seller in accordance with its terms, except, in the case of this Agreement is subject only or any such Ancillary Agreement, as enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other similar Laws relating to or affecting the adoption rights of this Agreement creditors generally and by equitable principles, including those limiting the Membersavailability of specific performance, injunctive relief and other equitable remedies and those providing for equitable defenses (the “Bankruptcy Exception”). (b) The execution execution, delivery and delivery performance by each Seller of this Agreement by Acquisition LLC does notand each of the Ancillary Agreements to which it is a party, and the consummation by each Seller of the transactions contemplated by this Agreement Contemplated Transactions, do not and will not, not (i) conflict with, or result in any violation or breach of, any provision of the Articles Certificate of OrganizationIncorporation or Bylaws or limited liability company agreement, Operating Agreement or other organizational document as the case may be, of Acquisition LLCsuch Seller, (ii) conflict with, or result in any violation or breach of, or constitute (with or without notice or lapse of time, or both) a default (or give rise to a right of termination, cancellation or acceleration of any obligation or loss of any material benefit) underunder any Contract to which such Seller is a party, require a consent or waiver underunder any Contract to which such Seller is a party, require the payment of a penalty under any Contract to which such Seller is a party, or result in the creation of a security interest, lien, claim, pledge, agreement, limitations in Acquisition LLC’s voting right, charge or other encumbrance imposition of any nature Liens, other than Permitted Liens, on any of the properties or assets of Acquisition LLC pursuant with respect to any of the terms, conditions or provisions of, any note, bond, mortgage, indenture, lease, license, contract, articles, articles supplementary or other agreement, instrument or obligation to which Acquisition LLC is a party or by which Acquisition LLC or any of its properties or assets may be boundTransferred Assets, or (iii) subject to compliance with the requirements specified in Section 2.2(c), conflict with or violate any permitPermit, concession, franchise, license, judgment, injunction, order, decree, statute, law, ordinance, rule license or regulation Law applicable to Acquisition LLC such Seller or any of its properties or assets. (c) No consent, approval, license, permitPermit, order or authorization of, or registration, declaration, notice or filing with, any Governmental Entity is required by or with respect to Acquisition LLC each Seller in connection with the execution execution, delivery and delivery performance by such Seller of this Agreement and each of the Ancillary Agreements to which it is a party or the consummation of the transactions contemplated by this Agreement, except for (i) the filing of the Acquisition LLC Articles of Merger with the Maryland Department of Assessments and Taxation and of the Fund Articles of Merger with the Florida Department of State, (ii) the filing of the Registration Statement with the SEC in accordance with the Securities Act, and (iii) the compliance with any state securities lawsContemplated Transactions. 2.3. Taxes. (da) As of Each Seller has timely paid all income Taxes which will have been required to be paid on or prior to the date hereof and as of the Effective Timeby such Seller, the Members have adopted this Agreement and approved non-payment of which would result in a Lien on any Transferred Asset or would result in the Merger and the other transactions contemplated herebyBuyer becoming liable or responsible therefor. (eb) There is no agreement The Sellers will timely pay all income Taxes that arise from or order binding upon Acquisition LLC with respect to the Transferred Assets, that are incurred in or attributable to the Pre-Closing Tax Period and that Sellers are required to pay, the non-payment of which would result in a Lien on any Transferred Asset. (c) Since January 17, 2023, neither Seller has received any written notice that any of its assets or properties which has had or could reasonably be expected to have the effect of prohibiting or impairing any business practice of Acquisition LLC or the conduct of business by Acquisition LLC as currently conducted or as proposed to be conducted by Acquisition LLC. Acquisition LLC is not Transferred Assets are subject to or encumbered by any non-competitionLien with respect to Taxes, non-solicitation or similar restriction on its businessother than a Permitted Lien.

Authority; No Conflict; Required Filings and Consents. (a1) Acquisition LLC The Company has all requisite corporate power and authority to enter into this Agreement andand the Transaction Documents to which it is a party, subject and to the adoption of this Agreement by Acquisition LLC’s members (the “Members”) under the MLLCA, perform its obligations hereunder and to consummate the transactions contemplated by this Agreement. The execution and delivery of this Agreement and the Transaction Documents to which the Company is a party and the consummation of the transactions contemplated by this Agreement by Acquisition LLC the Company have been duly authorized by all necessary corporate action on the part of Acquisition LLCthe Company, subject only to the adoption acceptance of this Agreement the Certificate of Merger by the MembersSecretary of State of the State of Delaware. This Agreement has been duly executed and delivered by Acquisition LLC the Company and, assuming due authorization, execution and delivery of this Agreement by Parent and Purchaser, constitutes the valid and binding obligation of Acquisition LLCthe Company, enforceable in accordance with its termsterms except: (i) as enforcement may be limited by applicable bankruptcy, except that insolvency, reorganization, moratorium and other Laws affecting creditors’ rights generally; and (ii) insofar as the enforceability availability of this Agreement is subject only to the adoption of this Agreement equitable remedies may be limited by the Membersapplicable Law. (b2) The execution and delivery of this Agreement by Acquisition LLC does not, and the Transaction Documents to which the Company is a party and the consummation of the transactions contemplated by this Agreement will by the Company do not, and shall not: (i) conflict with, or result in any violation or breach of, any provision of the Articles Company Certificate of Organization, Operating Agreement Incorporation or other organizational document of Acquisition LLC, Company Bylaws; (ii) conflict with, or result in any violation or breach of, or constitute (with or without notice or lapse of time, or both) a default (or give rise to a right of termination, revocation, invalidation, cancellation or acceleration of any obligation or loss of any material benefit) under, require a consent consent, approval or waiver under, constitute a change in control under, require the payment of a penalty under or result in the creation of a security interest, lien, claim, pledge, agreement, limitations in Acquisition LLC’s voting right, charge or other encumbrance imposition of any nature Liens, other than Permitted Liens, on any the assets of the properties or assets of Acquisition LLC pursuant to Company under any of the terms, conditions or provisions of, of any note, bond, mortgage, indenture, lease, license, contract, articles, articles supplementary or other agreement, instrument or obligation to which Acquisition LLC is a party or by which Acquisition LLC or any of its properties or assets may be bound, Company Material Contract; or (iii) conflict with or violate in any permit, concession, franchise, licensematerial respect any Permit, judgment, injunction, order, decree, statute, law, ordinance, rule or regulation other Law applicable to Acquisition LLC the Company or any of its properties or assets. (c3) No consent, approval, license, permitPermit, order or authorization of, or registrationRegistration, declaration, notice or filing with, any Governmental Entity Entity, including with respect to any federal or state laboratory license or accreditation, is required by or with respect to Acquisition LLC the Company in connection with the execution and delivery of this Agreement by the Company or the consummation by the Company of the transactions contemplated by this Agreement, except for for: (i) the filing of the Acquisition LLC Articles Certificate of Merger with the Maryland Department Secretary of Assessments and Taxation and State of the Fund Articles State of Merger Delaware and appropriate corresponding documents with the Florida Department appropriate authorities of Stateother states in which the Company is qualified as a foreign corporation to transact business; and (ii) such other consents, licenses, Permits, orders, authorizations, filings, approvals and Registrations which, if not obtained or made, have not had, and would not reasonably be expected to result in, a Company Material Adverse Effect. (4) The affirmative vote for adoption of the Agreement and the Merger by the holders of: (i) a majority of the outstanding Company Common Stock and the Company Preferred Stock voting together as a single class on an as converted basis; (ii) a majority of the outstanding Company Preferred Stock (voting together as a single class on an as converted basis); and (iii) the holders of at least sixty-six percent (66%) of the outstanding Series C-1 Preferred Stock (voting as a separate class), are the only votes of the holders of any class or series of the Company Capital Stock or other securities necessary for the adoption of this Agreement and for the consummation by the Company of the other transactions contemplated by this Agreement. The Company Board has unanimously (i) approved this Agreement and the transactions contemplated hereby, (ii) determined that in its opinion the filing Merger is advisable to and in the best interest of the Registration Statement with the SEC in accordance with the Securities ActCompany, and (iii) recommended that the compliance with any state securities laws. (d) As of the date hereof and as of the Effective Time, the Members have adopted Company Stockholders approve this Agreement and approved the Merger and Merger, all in accordance with the DGCL. There are no bonds, debentures, notes or other transactions contemplated herebyIndebtedness of the Company having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which stockholders of the Company may vote. (e) There is no agreement or order binding upon Acquisition LLC or any of its assets or properties which has had or could reasonably be expected to have the effect of prohibiting or impairing any business practice of Acquisition LLC or the conduct of business by Acquisition LLC as currently conducted or as proposed to be conducted by Acquisition LLC. Acquisition LLC is not subject to any non-competition, non-solicitation or similar restriction on its business.

Authority; No Conflict; Required Filings and Consents. (a) Acquisition LLC EFTC has all requisite corporate power and authority to enter into this Agreement and, subject to the adoption of this Agreement by Acquisition LLC’s members (the “Members”) under the MLLCA, and to consummate the transactions contemplated by this Agreement. The execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement by Acquisition LLC EFTC have been duly authorized by all necessary corporate action on the part of Acquisition LLCEFTC, subject only to the approval and adoption of this Agreement and the EFTC Merger by EFTC's stockholders under the MembersCBCA. This Agreement has been duly executed and delivered by Acquisition LLC EFTC and constitutes the valid and binding obligation obligations of Acquisition LLCEFTC, enforceable in accordance with 11 21 its terms, except that subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' rights and to general equity principles (the enforceability of this Agreement is subject only to the adoption of this Agreement by the Members"Bankruptcy and Equity Exception"). (b) The execution and delivery of this Agreement by Acquisition LLC EFTC does not, and the consummation of the transactions contemplated by this Agreement will not, (i) conflict with, or result in any violation or breach of, any provision of the Articles of Organization, Operating Agreement Incorporation or other organizational document Bylaws of Acquisition LLC, (ii) conflict with, or result in any violation or breach of, or constitute (with or without notice or lapse of time, or both) a default (or give rise to a right of termination, cancellation or acceleration of any obligation or loss of any material benefit) under, require a consent or waiver under, or result in the creation of a security interest, lien, claim, pledge, agreement, limitations in Acquisition LLC’s voting right, charge or other encumbrance of any nature on any of the properties or assets of Acquisition LLC pursuant to any of the terms, conditions or provisions of, any note, bond, mortgage, indenture, lease, license, contract, articles, articles supplementary or other agreement, instrument or obligation to which Acquisition LLC is a party or by which Acquisition LLC EFTC or any of its properties or assets may be boundSubsidiaries, or (iiiii) conflict with or violate any permit, concession, franchise, license, judgment, injunction, order, decree, statute, law, ordinance, rule or regulation applicable to Acquisition LLC EFTC or any of its Subsidiaries or any of its or their properties or assets, or (iii) result in a breach of any of the terms, conditions or provisions of, or constitute a default under, or permit the acceleration of rights under or termination of any indenture, mortgage, deed or trust, credit agreement, note or other indebtedness, or any other material agreement of EFTC or any of its Subsidiaries (collectively, the "EFTC Agreements") except in the case of (ii) or (iii) for any such conflicts, violations, defaults, terminations, cancellations or accelerations which (x) would not, individually or in the aggregate, have an EFTC Material Adverse Effect or (y) would not substantially impair or delay the consummation of the EFTC Merger. (c) No consent, approval, license, permit, order or authorization of, or registration, declaration, notice declaration or filing with, any court, administrative agency or commission or other governmental authority or instrumentality ("Governmental Entity Entity") is required by or with respect to Acquisition LLC EFTC or any of its Subsidiaries in connection with the execution and delivery of this Agreement or the consummation of the transactions contemplated by this Agreementhereby or thereby, except for (i) the filing of the Acquisition LLC Articles a Certificate of Merger with respect to the Maryland Department of Assessments and Taxation and of the Fund Articles of EFTC Merger with the Florida Department Delaware Secretary of State, (ii) the filing of the Registration Statement Joint Proxy Statement/Prospectus (as defined in Section 3.16 below) with the SEC Securities and Exchange Commission (the "SEC") in accordance with the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the Securities Act, and (iii) the compliance with any such consents, approvals, orders, authorizations, registrations, declarations and filings as may be required under applicable state securities laws. laws and the laws of any foreign country and (div) As such other consents, authorizations, filings, approvals and registrations which, if not obtained or made, would not (x) have an EFTC Material Adverse Effect or (y) substantially impair or delay the consummation of the date hereof and as of the Effective Time, the Members have adopted this Agreement and approved the Merger and the other transactions contemplated herebyEFTC Merger. (e) There is no agreement or order binding upon Acquisition LLC or any of its assets or properties which has had or could reasonably be expected to have the effect of prohibiting or impairing any business practice of Acquisition LLC or the conduct of business by Acquisition LLC as currently conducted or as proposed to be conducted by Acquisition LLC. Acquisition LLC is not subject to any non-competition, non-solicitation or similar restriction on its business.

Authority; No Conflict; Required Filings and Consents. (a) Acquisition LLC BCGU has all requisite power and authority to enter into this Agreement and, subject to the adoption of this Agreement by Acquisition LLC’s members (the “Members”) under the MLLCA, and to consummate the transactions contemplated by this Agreement, including the acquisition of the AUDIO Shares. The execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement by Acquisition LLC have been duly authorized by all necessary corporate action on the part of Acquisition LLC, subject only to the adoption of this Agreement by the MembersBCGU. This Agreement has been duly executed and delivered by Acquisition LLC BCGU, and constitutes the valid and binding obligation of Acquisition LLCBCGU, enforceable in accordance with its terms, except that the enforceability of this Agreement is subject only to the adoption extent that enforceability may be limited by applicable bankruptcy, reorganization, insolvency, moratorium or other laws affecting the enforcement of this Agreement creditors' rights generally and by the Membersgeneral principles of equity. (b) The execution and delivery by BCGU of this Agreement by Acquisition LLC does not, and the consummation of the transactions contemplated by this Agreement will not, (i) conflict with, or result in any violation or breach of, of any provision of the Articles of Organization, Operating Agreement or other organizational document of Acquisition LLCagreement BCGU has with any third party, (ii) conflict with, or result in any violation or breach of, or constitute (with or without notice or lapse of time, or both) a default (or give rise to a right of termination, cancellation or acceleration of any obligation or loss of any material benefit) under, require a consent or waiver under, or result in the creation of a security interest, lien, claim, pledge, agreement, limitations in Acquisition LLC’s voting right, charge or other encumbrance of any nature on any of the properties or assets of Acquisition LLC pursuant to under any of the terms, conditions or provisions of, of any note, bond, mortgage, indenture, lease, license, contract, articles, articles supplementary contract or other agreement, instrument or obligation to which Acquisition LLC BCGU is a party or by which Acquisition LLC or any of its properties or assets may be bound, or (iii) conflict with or violate any permit, concession, franchise, license, judgment, injunction, order, decree, statute, law, ordinance, rule or regulation applicable to Acquisition LLC BCGU or any of its his properties or assets, except in the case of (ii) and (iii) for any such conflicts, violations, defaults, terminations, cancellations or accelerations which would not be reasonably likely to have a Material Adverse Effect on BCGU’s business affairs, taken as a whole. (c) No consent, approval, license, permit, order or authorization of, or registration, declaration, notice declaration or filing with, any Governmental Entity is required by or with respect to Acquisition LLC BCGU in connection with the execution and delivery of this Agreement or the consummation of the transactions contemplated by this Agreementhereby, except for (i) such consents, approvals, orders, authorizations, registrations, declarations and filings as may be required under applicable federal and state securities laws and the filing laws of the Acquisition LLC Articles of Merger with the Maryland Department of Assessments and Taxation and of the Fund Articles of Merger with the Florida Department of State, (ii) the filing of the Registration Statement with the SEC in accordance with the Securities Actany foreign country, and (iii) the compliance with any state securities laws. (d) As of the date hereof such other consents, authorizations, filings, approvals and as of the Effective Timeregistrations which, the Members have adopted this Agreement and approved the Merger and the other transactions contemplated hereby. (e) There is no agreement if not obtained or order binding upon Acquisition LLC or any of its assets or properties which has had or could made, would be reasonably be expected to have the effect of prohibiting or impairing any business practice of Acquisition LLC or the conduct of business by Acquisition LLC a Material Adverse Effect on BCGU and its subsidiaries, taken as currently conducted or as proposed to be conducted by Acquisition LLC. Acquisition LLC is not subject to any non-competition, non-solicitation or similar restriction on its businessa whole.

Authority; No Conflict; Required Filings and Consents. (a) Each of Parent, the Buyer and the Acquisition LLC Subsidiary has all requisite corporate power and authority to enter into execute and deliver this Agreement and, subject to the adoption of this Agreement by Acquisition LLC’s members (the “Members”) under the MLLCA, and to consummate the transactions contemplated by this Agreement. The execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement by Parent, the Buyer and the Acquisition LLC Subsidiary have been duly authorized by all necessary corporate or other action on the part of each of Parent, the Buyer and the Acquisition LLCSubsidiary (including the approval of the Merger by Parent in its capacity as the sole stockholder of the Acquisition Subsidiary), subject only and no other corporate or stockholder proceedings on the part of Parent, the Buyer or the Acquisition Subsidiary are necessary to the adoption of authorize this Agreement by and to consummate the Memberstransactions contemplated hereby. This Agreement has been duly executed and delivered by each of Parent, the Buyer and the Acquisition LLC Subsidiary and (assuming due authorization, execution and delivery of this Agreement by the Company and S Sub) constitutes the legal, valid and binding obligation of each of Parent, the Buyer and the Acquisition LLCSubsidiary, enforceable in accordance with its terms, except that the enforceability of this Agreement is subject only to the adoption of this Agreement as may be limited by the Membersapplicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws affecting creditors’ rights generally and by general equitable principles (whether considered in a proceeding in equity or at law). (b) The execution and delivery of this Agreement by each of Parent, the Buyer and the Acquisition LLC does Subsidiary do not, and the consummation by Parent, the Buyer and the Acquisition Subsidiary of the transactions contemplated by this Agreement will not, (i) conflict with, or result in any violation or breach of, any provision of the Articles Certificate of OrganizationIncorporation or By-laws of Parent, Operating Agreement the Buyer or other organizational document of the Acquisition LLCSubsidiary, (ii) conflict in any material respect with, or result in any material violation or breach of, or constitute (with or without notice or lapse of time, or both) a default (or give rise to a right of termination, cancellation or acceleration of any obligation or loss of any material benefitobligation) under, require a consent or waiver under, constitute a change in control under, or result in the creation of a security interest, lien, claim, pledge, agreement, limitations in Acquisition LLC’s voting right, charge or other encumbrance imposition of any nature Lien on any of Parent’s, the properties Buyer’s, or the Acquisition Subsidiary’s material assets of Acquisition LLC pursuant to under, any of the terms, conditions or provisions of, of any material note, bond, mortgage, indenture, lease, license, contract, articles, articles supplementary contract or other agreement, agreement or instrument or obligation to which Parent, the Buyer, or the Acquisition LLC Subsidiary is a party or by which Acquisition LLC any of them or any of its their material properties or assets may be bound, or (iii) subject to compliance with the requirements specified in Section 5.3(c), conflict with or violate in any material respect, any material permit, concession, franchise, license, judgment, injunction, order, decree, statute, law, ordinance, rule or regulation applicable to Parent, the Buyer, or the Acquisition LLC Subsidiary or any of its or their material properties or assets. (c) No consent, approval, license, permit, order or authorization of, or registration, declaration, notice or filing with, any Governmental Entity is required by or with respect to Parent, the Buyer, or the Acquisition LLC Subsidiary or other Subsidiary of the Buyer in connection with the execution and delivery of this Agreement by Parent, the Buyer or the Acquisition Subsidiary or the consummation by the Parent, the Buyer or the Acquisition Subsidiary of the transactions contemplated by this Agreement, except for for (i) the pre-merger notification requirements under the HSR Act, (ii) the applicable requirements of the Communications Act, (iii) the filing of the Acquisition LLC Articles Certificate of Merger with the Maryland Department Secretary of Assessments and Taxation and State of the Fund Articles State of Merger Delaware and appropriate corresponding documents with the Florida Department Secretaries of StateState of other states in which the Company is qualified as a foreign corporation to transact business, (iiiv) the filing filings of the Registration Statement such reports, schedules or materials with the SEC under the Exchange Act as may be required in connection with this Agreement and the transactions contemplated hereby, (v) such consents, approvals, orders, authorizations, registrations, declarations and filings as may be required under the Securities Act and applicable state securities laws, (vi) any consents, authorizations, approvals, filings or exemptions required by the rules of the NYSE with respect to the shares of Parent Common Stock issuable in connection with the Merger and (vii) such other consents, licenses, permits, orders, authorizations, filings, approvals and registrations as (A) may be required as a result of the Company’s and its Subsidiaries’ operations or assets located or conducted outside of the United States (provided that (x) the failure to file or obtain such consents, licenses, permits, orders, authorizations, filings, approvals, declarations or registrations or (y) the failure of such consents, licenses, permits, orders, authorizations, filings, approvals, declarations or registrations to occur, shall not materially and adversely affect, impede or delay Parent’s, the Buyer’s or the Acquisition Subsidiary’s ability to consummate the Merger and the transactions contemplated hereby in accordance with the Securities Actterms of this Agreement) or (B) are not material, individually or in the aggregate, to the business and (iii) the compliance with any state securities laws. (d) As operations of the date hereof Parent and its Subsidiaries, taken as of the Effective Time, the Members have adopted this Agreement and approved the Merger and the other transactions contemplated herebya whole. (e) There is no agreement or order binding upon Acquisition LLC or any of its assets or properties which has had or could reasonably be expected to have the effect of prohibiting or impairing any business practice of Acquisition LLC or the conduct of business by Acquisition LLC as currently conducted or as proposed to be conducted by Acquisition LLC. Acquisition LLC is not subject to any non-competition, non-solicitation or similar restriction on its business.

Authority; No Conflict; Required Filings and Consents. (a) Acquisition LLC The Company has all requisite corporate power and authority to enter into this Agreement, the Registration Rights Agreement and, subject to in the adoption of this Agreement by Acquisition LLC’s members form attached hereto as Exhibit B (the “Members”"Registration Rights Agreement"), the Subordinated Loan Agreement between the Company and the Purchaser dated as of the date hereof (the "Loan Agreement") under and the MLLCA, Convertible Subordinated Note and to consummate the transactions contemplated by this Agreement. The execution and delivery of this Agreement and the Registration Rights Agreement, the Loan Agreement and the Convertible Subordinated Note. This Agreement, the Loan Agreement, the Convertible Subordinated Note and the Registration Rights Agreement have been duly authorized, executed and delivered by the Company and constitute valid and legally binding obligations of the Company, enforceable against the Company in accordance with their terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' rights and to general equity principles; provided, however, that it is understood that pursuant to the regulations of the -------- ------- National Association of Securities Dealers, Inc. (the "NASD Rules"), stockholder approval of the consummation of the transactions contemplated by this Agreement by Acquisition LLC have been duly authorized by all necessary corporate action on the part of Acquisition LLC, subject only Second Purchase is required prior to the adoption of this Agreement by the Members. This Agreement has been duly executed and delivered by Acquisition LLC and constitutes the valid and binding obligation of Acquisition LLC, enforceable in accordance with its terms, except that the enforceability of this Agreement is subject only to the adoption of this Agreement by the Memberssuch consummation. (b) The execution and delivery by the Company of this Agreement, the Registration Rights Agreement, the Loan Agreement by Acquisition LLC and the Convertible Subordinated Note does not, and the consummation of the transactions contemplated by this Agreement, the Registration Rights Agreement, the Loan Agreement and the Convertible Subordinated Note will not, (i) conflict with, or result in any violation or breach of any provision of, any provision the Certificate of Incorporation or Bylaws of the Articles of Organization, Operating Agreement or other organizational document of Acquisition LLCCompany, (ii) conflict with, or result in any violation or breach of, or constitute (with or without notice or lapse of time, or both) a default (or give rise to a right of termination, cancellation or acceleration of any obligation or loss of any material benefit) under, require a consent or waiver under, or result in the creation of a security interest, lien, claim, pledge, agreement, limitations in Acquisition LLC’s voting right, charge or other encumbrance of any nature on any of the properties or assets of Acquisition LLC pursuant to any of the terms, conditions or provisions of, of any note, bond, mortgage, indenture, lease, license, contract, articles, articles supplementary contract or other agreement, instrument or obligation to which Acquisition LLC the Company or any of its subsidiaries is a party or by which Acquisition LLC the Company or any of its subsidiaries, properties or assets may be bound, or (iii) conflict with or violate any permit, concession, franchise, license, judgment, injunction, order, decree, statute, law, ordinance, rule or regulation applicable to Acquisition LLC the Company or any of its subsidiaries, properties or assetsassets (provided, with respect to clauses (ii) and (iii), with respect to the Shares to be purchased at the Second Closing, that stockholder approval of such purchase is obtained in conformity with the NASD Rules prior to the Second Closing), except in the case of (ii) and (iii) for any such violations, defaults, breaches, terminations, cancellations, accelerations, losses or conflicts which would not, individually or in the aggregate, have a Material Adverse Effect, and would not materially burden or delay the consummation of the transactions contemplated hereby. (c) No consent, approval, license, permit, order or authorization of, or registration, declaration, notice declaration or filing with, any court, administrative agency or commission or other governmental authority or instrumentality (a "Governmental Entity Entity") is required by or with respect to Acquisition LLC the Company in connection with the execution and delivery of this Agreement, the Registration Rights Agreement, the Loan Agreement and the Convertible Subordinated Note or the consummation of the transactions contemplated by this Agreementhereby or thereby, except for (i) the filing of a Form D under the Acquisition LLC Articles Securities Act of Merger with 1933, as amended (the Maryland Department of Assessments and Taxation and of the Fund Articles of Merger with the Florida Department of State"Securities Act"), (ii) such filings as may be required under applicable state securities laws or the filing Xxxx- Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the Registration Statement with the SEC in accordance with the Securities "HSR Act"), and (iii) such other consents, authorizations, filings, approvals and registrations which, if not obtained or made, would not, individually or in the compliance with any state securities laws. (d) As aggregate, have a Material Adverse Effect on the Company and would not materially burden or delay the consummation of the date hereof and as of the Effective Time, the Members have adopted this Agreement and approved the Merger and the other transactions contemplated hereby. (e) There is no agreement or order binding upon Acquisition LLC or any of its assets or properties which has had or could reasonably be expected to have the effect of prohibiting or impairing any business practice of Acquisition LLC or the conduct of business by Acquisition LLC as currently conducted or as proposed to be conducted by Acquisition LLC. Acquisition LLC is not subject to any non-competition, non-solicitation or similar restriction on its business.

Authority; No Conflict; Required Filings and Consents. (a) Acquisition LLC The Company has all requisite corporate power and authority to enter into this Agreement and, subject to the adoption approval of this Agreement by Acquisition LLCthe Company’s members (the “Members”) shareholders under the MLLCAIBCA, to consummate the transactions contemplated by this Agreement. The execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement by Acquisition LLC the Company have been duly authorized by all necessary corporate action on the part of Acquisition LLCthe Company, subject only to the adoption approval of this Agreement by the MembersCompany’s shareholders under the IBCA. This Agreement has been duly executed and delivered by Acquisition LLC the Company and constitutes the valid and binding obligation of Acquisition LLCthe Company, enforceable in accordance with its their respective terms, except that the enforceability of this Agreement is subject only to the adoption approval of this Agreement by the MembersCompany’s shareholders under the IBCA. (b) The execution and delivery of this Agreement by Acquisition LLC the Company does not, and the consummation of the transactions contemplated by this Agreement will not, (i) conflict with, or result in any violation or breach of, any provision of the Restated Articles of Organization, Operating Agreement Incorporation or other organizational document Bylaws of Acquisition LLCthe Company, (ii) conflict with, or result in any violation or breach of, or constitute (with or without notice or lapse of time, or both) a default (or give rise to a right of termination, cancellation or acceleration of any obligation or loss of any material benefit) under, require a consent or waiver under, or result in the creation of a security interest, lien, claim, pledge, agreement, limitations in Acquisition LLCthe Company’s voting right, charge or other encumbrance of any nature on any of the properties or assets of Acquisition LLC the Company pursuant to any of the terms, conditions or provisions of, any material note, bond, mortgage, indenture, lease, license, contract, articles, articles supplementary contract or other agreement, instrument or obligation to which Acquisition LLC the Company is a party or by which Acquisition LLC any of them or any of its their properties or assets may be bound, or (iii) subject to compliance with the requirements specified in clauses (i), (ii) and (iii) of Section 3.3(c), conflict with or violate any permit, concession, franchise, license, judgment, injunction, order, decree, statute, law, ordinance, rule or regulation applicable to Acquisition LLC the Company or any of its properties or assets; or (iv) require the Company under the terms of any material agreement, contract, arrangement or understanding to which it is a party or by which it or its assets are bound, to obtain the consent or approval of, or provide notice to, any other party to any such agreement, contract, arrangement or understanding. (c) No consent, approval, license, permit, order or authorization of, or registration, declaration, notice or filing with, any court, arbitrational tribunal, administrative agency or commission or other governmental or regulatory authority or agency (a “Governmental Entity Entity”) is required by or with respect to Acquisition LLC the Company in connection with the execution and delivery of this Agreement or the consummation of the transactions contemplated by this Agreement, except for (i) the filing of the Acquisition LLC Articles of Merger with the Maryland Department Secretary of Assessments and Taxation and State of the Fund Articles State of Merger Iowa and appropriate corresponding documents with the Florida Department Secretaries of StateState of other states in which the Company is qualified as a foreign corporation to transact business, (ii) the filing of the Registration Statement reports with the SEC Securities and Exchange Commission (the “SEC”) in accordance with the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and (iii) the compliance with any state securities laws. (d) As of the date hereof and as of the Effective Time, the Members have adopted Board of Directors of the Company has, at a meeting duly called and held, (i) unanimously approved and declared advisable this Agreement to which the Company is a party, (ii) determined that the transactions contemplated hereby are advisable, fair to and in the best interests of the shareholders of the Company, (iii) resolved to recommend approval of this Agreement and approved the Merger and the other transactions contemplated hereby to the shareholders of the Company and (iv) directed that this Agreement be submitted to the shareholders of the Company for their approval and authorization. The Board of Directors has not withdrawn, rescinded or modified such approvals, determination, and resolutions to recommend. The affirmative vote of a majority of all outstanding shares of Company Common Stock is the only vote of the holders of any class or series of capital stock of the Company necessary to approve and authorize this Agreement, the Merger and the other transactions contemplated hereby. As of the date of this Agreement, the holders of the Company Common Stock that are parties to the Shareholders’ Agreement own (beneficially and of record) and have the right to vote, in the aggregate, approximately 53% of the total issued and outstanding Company Common Stock. (e) There is no agreement or order binding upon Acquisition LLC the Company or any of its assets or properties which has had or could reasonably be expected to have the effect of prohibiting or impairing any business practice of Acquisition LLC the Company or the conduct of business by Acquisition LLC the Company as currently conducted or as proposed to be conducted by Acquisition LLCthe Company. Acquisition LLC The Company is not subject to any non-competition, non-solicitation or similar restriction on its business.

Authority; No Conflict; Required Filings and Consents. (a) Acquisition LLC Each of Public Company and Merger Sub has all requisite corporate power and authority to enter into this Agreement and, subject to and the adoption of this Agreement by Acquisition LLC’s members (Public Company in its capacity as the “Members”) under the MLLCAsole stockholder of Merger Sub, to consummate the transactions contemplated by this Agreement. Without limiting the generality of the foregoing, the Public Company Board, at a meeting duly called and held, by the unanimous vote of all directors in attendance, determined that the Merger is fair to, and in the best interests of Public Company and its stockholders. The execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement by Acquisition LLC Public Company and Merger Sub have been duly authorized by all necessary corporate action on the part of Acquisition LLCeach of Public Company and Merger Sub, subject only to the adoption of this Agreement by Public Company in its capacity as the Memberssole stockholder of Merger Sub. This Agreement has been duly executed and delivered by Acquisition LLC each of Public Company and Merger Sub and, assuming the due execution and delivery by Mxxxxx Partner, constitutes the valid and binding obligation of Acquisition LLCeach of Public Company and Merger Sub, enforceable against Public Company and Merger Sub in accordance with its terms, except that the enforceability of this Agreement is subject only to the adoption of this Agreement by the MembersBankruptcy and Equity Exception. (b) The execution and delivery of this Agreement by Acquisition LLC does each of Public Company and Merger Sub do not, and the consummation by Public Company and Merger Sub of the transactions contemplated by this Agreement will shall not, (i) conflict with, or result in any violation or breach of, any provision of the Articles certificate of Organizationincorporation or bylaws of Public Company or Merger Sub or of the charter, Operating Agreement bylaws or other organizational document of Acquisition LLCany other Subsidiary of Public Company, each as amended, (ii) conflict with, or result in any violation or breach of, or constitute (with or without notice or lapse of time, or both) a default (or give rise to a right of termination, cancellation or acceleration of any obligation or loss of any material benefit) under, or require a consent or waiver under, constitute a change in control under, require the payment of a penalty under or result in the creation of a security interest, lien, claim, pledge, agreement, limitations in Acquisition LLC’s voting right, charge or other encumbrance imposition of any nature Lien on Public Company’s or any of the properties or its Subsidiaries’ assets of Acquisition LLC pursuant to under any of the terms, conditions or provisions of, of any note, bond, mortgage, indenture, lease, license, contract, articles, articles supplementary or other agreement, instrument or obligation Contract required to which Acquisition LLC is a party or by which Acquisition LLC or any be disclosed in Section 4.11(d) of its properties or assets may be boundthe Public Company Disclosure Schedule, or (iii) subject to compliance with the requirements specified in clauses (i) through (iv) of Section 4.4(c), conflict with or violate any permit, concession, franchise, license, judgment, injunction, order, decree, statute, law, ordinance, rule or regulation applicable to Acquisition LLC Public Company or any of its Subsidiaries or any of its or their properties or assets, except in the case of clauses (ii) and (iii) of this Section 4.4(b), for any such conflicts, violations, breaches, defaults, terminations, cancellations, accelerations or losses that, individually or in the aggregate have not had, and are not reasonably likely to result in, the loss of a material benefit to, or in the creation of a material liability for, Public Company or would not reasonably be expected to result in a Public Company Material Adverse Effect. Section 4.4(b) of the Public Company Disclosure Schedule lists all consents, waivers and approvals under any of Public Company’s or any of its Subsidiaries’ agreements, licenses or leases required to be obtained in connection with the consummation of the transactions contemplated by this Agreement, which, if individually or in the aggregate were not obtained, would result in a loss of a material benefit to, or the creation of any material liability for, Public Company, Merger Partner or the Surviving Corporation as a result of the Merger. (c) No consent, approval, license, permit, order or authorization of, or registration, declaration, notice or filing with, any Governmental Entity or any stock market or stock exchange on which shares of Public Company Common Stock are listed for trading is required by or with respect to Acquisition LLC Public Company or any of its Subsidiaries in connection with the execution and delivery of this Agreement or the consummation by Public Company or Merger Sub of the transactions contemplated by this Agreement, except for (i) the filing of the Acquisition LLC Articles Certificate of Merger with the Maryland Department of Assessments and Taxation and of the Fund Articles of Merger with the Florida Department Delaware Secretary of State, (ii) the filing of such reports, schedules or materials under Section 13 of or Rule 4a-12 under the Registration Statement with the SEC in accordance with Exchange Act and materials under Rule 165 and Rule 425 under the Securities ActAct as may be required in connection with this Agreement and the transactions contemplated hereby and thereby, (iii) such consents, approvals, orders, authorizations, registrations, declarations and filings as may be required under applicable state securities laws and the laws of any foreign country, and (iiiiv) such other consents, authorizations, orders, filings, approvals and registrations that, individually or in the compliance with aggregate, if not obtained or made, would not result in a loss of a material benefit to, or the creation of any state securities laws. (d) As material liability for, Public Company or Merger Partner as a result of the date hereof and as of the Effective Time, the Members have adopted this Agreement and approved the Merger and the other transactions contemplated herebyMerger. (e) There is no agreement or order binding upon Acquisition LLC or any of its assets or properties which has had or could reasonably be expected to have the effect of prohibiting or impairing any business practice of Acquisition LLC or the conduct of business by Acquisition LLC as currently conducted or as proposed to be conducted by Acquisition LLC. Acquisition LLC is not subject to any non-competition, non-solicitation or similar restriction on its business.

Authority; No Conflict; Required Filings and Consents. (a) Acquisition LLC Each of Parent and Sub has all requisite corporate power and authority to enter into this Agreement and, subject to and the adoption Agreement of this Agreement by Acquisition LLC’s members (the “Members”) under the MLLCA, Merger and to consummate the transactions contemplated by this Agreementhereby and thereby. The execution and delivery of this Agreement and the Agreement of Merger and the consummation of the transactions contemplated by this Agreement by Acquisition LLC hereby and thereby have been duly authorized by all necessary corporate action on the part of Acquisition LLC, subject only to the adoption of this Agreement by the MembersParent and Sub. This Agreement has been duly executed and delivered by Acquisition LLC Parent and Sub and constitutes the valid and binding obligation of Acquisition LLCParent and Sub, enforceable in accordance with its terms, except that as such enforceability may be limited by (i) bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting or relating to creditors rights generally and (ii) the enforceability availability of this injunctive relief and other equitable remedies. The Agreement is subject only to of Merger, when executed and delivered as contemplated herein, will be duly executed and delivered by Parent and Sub and, assuming the adoption of this Agreement due authorization, execution and delivery by the MembersCompany, will constitute the valid and binding obligation of Parent and Sub, enforceable in accordance with its terms, except as such enforceability may be limited by (i) bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting or relating to creditors rights generally and (ii) the availability of injunctive relief and other equitable remedies. (b) The Neither the execution and delivery of this Agreement by Acquisition LLC does notor the Agreement of Merger, and nor the consummation of the transactions contemplated herein or therein, by this Agreement Parent or Sub (in each case, with or without the passage of time or the giving of notice) will not, (i) violate or conflict with, or result in with any violation or breach of, any provision of the Articles provisions of Organization, Operating Agreement any of the charters or other organizational document Bylaws of Acquisition LLCParent or Sub, (ii) conflict with, or result in any violation or breach of, violate or constitute (with a default, an event of default or without notice or lapse an event creating rights of timeacceleration, or both) a default (or give rise to a right of termination, cancellation or acceleration of any obligation other additional rights, or loss of any material benefit) rights under, require a consent or waiver under, or result in the creation of a security interest, lien, claim, pledge, agreement, limitations in Acquisition LLC’s voting right, charge or other encumbrance of any nature on any of the properties or assets of Acquisition LLC pursuant to any of the terms, conditions or provisions of, any note, bond, mortgage, indenture, deed of trust, lease, license, contract, articlesagreement, articles supplementary license or other agreement, instrument or obligation to which Acquisition LLC Parent or Sub is a party or by which Acquisition LLC they or any of its properties their assets or assets may be property are bound, or (iii) conflict with or violate any permitstatute, concessionrule, franchise, license, judgmentregulation, injunction, decree, order, decreejudgment or ruling of any Governmental Entity to which Parent or Sub is subject, statute, law, ordinance, rule or regulation applicable to Acquisition LLC or (iv) result in the creation of any Liens upon any of its properties the assets or assetsproperty of Parent or Sub. (c) No consent, approval, license, permit, order or authorization of, or registration, declaration, notice declaration or filing with, any Governmental Entity Entity, is required by or with respect to Acquisition LLC Parent or any of its Subsidiaries in connection with the execution and delivery of this Agreement or the consummation of the transactions contemplated by this Agreementhereby, except for (i) the filing of the Acquisition LLC Articles Agreement of Merger and the Certificate of Merger with the Maryland Department Secretary of Assessments and Taxation and State of the Fund Articles State of Merger with California and the Florida Department Secretary of StateState of the State of Delaware, respectively, and (ii) the filing of the Registration Statement with the SEC in accordance with the Securities Actsuch consents, approvals, orders, authorizations, registrations, declarations and (iii) the compliance with any filings as may be required under applicable federal and state securities laws. (d) As of the date hereof and as of the Effective Time, the Members have adopted this Agreement and approved the Merger laws and the other transactions contemplated herebylaws of any foreign country. (e) There is no agreement or order binding upon Acquisition LLC or any of its assets or properties which has had or could reasonably be expected to have the effect of prohibiting or impairing any business practice of Acquisition LLC or the conduct of business by Acquisition LLC as currently conducted or as proposed to be conducted by Acquisition LLC. Acquisition LLC is not subject to any non-competition, non-solicitation or similar restriction on its business.

Authority; No Conflict; Required Filings and Consents. (a) Acquisition LLC Wilton has all requisite corporate power and authority to enter into this Agreement and, subject to the adoption approval of this Agreement by Acquisition LLC’s members (the “MembersWilton Voting Proposal”) under by Wilton’s shareholders (the MLLCA“Wilton Shareholder Approval”) and the consents and approvals set forth on Exhibit C hereto, to consummate the transactions contemplated by this Agreement. The execution and delivery of this Agreement and the other Transaction Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby by this Agreement by Acquisition LLC Wilton have been duly authorized by all necessary corporate action on the part of Acquisition LLCWilton, subject only to the adoption required receipt of this Agreement by the MembersWilton Shareholder Approval. This Agreement and each other Transaction Document to which it is a party has been duly executed and delivered by Acquisition LLC Wilton and constitutes the valid and binding obligation of Acquisition LLCWilton, enforceable against Wilton in accordance with its terms, except that subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles (the enforceability of this Agreement is subject only to the adoption of this Agreement by the Members“Bankruptcy and Equity Exception”). (b) The execution and delivery of this Agreement and each of the other Transaction Documents by Acquisition LLC does Wilton do not, and the consummation by Wilton of the transactions contemplated by this Agreement will hereby and thereby shall not, (i) conflict with, or result in any violation or breach of, any provision of the Articles Certificate of Organization, Operating Agreement Incorporation or other organizational document By-laws of Acquisition LLCWilton, (ii) conflict with, or result in any violation or breach of, or constitute (with or without notice or lapse of time, or both) a default (or give rise to a right of termination, cancellation or acceleration of any obligation or loss of any material benefit) under, require constitute a consent or waiver change in control under, or result in the creation imposition of a any mortgage, deed of trust, security interest, lien, claim, pledge, agreement, limitations in Acquisition LLC’s voting rightlien, charge or encumbrance, lease, license, encroachment, conditional sale agreement or other encumbrance title retention agreement, option, covenant, right of any nature way, easement, restriction or covenant (“Liens”) on any of the properties or assets of Acquisition LLC pursuant to Wilton under, any of the terms, conditions or provisions of, of any note, bond, mortgage, indenture, lease, license, contract, articles, articles supplementary contract or other agreement, instrument or obligation obligation, written or oral, to which Acquisition LLC Wilton is a party or by which Acquisition LLC any of them or any of its their properties or assets may be boundbound (a “Contract”), or (iii) subject to compliance with the requirements specified in clauses (i) and (ii) of Section 3.4(c), conflict with or violate any permit, concession, franchise, license, judgment, injunction, order, decree, statute, law, ordinance, rule or regulation applicable to Acquisition LLC Wilton or any of its properties or assets, except in the case of clause (ii) of this Section 3.4(b) for any such conflicts, violations, breaches, defaults, terminations, cancellations, accelerations, losses, penalties or Liens, and for any consents or waivers not obtained, that, individually or in the aggregate, are not reasonably likely to have a Wilton Material Adverse Effect or prevent or materially delay or impair the performance of this Agreement or any of the Transaction Documents to which it is a party or the consummation of the transactions contemplated hereby or thereby. (c) No consent, approval, license, permit, order or authorization of, or registration, declaration, notice or filing with, any international, national, federal, state, provincial or local governmental, regulatory or administrative authority, agency, commission, board, court, tribunal, arbitral body, self-regulated entity or similar body, whether domestic or foreign and specifically including, without limitation, the Connecticut Department of Banking and the Federal Deposit Insurance Corporation (“FDIC” and collectively with the Connecticut Department of Banking, a “Governmental Entity Entity”) is required by or with respect to Acquisition LLC Wilton in connection with the execution and delivery of this Agreement by Wilton or the consummation by Wilton of the transactions contemplated by this Agreement, except for (i) the filing of the Acquisition LLC Articles of Bank Merger Agreement with the Maryland Department of Assessments and Taxation and Secretary of the Fund Articles State of Merger with the Florida Department State of State, Connecticut; (ii) the filing filings required to be made and the approvals or non-objection status required to be obtained from the Connecticut Department of Banking and the Registration Statement with the SEC in accordance with the Securities Act, FDIC and (iii) the compliance with any state securities lawsexpiration of applicable waiting periods. (d) As of the date hereof and as of the Effective Time, the Members have adopted this Agreement and approved the Merger and the other transactions contemplated hereby. (e) There is no agreement or order binding upon Acquisition LLC or any of its assets or properties which has had or could reasonably be expected to have the effect of prohibiting or impairing any business practice of Acquisition LLC or the conduct of business by Acquisition LLC as currently conducted or as proposed to be conducted by Acquisition LLC. Acquisition LLC is not subject to any non-competition, non-solicitation or similar restriction on its business.