Common use of Authority; No Conflict Clause in Contracts

Authority; No Conflict. (a) This Agreement constitutes the legal, valid, and binding obligation of the Company and each of the Shareholders, enforceable against the Company and each of the Shareholders in accordance with its terms. The Company has the absolute and unrestricted right, power, authority, and capacity to execute and deliver this Agreement and to perform its obligations under this Agreement. Each of the Shareholders has all requisite legal capacity to execute and deliver this Agreement and his Employment Agreement, if applicable, and to perform his obligations thereunder. This Agreement and the Employment Agreement of each Shareholder, if applicable, when executed, will constitute the legal, valid, and binding obligations of such Shareholder enforceable against him in accordance with their respective terms. (b) Neither the execution and delivery of this Agreement or the Employment Agreements, nor the consummation or performance of any of the Contemplated Transactions will, directly or indirectly: (i) contravene, conflict with, or result in (with or without notice or lapse of time) a violation or breach of (A) any provision of the organizational documents of the Company, (B) any resolution adopted by the board of directors (or any Person or group of Persons exercising similar authority) or the Shareholders, (C) any Legal Requirement or any Order to which the Company, any Shareholder or any of the Assets may be subject, or give any Governmental Body or other Person the right (with or without notice or lapse of time) to challenge any of the Contemplated Transactions or to exercise any remedy or obtain any relief under any such Legal Requirement or Order; (D) any of the terms or requirements of, or give any Governmental Body the right (with or without notice or lapse of time) to revoke, withdraw, suspend, cancel, terminate, or modify, any Governmental Authorization that is held by the Company or that otherwise relates to the Company's business or any of the Assets, or (E) any provision of, or give any Person the right (with or without notice or lapse of time) to declare a default or exercise any remedy under, including the release of any asset or property of the Company held in escrow, or to accelerate the maturity or performance of, or to cancel, terminate, or modify, any Contract; (ii) cause Buyer or the Company to become subject to, or to become liable for the payment of, any tax or cause any of the Assets to be reassessed or revalued by any taxing authority or other Governmental body; (iii) result in (with or without notice or lapse of time) the imposition or creation of any Encumbrance upon or with respect to any of the Assets; or (iv) require any notice to or Consent from any Person.

Authority; No Conflict. (a) 6.2.1 This Agreement constitutes the legal, valid, and binding obligation of the Company and each of the ShareholdersAcquiror, enforceable against the Company and each of the Shareholders Acquiror in accordance with its terms. Upon the execution and delivery of this Agreement b this Agreement will constitute the legal, valid, and binding obligations of the Acquiror, enforceable against the Acquiror in accordance with their respective terms. The Company Acquiror has the absolute and unrestricted right, power, authority, and capacity to execute and deliver this Agreement and the Metaphor Closing Documents and to perform its obligations under this Agreement. Each of the Shareholders has all requisite legal capacity to execute and deliver this Agreement and his Employment Agreement, if applicable, and to perform his obligations thereunder. This Agreement and the Employment Metaphor Closing Documents. 6.2.2 This Agreement of each Shareholder, if applicable, when executed, will constitute constitutes the legal, valid, and binding obligations obligation of such Shareholder the Acquiror, enforceable against him the Acquiror in accordance with their respective its terms. (b) Neither 6.2.3 Except as set forth in the Metaphor Disclosure Schedule, neither the execution and delivery of this Agreement or the Employment Agreements, nor the consummation or performance of any of the Contemplated Transactions transactions contemplated by this Agreement will, directly or indirectly:indirectly (with or without notice or lapse of time): (ia) contravene, conflict with, or result in (with or without notice or lapse of time) a violation or breach of (A) any provision of the organizational documents Organizational Documents of the CompanyAcquiror, or (B) any resolution adopted by the board of directors (or any Person or group of Persons exercising similar authority) or the Shareholders, (C) any Legal Requirement or any Order to which the Company, any Shareholder or any stockholders of the Assets may be subjectAcquiror; (b) contravene, conflict with, or result in a violation of, or give any Governmental Body Authority or other Person the right (with or without notice or lapse of time) to challenge any of the Contemplated Transactions transactions contemplated by this Agreement or to exercise any remedy or obtain any relief under under, any such Legal Requirement or Order; (D) any of the terms or requirements oflegal requirement, Governmental Authorization, or give any Governmental Body Order to which the right (with or without notice or lapse of time) to revokeAcquiror, withdraw, suspend, cancel, terminate, or modify, any Governmental Authorization that is held by the Company or that otherwise relates to the Company's business or any of the Assetsassets owned or used by the Acquiror, may be subject; (c) cause the Acquiror to become subject to, or to become liable for the payment of, any Tax; (Ed) cause any of the assets owned by the Acquiror to be reassessed or revalued by any taxing authority or other Governmental Authority; (e) contravene, conflict with, or result in a violation or breach of any provision of, or give any Person the right (with or without notice or lapse of time) to declare a default or exercise any remedy under, including the release of any asset or property of the Company held in escrow, or to accelerate the maturity or performance of, or to cancel, terminate, or modify, any Contract;; or (ii) cause Buyer or the Company to become subject to, or to become liable for the payment of, any tax or cause any of the Assets to be reassessed or revalued by any taxing authority or other Governmental body; (iiif) result in (with or without notice or lapse of time) the imposition or creation of any Encumbrance upon or with respect to any of the Assets; orassets owned or used by the Acquiror. (iv) require 6.2.4 Except as set forth in the Metaphor Disclosure Schedule, the Acquiror is not or will not be required to give any notice to or Consent obtain any consent from any PersonPerson in connection with the execution and delivery of this Agreement or the consummation or performance of any of the transactions contemplated herein.

Authority; No Conflict. (a) This Agreement constitutes the legal, valid, and binding obligation of the Company and each of the ShareholdersSeller, enforceable against the Company and each of the Shareholders them, respectively, in accordance with its terms. The Company has Upon the absolute execution and unrestricted rightdelivery by each of the Sellers, poweras applicable, authority, and capacity of any documents to execute and deliver be executed at Closing pursuant to this Agreement and to perform its obligations under this Agreement. Each of (collectively, the Shareholders has all requisite legal capacity to execute and deliver this Agreement and his Employment Agreement"Closing Documents"), if applicable, and to perform his obligations thereunder. This Agreement and the Employment Agreement of each Shareholder, if applicable, when executed, will constitute the legal, valid, and binding obligations of such Shareholder enforceable against him in accordance with their respective terms.Closing Documents (b) Neither Except as set forth in Part 3.2 of the Disclosure Schedule, neither the execution and delivery by the Sellers of this Agreement or the Employment Agreements, nor the consummation or performance by the Sellers of any of the Contemplated Transactions will, directly or indirectly: (i) conflict with, violate or result in a breach of (A) any provision of the Organizational Documents of the Sellers; (B) to the Seller's knowledge, any Legal Requirement or any Order to which the Sellers or any of the Purchased Assets may be subject; (C) to the Seller's knowledge, any Governmental Authorization held by the Sellers or that otherwise relates to the Purchased Assets; or (D) any material Contract to which any of the Sellers is a party or by which any of the Sellers may be bound; or (ii) contravene, conflict with, or result in (with or without notice or lapse of time) a violation or breach of (A) any provision of the organizational documents of the Company, (B) any resolution adopted by the board of directors (or any Person or group of Persons exercising similar authority) or the Shareholders, (C) any Legal Requirement or any Order to which the Company, any Shareholder or any of the Assets may be subject, or give any Governmental Body or other Person the right (with or without notice or lapse of time) to challenge any of the Contemplated Transactions or to exercise any remedy or obtain any relief under any such Legal Requirement or Order; (D) any of the terms or requirements of, or give any Governmental Body the right (with or without notice or lapse of time) to revoke, withdraw, suspend, cancel, terminate, or modify, any Governmental Authorization that is held by the Company or that otherwise relates to the Company's business or any of the Assets, or (E) any provision of, or give any Person the right (with or without notice or lapse of time) to declare a default or exercise any remedy under, including the release of any asset or property of the Company held in escrow, or to accelerate the maturity or performance of, or to cancel, terminate, or modify, any Contract; (ii) cause Buyer interest or the Company to become subject to, rights of Sellers in or to become liable for the payment of, any tax Purchased Assets; or cause any of the Assets to be reassessed or revalued by any taxing authority or other Governmental body; (iii) result in (with or without notice or lapse of time) the imposition or creation of any Encumbrance upon or with respect to any of the Purchased Assets; or. (ivc) require Except as set forth in Part 3.2 of the Disclosure Schedule, none of the Sellers is or will be required to give any notice to or obtain any Consent from any PersonPerson in connection with the execution and delivery of this Agreement or the consummation or performance of any of the Contemplated Transactions.

Authority; No Conflict. (a) This Agreement constitutes the legal, valid, and binding obligation of the Company and each of the ShareholdersSeller Party, enforceable against the Company and each of the Shareholders such Seller Party in accordance with its terms. The Company Except as set forth in Schedule 3.2(a) hereto, each Seller Party has the absolute and unrestricted right, power, authority, and capacity to execute and deliver this Agreement and the Closing Documents to which it is a party and to perform its obligations under this Agreement. Each of the Shareholders has all requisite legal capacity to execute and deliver this Agreement and his Employment Agreement, if applicable, and to perform his obligations thereunder. This Agreement and the Employment Agreement of each Shareholder, if applicable, when executed, will constitute the legal, valid, and binding obligations of such Shareholder enforceable against him in accordance with their respective termsSeller's Closing Documents. (b) Neither Except as set forth in Schedule 3.2(b)-1 hereto, neither the execution and delivery of this Agreement or the Employment Agreements, nor the consummation or performance of any of the Contemplated Transactions by the applicable Seller Party will, directly or indirectly:indirectly (with or without notice or lapse of time): (i) contravene, conflict with, or result in (with or without notice or lapse of time) a violation or breach of (A) any provision of the organizational documents Organizational Documents of any of the Company, Companies or such Seller Party or (B) any resolution adopted by the board of directors (or any Person or group of Persons exercising similar authority) or the Shareholdersstockholders of such Seller Party; (ii) contravene, (C) any Legal Requirement conflict with, or any Order to which the Company, any Shareholder or any of the Assets may be subjectresult in a violation of, or give any Governmental Body or other Person the right (with or without notice or lapse of time) to challenge any of the Contemplated Transactions or to exercise any remedy or obtain any relief under under, any such Legal Requirement or Order; any Order to which any of the Companies or any of the assets owned or used by any of the Companies, may be subject, or to any Legal Requirement or Order to which the applicable Seller Party, or any of the assets owned or used by such Seller Party, may be subject; (Diii) contravene, conflict with, or result in a violation of any of the terms or requirements of, or give any Governmental Body the right (with or without notice or lapse of time) to revoke, withdraw, suspend, cancel, terminate, or modify, any Governmental Authorization that is held by any of the Company Companies or that otherwise relates to the Company's business Business of, or any of the Assetsassets owned or used by, any of the Companies; (iv) contravene, conflict with, or (E) result in a violation or breach of any provision of, or give any Person the right (with or without notice or lapse of time) to declare a default or exercise any remedy under, including the release of any asset or property of the Company held in escrow, or to accelerate the maturity or performance of, or to cancel, terminate, or modify, any Contract; (ii) cause Buyer Applicable Contract or the Company any Contract to become subject to, or to become liable for the payment of, any tax or cause which any of the Assets to be reassessed Companies or revalued by any taxing authority or other Governmental body;such Seller Party is a party and which would have a Material Adverse Effect; or (iiiv) result in (with or without notice or lapse of time) the imposition or creation of any Encumbrance upon or with respect to any of the Assets; or (iv) require assets owned or used by any of the Companies, except Permitted Encumbrances. Except as set forth Schedule 3.2(b)-2 hereof, no Seller Party nor any of the Companies is or will be required to give any notice to or obtain any Consent from any Person, including without limitation, any owner, lender or mortgage or other lien holder in connection with the execution, delivery or performance of this Agreement or the consummation or performance of any of the Contemplated Transactions and which would have a Material Adverse Effect if such Consent was not obtained. For purposes of this Section 3.2, the parties agree that the absence of consents respecting any of the real property leases listed in Schedule 3.6 or leases for office equipment presently used by the Companies in the Ordinary Course of Business, copies of all of which have been made available to Buyer, shall be deemed not to have a Material Adverse Effect.

Authority; No Conflict. (a1) This Agreement constitutes the legal, valid, and binding obligation of the Company and each of the ShareholdersSeller, enforceable against the Company and each of the Shareholders Seller in accordance with its terms. The Company Seller has the absolute and unrestricted right, power, authority, and capacity to execute and deliver this Agreement and to perform its obligations under this Agreement. Each of the Shareholders has all requisite legal capacity to execute and deliver this Agreement and his Employment Agreement, if applicable, and to perform his obligations thereunder. This Agreement and the Employment Agreement of each Shareholder, if applicable, when executed, will constitute the legal, valid, and binding obligations of such Shareholder enforceable against him in accordance with their respective terms. (b2) Neither Except as set forth in Part 3.2 of the Disclosure Letter, neither the execution and delivery of this Agreement or the Employment Agreements, nor the consummation or performance of any of the Contemplated Transactions will, directly or indirectly:indirectly (with or without notice or lapse of time): (i1) contravene, conflict with, or result in (with or without notice or lapse of time) a violation or breach of (A) any provision of the organizational documents Organizational Documents of the Company, or (B) any resolution adopted by the board of directors (or any Person or group of Persons exercising similar authority) or the Shareholders, (C) any Legal Requirement or any Order to which stockholder of the Company; (2) contravene, any Shareholder conflict with, or any of the Assets may be subjectresult in a violation of, or give any Governmental Body or other Person the right (with or without notice or lapse of time) to challenge any of the Contemplated Transactions or to exercise any remedy or obtain any relief under under, any such Legal Requirement or Order; any Order to which the Company, or any of the assets owned or used by the Company, may be subject; (D3) contravene, conflict with, or result in a violation of any of the terms or requirements of, or give any Governmental Body the right (with or without notice or lapse of time) to revoke, withdraw, suspend, cancel, terminate, or modify, any Governmental Authorization that is held by the Company or that otherwise relates to the Company's business of, or any of the Assetsassets owned or used by, or (E) any provision of, or give any Person the right (with or without notice or lapse of time) to declare a default or exercise any remedy under, including the release of any asset or property of the Company held in escrow, or to accelerate the maturity or performance of, or to cancel, terminate, or modify, any ContractCompany; (ii4) cause Buyer or the Company to become subject to, or to become liable for the payment of, any tax or Tax; (5) cause any of the Assets assets owned by the Company to be reassessed or revalued by any taxing authority or other Governmental bodyBody; (iii6) contravene, conflict with, or result in a violation or breach of any provision of, or give any Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate, or modify, any Applicable Contract; or (7) result in (with or without notice or lapse of time) the imposition or creation of any Encumbrance upon or with respect to any of the Assets; or (iv) require assets owned or used by the Company. Except as set forth in Part 3.2 of the Disclosure Letter, neither Seller nor the Company is or will be required to give any notice to or obtain any Consent from any PersonPerson in connection with the execution and delivery of this Agreement or the consummation or performance of any of the Contemplated Transactions. (3) Seller is acquiring the Buyer's Shares for their own account and not with a view to their distribution within the meaning of Section 2(11) of the Securities Act.

Authority; No Conflict. (a) This Agreement constitutes the legal, valid, and binding obligation of the Company and each of the ShareholdersSeller, enforceable against the Company and each of the Shareholders Seller in accordance with its terms. Upon the execution and delivery by each of the Seller of the Documents to which it is a party, such Documents will constitute the legal, valid, and binding obligations of the Seller, enforceable in accordance with their respective terms, except as may be limited by bankruptcy, moratorium and insolvency laws and other laws affecting the rights of creditors generally and except as may be limited by the availability of equitable remedies. The Company Seller has the absolute and unrestricted corporate right, power, authority, and capacity to execute and deliver this Agreement and the Documents to which it is a party and to perform its obligations under this Agreement. Each of the Shareholders has all requisite legal capacity to execute and deliver this Agreement and his Employment Agreement, if applicable, and to perform his obligations thereunder. This Agreement and the Employment Agreement of each Shareholder, if applicable, when executed, will constitute the legal, valid, and binding obligations of such Shareholder enforceable against him in accordance with their respective termsDocuments. (b) Neither the execution and delivery of this Agreement or any of the Employment AgreementsDocuments, nor the consummation or performance of any of the Contemplated Transactions will, directly or indirectly:indirectly (with or without notice or lapse of time): (i) contravene, conflict with, or result in (with or without notice or lapse of time) a material violation or breach of (A) any provision of the organizational documents Organizational Documents of the CompanySeller, or (B) any resolution adopted by the board of directors (or any Person or group of Persons exercising similar authority) or the Shareholders, (C) any Legal Requirement or any Order to which the Company, any Shareholder or any stockholders of the Assets may be subjectSeller; (ii) contravene, conflict with, or result in a material violation of, or give any Governmental Body or other Person the right (with or without notice or lapse of time) to challenge any of the Contemplated Transactions or to exercise any remedy or obtain any relief under under, any such Legal Requirement or Order; any Order to which the Company or any Company Subsidiary, or any of the assets owned or used by them may be subject; (Diii) contravene, conflict with, or result in a material violation of any of the terms or requirements of, or give any Governmental Body Authority the right (with or without notice or lapse of time) to revoke, withdraw, suspend, cancel, terminate, or modify, any Governmental Authorization that is held by the Company or any Company Subsidiary or that otherwise relates to the Company's business of, or any of the Assetsassets owned or used by the Company or any Company Subsidiary; (iv) except for the Taxes arising because of any of the elections made pursuant to Section 5.3, cause the Buyer, the Company or any Company Subsidiary to become subject to, or to become liable for the payment of, any Tax; (Ev) cause any of the assets owned by the Company or any Company Subsidiary to be reassessed or revalued by any Governmental Authority; (vi) except as set forth in Section 3.2(b)(vi) of the Seller’s Disclosure Letter, contravene, conflict with, or result in a material violation or material breach of any provision of, or give any Person the right (with or without notice or lapse of time) to declare a default or exercise any remedy under, including the release of any asset or property of the Company held in escrow, or to accelerate the maturity or performance of, or to cancel, terminate, or modify, any Material Contract;; or (ii) cause Buyer or the Company to become subject to, or to become liable for the payment of, any tax or cause any of the Assets to be reassessed or revalued by any taxing authority or other Governmental body; (iiivii) result in (with or without notice or lapse of time) the imposition or creation of any Encumbrance upon or with respect to any of the Assetsassets owned or used by the Company or any Company Subsidiary; orexcept for Encumbrances created by the Transaction Documents. (ivc) require Except as set forth in Section 3.2(c) of the Seller’s Disclosure Letter, the Seller will not be required to give any notice to to, or obtain any Consent from from, any PersonPerson in connection with the execution and delivery of this Agreement or any of the Documents or the consummation or performance of any of the Contemplated Transactions.

Authority; No Conflict. (a) This Agreement constitutes the legal, valid, valid and binding obligation of the Company and each of the ShareholdersCAC, enforceable against the Company and each of the Shareholders it in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and other laws affecting creditors’ rights generally and general principles of equity. The Company CAC has the absolute full power and unrestricted right, power, authority, and capacity authority to execute and deliver this Agreement and to perform its obligations under this Agreementhereunder. Each The execution and delivery by CAC of the Shareholders has all requisite legal capacity to execute and deliver this Agreement and his Employment any related agreements to which it is a party and the consummation by it of the Contemplated Transactions and any transactions contemplated by such related agreements (to the extent applicable to it) have been duly authorized and approved and no other action with respect to CAC is necessary in order to authorize this Agreement, if applicable, and to perform his obligations thereunder. This Agreement and such related agreements or the Employment Agreement of each Shareholder, if applicable, when executed, will constitute the legal, valid, and binding obligations of such Shareholder enforceable against him in accordance with their respective termsContemplated Transactions. (b) Neither Except as set forth in Part 3.2 of the Disclosure Letter, neither the execution and delivery of this Agreement or the Employment Agreements, nor the consummation or performance of any of the Contemplated Transactions will, directly or indirectly: (i) contravene, conflict with, or result in indirectly (with or without notice or lapse of time): (i) contravene, conflict with or result in a violation or breach of (A) any provision of the organizational documents Organizational Documents of any of the CompanyCompanies, or (B) any resolution adopted by the board of directors (or any Person or group of Persons exercising similar authority) directors, the stockholders or the Shareholdersmembers, (C) any Legal Requirement or any Order to which the Companyas applicable, any Shareholder or of any of the Assets may be subjectCompanies; (ii) contravene, conflict with or result in a violation of, or give any Governmental Body or other Person the right (with or without notice or lapse of time) to challenge any of the Contemplated Transactions or to exercise any remedy or obtain any relief under under, any such Legal Requirement or Order; any Order to which any of the Companies, or any of the assets owned or used by any of them, may be subject; (Diii) contravene, conflict with or result in a violation of any of the terms or requirements of, or give any Governmental Body the right (with or without notice or lapse of time) to revoke, withdraw, suspend, cancel, terminate, terminate or modify, any Governmental Authorization that is held by any of the Company Companies or that otherwise relates to the Company's business of, or any of the Assetsassets owned or used by any of the Companies; (iv) contravene, conflict with or (E) result in a violation or breach of any provision of, or give any Person the right (with or without notice or lapse of time) to declare a default or exercise any remedy under, including the release of any asset or property of the Company held in escrow, or to accelerate the maturity or performance of, or to cancel, terminate, terminate or modify, any Contract;material Applicable Contract of the Companies; or (ii) cause Buyer or the Company to become subject to, or to become liable for the payment of, any tax or cause any of the Assets to be reassessed or revalued by any taxing authority or other Governmental body; (iiiv) result in (with or without notice or lapse of time) the imposition or creation of any Encumbrance (other than Permitted Encumbrances) upon or with respect to any of the Assets; or (iv) require assets owned or used by any of the Companies. Except as set forth in Part 3.2 of the Disclosure Letter, none of the Companies is, or will be, required to give any notice to or obtain any Consent from any PersonPerson in connection with the execution and delivery of this Agreement or the consummation or performance of any of the Contemplated Transactions.

Authority; No Conflict. (a) This Agreement has been duly authorized, executed and delivered by Seller and the Company and constitutes the legal, valid, and binding obligation of Seller and the Company and each of the ShareholdersCompany, enforceable against Seller and the Company and each of the Shareholders in accordance with its terms, subject to (i) bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally; and (ii) general principles of equity. The Each of Seller and the Company has the absolute and unrestricted right, power, authority, and capacity to execute and deliver this Agreement and the Related Agreements to which it is a party and to perform its obligations under this Agreement. Each of the Shareholders has all requisite legal capacity to execute and deliver this Agreement and his Employment Agreement, if applicable, and to perform his obligations thereunder. This Agreement and the Employment Agreement of each Shareholder, if applicable, when executed, will constitute the legal, valid, and binding obligations of such Shareholder enforceable against him in accordance with their respective termsRelated Agreements to which it is a party. (b) Neither Except as set forth in Schedule 3.2(b), neither the execution and delivery of this Agreement or the Employment Agreements, nor the consummation or performance of any of the Contemplated Transactions will, directly or indirectly:indirectly (with or without notice or lapse of time): (i) contravene, conflict with, or result in (with or without notice or lapse of time) a violation or breach of (A) any provision of the organizational documents Organizational Documents of the CompanyCompany or Seller, or (B) any resolution adopted by the board of directors (or any Person or group of Persons exercising similar authority) or the Shareholders, (Cshareholder(s) any Legal Requirement or any Order to which the Company, any Shareholder or any of the Assets may be subjectCompany or Seller; (ii) contravene, conflict with, or result in a violation of, or give any Governmental Body Authority or other Person the right (with or without notice or lapse of time) to challenge any of the Contemplated Transactions or to exercise any remedy or obtain any relief under under, any such Legal Requirement or Order; any Order to which the Company or Seller, or any of the business, properties and assets operated, owned or used by the Company or Seller, may be subject; (Diii) contravene, conflict with, or result in a violation of any of the terms or requirements of, or give any Governmental Body Authority the right (with or without notice or lapse of time) to revoke, withdraw, suspend, cancel, terminate, or modify, any Governmental Authorization permit or governmental authorization that is held by the Company or Seller or that otherwise relates to the Company's business of, or any of the Assetsassets owned or used by, or (E) any provision of, or give any Person the right (with or without notice or lapse of time) to declare a default or exercise any remedy under, including the release of any asset or property of the Company held in escrow, or to accelerate the maturity or performance of, or to cancel, terminate, or modify, any ContractSeller; (iiiv) cause Buyer or the Company to become subject to, or to become liable for the payment of, any tax or cause any of the Assets to be reassessed or revalued by any taxing authority or other Governmental bodyTax; (iiiv) contravene, conflict with, or result in a violation or breach of any provision of, or give any Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate, or modify, any Contract related to the Company or its Business; or (vi) result in (with or without notice or lapse of time) the imposition or creation of any Encumbrance upon or with respect to the Shares or any of the Assets; or (iv) require assets owned or used by the Company. Except as set forth in Schedule 3.2(b), neither Seller nor the Company is or will be required to give any notice to or obtain any Consent from any PersonPerson in connection with the execution and delivery of this Agreement or the consummation or performance of any of the Contemplated Transactions. Schedule 3.2(b) contains a complete and accurate list of all consents and notices needed in connection with this Agreement, the Related Agreements and the transactions contemplated herein and in the Related Agreements. The consents set forth in Schedule 3.2(b) have been obtained on or prior to the date hereof.

Authority; No Conflict. (a) This Agreement has been duly and validly executed by the Company, and this Agreement (assuming due authorization, execution and delivery by the other parties hereto) constitutes the legal, valid, valid and binding obligation of the Company and each of the ShareholdersCompany, enforceable against the Company and each of the Shareholders in accordance with its terms, except as enforceability is limited by the Enforceability Exceptions. Upon the delivery (and execution, if applicable) by the Company of each of the Seller Closing Documents, each of the Seller Closing Documents to which the Company is a party (assuming due authorization, execution and delivery by the other party or parties thereto, if applicable) will constitute the legal, valid and binding obligation of the Company, enforceable against the Company in accordance with their respective terms, except as enforceability is limited by the Enforceability Exceptions. The Company has the absolute and unrestricted right, power, authority, power and capacity authority to execute and deliver this Agreement and the Seller Closing Documents to which it is a party and to perform its obligations under this Agreement. Each of the Shareholders has all requisite legal capacity to execute and deliver this Agreement and his Employment Agreement, if applicable, and to perform his obligations thereunder. This Agreement and the Employment Agreement of each Shareholder, if applicable, when executed, will constitute the legal, validSeller Closing Documents to which it is a party, and binding obligations of such Shareholder enforceable against him in accordance with their respective termsactions have been duly authorized by all necessary partnership, company or other governing action by the Company. (b) Neither Except as set forth on Schedule 4.2(b) to the Seller Disclosure Letter, neither the execution and delivery of this Agreement or any of the Employment Agreements, other Transaction Documents by the Company nor the consummation or performance of any of the Contemplated Transactions the Company will, directly or indirectly: (i) contravene, conflict with, or result in indirectly (with or without notice or lapse of timetime or both), (i) contravene, conflict with or result in a violation or breach of (A) any provision of any of the organizational documents Constitutive Documents or Governance Documents of the Company, (Bii) any resolution adopted by the board contravene, conflict with or result in a violation or breach of directors (or any Person or group of Persons exercising similar authority) or the Shareholders, (C) any Legal Requirement or any Order to which the Company, any Shareholder or any of the Assets may be Company is subject, or give any Governmental Body or other Person the right (iii) contravene, conflict with or without notice result in a violation or lapse of time) to challenge any of the Contemplated Transactions or to exercise any remedy or obtain any relief under any such Legal Requirement or Order; (D) any of the terms or requirements breach of, or give any Governmental Body the right (with or without notice or lapse of time) to revoke, withdraw, suspend, cancel, terminate, or modify, any Governmental Authorization that is held by the Company or that otherwise relates to the Company's business or any of the Assets, or (E) any provision ofconstitute a default under, or give any Person the right (with or without notice or lapse of time) to declare a default or exercise any remedy under, including the release of any asset or property of the Company held in escrow, or to accelerate the maturity or performance ofof or payment under, or to cancel, terminate, or modify, modify any Material Company Contract; (ii) cause Buyer or the Company to become subject to, or to become liable for (iv) result in the payment of, creation or imposition of any tax or cause Encumbrance upon any of the Assets to be reassessed or revalued by any taxing authority or of the Company (other Governmental body;than Permitted Encumbrances). (iiic) result in (with or without notice or lapse of timeExcept as set forth on Schedule 4.2(c) to the imposition or creation of any Encumbrance upon or with respect Seller Disclosure Letter, the Company is not and will not be required to any of the Assets; or (iv) require give any notice to or obtain any Consent from any PersonPerson in connection with the execution and delivery of this Agreement or any of the other Transaction Documents, or the consummation or performance of the Transactions. The Company has not taken any action, agreed to take any action and, to the Knowledge of the Company, there are no facts or circumstances that could materially impede or delay receipt of any Consents from any Person in connection with the execution and delivery of this Agreement or any of the other Transaction Documents, or the consummation or performance of the Transactions.

Authority; No Conflict. (a) This Agreement constitutes the legal, valid, and binding obligation of the Company and each of the ShareholdersCompany, enforceable against the Company and each of the Shareholders in accordance with its terms, except that enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors' rights generally and by general principles of equity. The Company has the absolute all necessary corporate power and unrestricted right, power, authority, and capacity authority to execute and deliver this Agreement and to perform its obligations under this Agreement. Each of the Shareholders has all requisite legal capacity to execute and deliver this Agreement and his Employment Agreement, if applicable, and to perform his obligations thereunder. This Agreement and the Employment Agreement of each Shareholder, if applicable, when executed, will constitute the legal, valid, and binding obligations of such Shareholder enforceable against him in accordance with their respective terms. (b) Neither Except as set forth in Section 3.2 of the Company's Schedule, neither the execution and delivery of this Agreement or the Employment Agreements, nor the consummation or performance of any of the Contemplated Transactions will, directly or indirectly: (i) contravene, conflict with, or result in indirectly (with or without notice or lapse of time): (i) materially contravene, conflict with, or result in a violation or breach of (A) any provision of the organizational documents Organizational Documents of the CompanyAcquired Companies, or (B) any resolution adopted by the board of directors (or any Person or group of Persons exercising similar authority) or the Shareholdersstockholders of any Acquired Company; (ii) materially contravene or conflict in any material respect with, (C) any Legal Requirement or any Order to which the Company, any Shareholder or any of the Assets may be subjectresult in a material violation of, or give any Governmental Body or other Person the right (with or without notice or lapse of time) to challenge any of the Contemplated Transactions or to exercise any remedy or obtain any relief under under, any such Legal Requirement or Order; any Order to which any Acquired Company, or any of the assets owned or used by any Acquired Company, may be subject; (Diii) materially contravene or conflict in any material respect with, or result in a material violation of any of the terms or requirements of, or give any Governmental Body the right (with or without notice or lapse of time) to revoke, withdraw, suspend, cancel, terminate, or modify, any Governmental Authorization that is held by the any Acquired Company or that otherwise relates to the Company's business of, or any of the Assetsassets owned or used by, any Acquired Company; (iv) materially contravene, materially conflict with, or (E) result in a material violation or material breach of any provision of, or give any Person the right (with or without notice or lapse of time) to declare a default or exercise any remedy under, including the release of any asset or property of the Company held in escrow, or to accelerate the maturity or performance of, or to cancel, terminate, or modify, any Applicable Contract;, except where the effect thereof would not, individually or in the aggregate, have a material adverse effect on the business, financial condition or results of operations of the Company; or (ii) cause Buyer or the Company to become subject to, or to become liable for the payment of, any tax or cause any of the Assets to be reassessed or revalued by any taxing authority or other Governmental body; (iiiv) result in (with or without notice or lapse of time) the imposition or creation of any Encumbrance upon or with respect to any of the Assets; or (iv) require assets owned or used by any Acquired Company. Except as set forth in Section 3.2 of the Company's Schedule, no Acquired Company is or will be required to give any notice to or obtain any Consent from any PersonPerson in connection with the execution and delivery of this Agreement or the consummation or performance of any of the Contemplated Transactions.

Authority; No Conflict. (a) This Agreement constitutes the legal, valid, and binding obligation of the Company and each of the Shareholders, enforceable against the Company and each of the Shareholders in accordance with its terms. The Company Xxxxxx has the absolute and unrestricted right, power, authority, and capacity to execute and deliver this Agreement the Operative Agreements to which it is a party and to perform its obligations under this Agreementthe Operative Agreements to which it is a party. Each of the Shareholders has all requisite legal capacity The Operative Agreements to execute and deliver this Agreement and his Employment Agreement, if applicable, and to perform his obligations thereunder. This Agreement and the Employment Agreement of each Shareholder, if applicable, when executed, will which it is a party constitute the legal, valid, and binding obligations of such Shareholder Xxxxxx, enforceable against him Xxxxxx in accordance with their respective terms, except as limited by (i) bankruptcy, insolvency, reorganization, moratorium and other similar laws of general application affecting the rights and remedies of creditors and (ii) general principles of equity (regardless of whether such enforcement is considered in a proceeding in equity or at law). (b) Except as set forth in Schedule 5.2(b) of the Disclosure Schedules, Xxxxxx is not and will not be required to give any notice to or obtain any Consent from any Person in connection with the execution and delivery of the Operative Agreements to which it is a party or the consummation or performance of any of the Contemplated Transactions. (c) Neither the execution and delivery of this Agreement or the Employment Agreements, Operative Agreements to which it is a party nor the consummation or performance of any of the Contemplated Transactions will, directly or indirectly:indirectly (with or without notice or lapse of time): (i) contravene, conflict with, or result in (with or without notice or lapse of time) a violation or breach of (A) any provision of the organizational documents any governing document of the CompanyXxxxxx, or (B) any resolution adopted by the board governing body or security holders of directors Xxxxxx; (ii) contravene, conflict with, or any Person or group of Persons exercising similar authority) or the Shareholders, (C) any Legal Requirement or any Order to which the Company, any Shareholder or any of the Assets may be subjectresult in a violation of, or give any Governmental Body or other Person the right (with or without notice or lapse of time) to challenge challenge, any of the Contemplated Transactions or to exercise any remedy or obtain any relief under any such Legal Requirement or Order; (D) any of the terms or requirements ofOrder to which Xxxxxx, or give any Governmental Body the right (with or without notice or lapse of time) to revoke, withdraw, suspend, cancel, terminate, or modify, any Governmental Authorization that is held by the Company or that otherwise relates to the Company's business or any of the Assetsits assets, may be subject, other than such contraventions, conflicts or (E) any provision of, or give any Person the right (with or without notice or lapse of time) to declare violations as would occur solely as a default or exercise any remedy under, including the release of any asset or property result of the Company held in escrow, or to accelerate the maturity or performance of, or to cancel, terminate, or modify, any Contract; (ii) cause Buyer identity or the Company to become subject to, legal or to become liable for the payment of, any tax regulatory status of GTEI or cause any of its affiliates (determined without regard to GTEI’s ownership of the Assets to be reassessed or revalued by any taxing authority or other Governmental body;Argosy Interests); or (iii) result in (with or without notice or lapse of time) the imposition or creation of any Encumbrance a Lien upon or with respect to any the Argosy Interests sold hereunder by Xxxxxx or the assets of the Assets; or (iv) require any notice to or Consent from any PersonArgosy.

Authority; No Conflict. (a) This Agreement constitutes the legal, valid, and binding obligation of the Company and each of the ShareholdersSellers, enforceable against the Company and each of the Shareholders Sellers in accordance with its terms. The Company has Sellers' Release will constitute the legal, valid, and binding obligations of Sellers, enforceable against Sellers in accordance with their respective terms. Sellers have the absolute and unrestricted right, power, authority, and capacity to execute and deliver this Agreement and the Sellers' Release and to perform its their obligations under this Agreement. Each of the Shareholders has all requisite legal capacity to execute and deliver this Agreement and his Employment Agreement, if applicable, and to perform his obligations thereunder. This Agreement and the Employment Agreement of each Shareholder, if applicable, when executed, will constitute the legal, valid, and binding obligations of such Shareholder enforceable against him in accordance with their respective termsSellers' Release. (b) Neither Except as set forth in Part 3.2 of the Disclosure Letter, neither the execution and delivery of this Agreement or the Employment Agreements, nor the consummation or performance of any of the Contemplated Transactions will, directly or indirectly:indirectly (with or without notice or lapse of time): (i) contravene, conflict with, or result in (with or without notice or lapse of time) a violation or breach of (A) any provision of the organizational documents Organizational Documents of the Company, or (B) any resolution adopted by the board of directors (or any Person or group of Persons exercising similar authority) or the Shareholders, (C) any Legal Requirement or any Order to which stockholders of the Company; (ii) contravene, any Shareholder conflict with, or any of the Assets may be subjectresult in a violation of, or give any Governmental Body or other Person the right (with or without notice or lapse of time) to challenge any of the Contemplated Transactions or to exercise any remedy or obtain any relief under under, any such Legal Requirement or Order; any Order to which the Company or any Seller, or any of the assets owned or used by the Company, may be subject; (Diii) contravene, conflict with, or result in a violation of any of the terms or requirements of, or give any Governmental Body the right (with or without notice or lapse of time) to revoke, withdraw, suspend, cancel, terminate, or modify, any Governmental Authorization that is held by the Company or that otherwise relates to the Company's business of, or any of the Assetsassets owned or used by, or (E) any provision of, or give any Person the right (with or without notice or lapse of time) to declare a default or exercise any remedy under, including the release of any asset or property of the Company held in escrow, or to accelerate the maturity or performance of, or to cancel, terminate, or modify, any ContractCompany; (iiiv) cause Buyer or the Company to become subject to, or to become liable for the payment of, any tax or Tax; (v) cause any of the Assets assets owned by the Company to be reassessed or revalued by any taxing authority or other Governmental bodyBody; (iiivi) contravene, conflict with, or result in a violation or breach of any provision of, or give any Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate, or modify, any Applicable Contract; or (vii) result in (with or without notice or lapse of time) the imposition or creation of any Encumbrance upon or with respect to any of the Assets; or (iv) require assets owned or used by the Company. Except as set forth in Part 3.2 of the Disclosure Letter, no Seller nor the Company is or will be required to give any notice to or obtain any Consent from any PersonPerson in connection with the execution and delivery of this Agreement or the consummation or performance of any of the Contemplated Transactions. (c) Sellers are acquiring the Promissory Notes for their own account and not with a view to their distribution within the meaning of Section 2(11) of the Securities Act.

Authority; No Conflict. (a) This The Agreement constitutes the legal, valid and binding obligation of the Company and the Sellers, enforceable against the Company and Sellers in accordance with its terms, and upon the execution and delivery by Sellers of the Employment Agreements, the Sellers' Releases, the Earnout Agreement, the Promissory Note and the Noncompetition Agreements to which each such Seller is a party (collectively, the "Sellers' Closing Documents"), Sellers' Closing Documents will constitute the legal, valid, and binding obligation obligations of each Seller party thereto and the Company and each of the ShareholdersCompany, enforceable against such Seller and/or the Company and each of the Shareholders in accordance with its their respective terms. The Sellers and the Company has have the absolute and unrestricted right, power, authority, and capacity to execute and deliver this Agreement and the Sellers' Closing Documents to which it is party and to perform its their obligations under this Agreement. Each of the Shareholders has all requisite legal capacity to execute and deliver this Agreement and his Employment Agreement, if applicable, and to perform his obligations thereunder. This Agreement and the Employment Agreement of each Shareholder, if applicable, when executed, will constitute the legal, valid, and binding obligations of such Shareholder enforceable against him in accordance with their respective termsSellers' Closing Documents. (b) Neither Except as set forth in Part 3.2 of the Disclosure Letter, neither the execution and delivery of this Agreement or the Employment Agreements, nor the consummation or performance of any of the Contemplated Transactions will, directly or indirectly:indirectly (with or without notice or lapse of time): (i) contravene, conflict with, or result in (with or without notice or lapse of time) a violation or breach of (A) any provision of the organizational documents Organizational Documents of the CompanyCompany or the Trust Agreement, or (B) any resolution adopted by the board of directors (or any Person or group of Persons exercising similar authority) or the Shareholders, (C) any Legal Requirement or any Order to which stockholders of the Company; (ii) in any material respect, any Shareholder contravene, conflict with, or any of the Assets may be subjectresult in a violation of, or give any Governmental Body or other Person the right (with or without notice or lapse of time) to challenge any of the Contemplated Transactions or to exercise any remedy or obtain any relief under under, any such Legal Requirement or Order; any Order to which the Company or any Seller, or any of the assets owned or used by the Company, may be subject; (Diii) in any material respect, contravene, conflict with, or result in a violation of any of the terms or requirements of, or give any Governmental Body the right (with or without notice or lapse of time) to revoke, withdraw, suspend, cancel, terminate, or modify, any Governmental Authorization that is held by the Company or that otherwise relates to the Company's business of, or any of the Assetsassets owned or used by, or (E) any provision of, or give any Person the right (with or without notice or lapse of time) to declare a default or exercise any remedy under, including the release of any asset or property of the Company held in escrow, or to accelerate the maturity or performance of, or to cancel, terminate, or modify, any ContractCompany; (iiiv) cause Buyer or the Company to become subject to, or to become liable for the payment of, any tax Tax except as the Company or Buyer would otherwise be subject to in the Ordinary Course of Business; (v) in any material respect, cause any of the Assets assets owned the Company to be reassessed or revalued by any taxing authority or other Governmental bodyBody; (iiivi) in any material respect, contravene, conflict with, or result in a violation or breach of any provision of, or give any Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate, or modify, any Applicable Contract; or (with or without notice or lapse of timevii) in any material respect, result in the imposition or creation of any Encumbrance upon or with respect to any of the Assets; or (iv) require assets owned or used by the Company. Except as set forth in Part 3.2 of the Disclosure Letter, no Seller nor the Company is or will be required to give any notice to or Consent obtain any consent from any PersonPerson in connection with the execution and delivery of this Agreement or the consummation or performance of any of the Contemplated Transactions.

Authority; No Conflict. (a) This Agreement constitutes the legal, valid, and binding obligation of the Company and each of the ShareholdersSeller, enforceable against the Company and each of the Shareholders Seller in accordance with its terms. The Company Upon the execution and delivery by Seller of the Employment Agreement, the Seller's Release, Non-Competition Agreement, Security Agreement, the Subordination Agreement and the Shareholder Agreement (collectively, the "Seller's Closing Documents"), the Seller's Closing Documents will constitute the legal, valid, and binding obligations of Seller, enforceable against Seller in accordance with their respective terms. Seller has the absolute and unrestricted right, power, authority, and capacity to execute and deliver this Agreement and the Seller's Closing Documents and to perform its obligations under this Agreement. Each of the Shareholders has all requisite legal capacity to execute and deliver this Agreement and his Employment Agreement, if applicable, and to perform his obligations thereunder. This Agreement and the Employment Agreement Seller's Closing Documents. Except as set forth in Part 3.2 of each Shareholderthe Disclosure Letter, if applicable, when executed, will constitute the legal, valid, and binding obligations of such Shareholder enforceable against him in accordance with their respective terms. (b) Neither neither the execution and delivery of this Agreement or the Employment Agreements, nor the consummation or performance of any of the Contemplated Transactions will, directly or indirectly:indirectly (with or without notice or lapse of time): (i) contravene, conflict with, or result in (with or without notice or lapse of time) a violation or breach of (A) any provision of the organizational documents Organizational Documents of the Company, or (B) any resolution adopted by the board of directors (or any Person or group of Persons exercising similar authority) or the Shareholders, (C) any Legal Requirement or any Order to which stockholders of the Company; (ii) contravene, any Shareholder conflict with, or any of the Assets may be subjectresult in a violation of, or give any Governmental Body or other Person the right (with or without notice or lapse of time) to challenge any of the Contemplated Transactions or to exercise any remedy or obtain any relief under under, any such Legal Requirement or Order; any Order to which the Company or Seller, or any of the assets owned or used by the Company, may be subject; (Diii) contravene, conflict with, or result in a violation of any of the terms or requirements of, or give any Governmental Body the right (with or without notice or lapse of time) to revoke, withdraw, suspend, cancel, terminate, or modify, any Governmental Authorization that is held by the Company or that otherwise relates to the Company's business of, or any of the Assetsassets owned or used by the Company; (iv) cause the Company to become subject to, or to become liable for the payment of, any Tax; (Ev) cause any of the assets owned by the Company to be reassessed or revalued by any taxing authority or other Governmental Body; (vi) contravene, conflict with, or result in a violation or breach of any provision of, or give any Person the right (with or without notice or lapse of time) to declare a default or exercise any remedy under, including the release of any asset or property of the Company held in escrow, or to accelerate the maturity or performance of, or to cancel, terminate, or modify, any Applicable Contract;; or (ii) cause Buyer or the Company to become subject to, or to become liable for the payment of, any tax or cause any of the Assets to be reassessed or revalued by any taxing authority or other Governmental body; (iiivii) result in (with or without notice or lapse of time) the imposition or creation of any Encumbrance upon or with respect to any of the Assets; or (iv) require assets owned or used by the Company. Except as set forth in Part 3.2 of the Disclosure Letter, neither the Seller or the Company is or will be required to give any notice to or obtain any Consent from any PersonPerson in connection with the execution and delivery of this Agreement or the consummation or performance of any of the Contemplated Transactions.

Authority; No Conflict. (a) This Agreement constitutes the legal, valid, and binding obligation of the Company Seller and each of the ShareholdersCDT, enforceable against the Company Seller and each of the Shareholders CDT in accordance with its terms. The Company has Seller and CDT have the absolute and unrestricted right, power, authority, and capacity to execute and deliver this Agreement and to perform its their obligations under this Agreement. Each of the Shareholders has all requisite legal capacity to execute and deliver this Agreement and his Employment Agreement, if applicable, and to perform his obligations thereunder. This Agreement and the Employment Agreement of each Shareholder, if applicable, when executed, will constitute the legal, valid, and binding obligations of such Shareholder enforceable against him in accordance with their respective termshereunder. (b) Neither the execution and delivery of this Agreement or the Employment Agreements, nor the consummation or performance of any of the Contemplated Transactions transactions contemplated hereby will, directly or indirectly:indirectly (with or without notice or lapse of time): (i) contravene, conflict with, or result in (with or without notice or lapse of time) a violation or breach of (A) any provision of the organizational documents Organizational Documents of the CompanyCDT, or (B) any resolution adopted by the board of directors (or any Person or group of Persons exercising similar authority) or the Shareholdersstockholders of either CDT or the Seller; (ii) contravene, (C) any Legal Requirement conflict with, or any Order to which the Company, any Shareholder or any of the Assets may be subjectresult in a violation of, or give any Governmental Body or other Person the right (with or without notice or lapse of time) to challenge any of the Contemplated Transactions or to exercise any remedy or obtain any relief under under, any such Legal Requirement or Order; any Order to which CDT or Seller, or any of the assets owned or used by CDT, may be subject; (Diii) contravene, conflict with, or result in a violation of any of the terms or requirements of, or give any Governmental Body the right (with or without notice or lapse of time) to revoke, withdraw, suspend, cancel, terminate, or modify, any Governmental Authorization that is held by the Company CDT or that otherwise relates to the Company's business of, or any of the Assetsassets owned or used by, CDT; (iv) cause Buyer or CDT to become subject to, or to become liable for the payment of, any Tax; (Ev) cause any of the assets owned by CDT to be reassessed or revalued by any taxing authority or other Governmental Body; (vi) contravene, conflict with, or result in a violation or breach of any provision of, or give any Person the right (with or without notice or lapse of time) to declare a default or exercise any remedy under, including the release of any asset or property of the Company held in escrow, or to accelerate the maturity or performance of, or to cancel, terminate, or modify, any Applicable Contract;; or (ii) cause Buyer or the Company to become subject to, or to become liable for the payment of, any tax or cause any of the Assets to be reassessed or revalued by any taxing authority or other Governmental body; (iiivii) result in (with or without notice or lapse of time) the imposition or creation of any Encumbrance upon or with respect to any of the Assets; or (iv) require assets owned or used by CDT. Neither Seller nor CDT is or will be required to give any notice to or obtain any Consent from any PersonPerson in connection with the execution and delivery of this Agreement or the consummation or performance of any of the transactions contemplated hereby.

Authority; No Conflict. (a) This Agreement constitutes the legal, valid, and binding obligation of Sellers and the Company and each of the ShareholdersFCS Companies, enforceable against Sellers and the Company and each of the Shareholders FCS Companies in accordance with its terms. The Company has Upon the execution and delivery by applicable Sellers of the Employment Agreements, (collectively, the "Sellers' Closing Documents") to which each is a party, the Sellers' Closing Documents will constitute the legal, valid, and binding obligations of Sellers, enforceable against Sellers in accordance with their respective terms. Sellers and the FCS Companies have the absolute and unrestricted right, power, authority, and capacity to execute and deliver this Agreement and the Sellers' Closing Documents and to perform its their respective obligations under this Agreement. Each of the Shareholders has all requisite legal capacity to execute and deliver this Agreement and his Employment Agreement, if applicable, and to perform his obligations thereunder. This Agreement and the Employment Agreement of each Shareholder, if applicable, when executed, will constitute the legal, valid, and binding obligations of such Shareholder enforceable against him in accordance with their respective termsSellers' Closing Documents. (b) Neither Except as set forth in Exhibit 3.2(b)-1 hereto, neither the execution and delivery of this Agreement or the Employment Agreements, nor the consummation or performance of any of the Contemplated Transactions will, directly or indirectly:indirectly (with or without notice or lapse of time): (i) contravene, conflict with, or result in (with or without notice or lapse of time) a violation or breach of (A) any provision of the organizational documents Organizational Documents of the Company, FCS Companies or (B) any resolution adopted by the board of directors (or any Person or group of Persons exercising similar authority) or the Shareholdersstockholders of the FCS Companies currently in effect; (ii) contravene, (C) conflict with, or result in a violation of, any Legal Requirement or any Order to which any of the CompanyFCS Companies or Sellers, any Shareholder or any of the Assets assets owned or used by any of the FCS Companies or Sellers, may be subject; (iii) contravene, conflict with, or give any Governmental Body or other Person the right (with or without notice or lapse result in a violation of time) to challenge any of the Contemplated Transactions or to exercise any remedy or obtain any relief under any such Legal Requirement or Order; (D) any of the terms or requirements of, or give any Governmental Body the right (with or without notice or lapse of time) to revoke, withdraw, suspend, cancel, terminate, or modify, any Governmental Authorization that is held by the Company FCS Companies or that otherwise relates to the Company's business of, or any of the Assetsassets owned or used by, the FCS Companies; (iv) contravene, conflict with, or (E) result in a violation or breach of any provision of, or give any Person the right (with or without notice or lapse of time) to declare a default or exercise any remedy under, including the release of any asset or property of the Company held in escrow, or to accelerate the maturity or performance of, or to cancel, terminate, or modify, any Contract; Applicable Contract or any Contract (iiincluding without limitation any loan documents) cause Buyer or the Company to become subject to, or to become liable for the payment of, any tax or cause which any of the Assets FCS Companies or any Seller is a party or, to be reassessed or revalued by any taxing authority or other Governmental body; (iii) result in (with or without notice or lapse the Knowledge of time) the imposition or creation of any Encumbrance upon or with respect to any of the AssetsSellers, to which any of their property is subject; or (iv) require any notice to or Consent from any Person.

Authority; No Conflict. (a) This Agreement constitutes the legal, valid, and binding obligation of the Company and each of the ShareholdersSeller, enforceable against the Company and each of the Shareholders Seller in accordance with its terms. The Company Upon its execution and delivery by Seller at the Closing, the Seller' closing documents will constitute the legal, valid, and binding obligations of Seller, enforceable against Seller in accordance with its respective terms. Seller has the absolute and unrestricted right, full power, authority, and capacity to execute and deliver this Agreement and the Seller' closing documents and to perform its obligations under this Agreementhereunder and thereunder. Each Without limiting the generality of the Shareholders foregoing, the Board of Directors (or its equivalent body under Vietnamese law) of Seller has all requisite legal capacity to execute and deliver approved this Agreement and his Employment Agreement, if applicable, and to perform his obligations thereunder. This Agreement and the Employment Agreement of each Shareholder, if applicable, when executed, will constitute the legal, valid, and binding obligations of such Shareholder enforceable against him in accordance with their respective termstransactions contemplated hereby. (b) Neither the execution and delivery of this Agreement or Agreement, nor the Employment Agreementsperformance of any of Seller' obligations hereunder, nor the consummation or performance of any of the Contemplated Transactions transactions contemplated by this Agreement will, directly or indirectly: indirectly (with or without notice, lapse of time, or both), (i) contravene, conflict with or result in a violation of any provision of Seller' organizational documents or any resolution adopted by the Boards of Directors or shareholders of Seller; (ii) contravene, conflict with, or result in (with or without notice or lapse of time) a violation or breach of (A) any provision of the organizational documents of the Company, (B) any resolution adopted by the board of directors (or any Person or group of Persons exercising similar authority) or the Shareholders, (C) any Legal Requirement or any Order to which the Company, any Shareholder or any of the Assets may be subjectof, or give any Governmental Body Authority or other Person person the right (with or without notice or lapse of time) to challenge any of the Contemplated Transactions this transaction or to exercise any remedy or obtain any relief under under, any such Legal Requirement legal requirement or Orderany order to which Seller or any of the Purchased Assets is subject; (Diii) contravene, conflict with, or result in a violation of any of the terms or requirements ofof any governmental authorization; (iv) contravene, conflict with, or give any Governmental Body the right (with result in a violation or without notice or lapse breach of time) to revoke, withdraw, suspend, cancel, terminate, or modify, any Governmental Authorization that is held by the Company or that otherwise relates to the Company's business or any of the Assets, or (E) any provision of, or give any Person person the right (with or without notice or lapse of time) to declare a default or exercise any remedy under, including the release of any asset or property of the Company held in escrow, or to accelerate the maturity or performance of, or to cancel, terminate, or modify, any Contract; ; or (ii) cause Buyer or the Company to become subject to, or to become liable for the payment of, any tax or cause any of the Assets to be reassessed or revalued by any taxing authority or other Governmental body; (iiiv) result in (with or without notice or lapse of time) the imposition or creation of any Encumbrance lien upon or with respect to any of the Purchased Assets; orexcept, in the case of clauses (i), (ii) and (iii) above, for contraventions, conflicts or violations which do not have a material adverse effect on the ability of the Seller to consummate the transactions contemplated hereby. (ivc) require Seller are not and will not be required to give any notice to to, make any filing with, or obtain any material Consent from any Personperson in connection with the execution and delivery of this Agreement, the performance of its obligations hereunder, or the consummation of this transaction, other than the Consents described on Schedule 3.2.1. except, for Consents, the failure of which to obtain would not have a material adverse effect on the ability of the Seller to consummate the transactions contemplated hereby.

Authority; No Conflict. (ai) This Agreement constitutes Upon the execution and delivery by Pledgor of this Agreement, the Note and the Assignment Separate from Certificate (collectively, the "Loan Documents"), each such Loan Document will constitute the legal, valid, valid and binding obligation of the Company and each of the ShareholdersPledgor, enforceable against the Company and each of the Shareholders Pledgor in accordance with its terms. The Company has , except (A) as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors' right generally and (B) as limited by laws relating to the absolute and unrestricted rightavailability of specific performance, power, authority, and capacity to execute and deliver this Agreement and to perform its obligations under this Agreement. Each of the Shareholders has all requisite legal capacity to execute and deliver this Agreement and his Employment Agreement, if applicable, and to perform his obligations thereunder. This Agreement and the Employment Agreement of each Shareholder, if applicable, when executed, will constitute the legal, valid, and binding obligations of such Shareholder enforceable against him in accordance with their respective termsinjunctive relief or other equitable remedies. (bii) Neither Pledgor will not be required to give any notice to or obtain any consent from any Person in connection with the execution and delivery of this Agreement the Loan Documents or the Employment Agreementsconsummation or performance of any of the transactions contemplated hereby and thereby (the "Contemplated Transactions"), and neither the execution and delivery of the Loan Documents nor the consummation or performance of any of the Contemplated Transactions will, directly or indirectly: (i) contravene, conflict with, or result in indirectly (with or without notice or lapse of time) a violation or breach of ): (A) contravene,conflict with or result in a violation of any provision of the organizational documents of the Companyfederal, (B) any resolution adopted by the board of directors (state, local or any Person foreign law, ordinance, regulation, statute, treaty or group of Persons exercising similar authority) or the Shareholders, (C) any Legal Requirement or any Order order to which the Company, any Shareholder it or any of the Assets may be subjectassets owned or used by it is subject ("Legal Requirement"); (B) contravene, or give any Governmental Body or other Person the right (conflict with or without notice or lapse result in a violation of time) to challenge any of the Contemplated Transactions or to exercise any remedy or obtain any relief under any such Legal Requirement or Order; (D) any of the terms or requirements of, or give any federal, state, local or foreign governmental or quasi- governmental authority of any nature or body exercising any administrative, executive, judicial, legislative, police, regulatory or taxing authority or power of any nature ("Governmental Body Body"), the right (with or without notice or lapse of time) to revoke, withdraw, suspend, cancel, terminate, terminate or modify, any approval, consent, license, permit, waiver or other authorization issued, given or otherwise made available by or under the authority of such Governmental Authorization Body or pursuant to any Legal Requirement ("Governmental Authorization") that is held by the Company Seller or that otherwise relates to the Company's his business or any of the Assetsassets owned or used by him; (C) contravene, conflict with or (E) result in a violation or breach of any provision of, or give any Person person the right (with or without notice or lapse of time) to declare a default or exercise any remedy under, including the release of any asset or property of the Company held in escrow, or to accelerate the maturity or performance of, or to cancel, terminate, terminate or modify, any agreement, contract, obligation, promise or other legally biding undertaking of Pledgor ("Contract; (ii) cause Buyer or the Company to become subject to"), or to become liable for the payment of, any tax or cause any of the Assets to be reassessed or revalued by any taxing authority or other Governmental body; (iii) result in (with or without notice or lapse of time) the imposition or creation of any Encumbrance (as defined below) upon or with respect to any of the Assets; or (iv) require any notice to assets owned or Consent from any Personused by him.

Authority; No Conflict. (a) This Agreement constitutes the legal, valid, and binding obligation of the Company and each of the ShareholdersBuyer, enforceable against the Company and each of the Shareholders Buyer in accordance with its terms, except as enforceability may be limited by bankruptcy and other similar laws and general principles of equity. The Company Buyer has the absolute and unrestricted requisite right, power, authority, and capacity to execute and deliver this Agreement and to perform its obligations under this Agreement. Each of the Shareholders has all requisite legal capacity to execute and deliver this Agreement and his Employment Agreement, if applicable, and to perform his obligations thereunder. This Agreement and the Employment Agreement of each Shareholder, if applicable, when executed, will constitute the legal, valid, and binding obligations of such Shareholder enforceable against him in accordance with their respective terms. (b) Neither the execution and delivery of this Agreement or the Employment Agreements, by Buyer nor the consummation or performance by Buyer of any of the Contemplated Transactions transactions contemplated hereby will, directly or indirectly: indirectly (with or without notice or lapse of time): (i) contravene, conflict with, or result in (with or without notice or lapse of time) a violation or breach of (A) any provision of the organizational documents Organizational Documents of the CompanyBuyer, or (B) any -15- resolution adopted by the board of directors (or any Person or group of Persons exercising similar authority) or the Shareholdersstockholders of Buyer; (ii) (A) contravene, (C) any Legal Requirement conflict with, or any Order to which the Company, any Shareholder or any of the Assets may be subjectresult in a violation of, or give any Governmental Body or other Person the right (with or without notice or lapse of time) to challenge any of the Contemplated Transactions transactions contemplated by this Agreement, any Legal Requirement or any Order to which Buyer, or any of the assets owned or used by Buyer, may be subject or (B) give any Governmental Body or other Person the right to exercise any remedy or obtain any relief under any such Legal Requirement or Orderany Order to which Buyer, or any of the assets owned or used by Buyer, may be subject; or (Diii) contravene, conflict with, or result in a violation of any of the terms or requirements of, or give any Governmental Body the right (with or without notice or lapse of time) to revoke, withdraw, suspend, cancel, terminate, or modify, any Governmental Authorization that is held by the Company Buyer or that otherwise relates to the Company's business of, or any of the Assetsassets owned or used by, or (E) any provision of, or give any Person the right (with or without notice or lapse of time) to declare a default or exercise any remedy under, including the release of any asset or property of the Company held in escrow, or to accelerate the maturity or performance of, or to cancel, terminate, or modify, any Contract;Buyer. (iic) cause Buyer or the Company is not and will not be required to become subject to, or to become liable for the payment of, any tax or cause any of the Assets to be reassessed or revalued by any taxing authority or other Governmental body; (iii) result in (with or without notice or lapse of time) the imposition or creation of any Encumbrance upon or with respect to any of the Assets; or (iv) require give any notice to or obtain any Consent from any PersonPerson in connection with the execution and delivery of this Agreement or the consummation or performance of any of the transactions contemplated hereby.

Authority; No Conflict. (a) This Agreement constitutes and the legalother Transaction Documents to which the Members or the Company are a party (the “Members’ Closing Documents”) have been duly executed and delivered by the Members and the Company, validto the extent that they are a party thereto, and binding obligation of the Company and each of the Shareholders, enforceable against the Company and each of the Shareholders in accordance with its terms. The Company has the absolute and unrestricted right, power, authority, and capacity to execute and deliver this Agreement and to perform its obligations under this Agreement. Each of the Shareholders has all requisite legal capacity to execute and deliver this Agreement and his Employment Agreement, if applicable, and to perform his obligations thereunder. This Agreement and the Employment Agreement of each Shareholder, if applicable, when executed, will constitute the legal, valid, and binding obligations of such Shareholder the Members and/or the Company, as the case may be, enforceable against him the Members and/or the Company in accordance with their respective terms, in each case except as such enforceability may be limited by (i) bankruptcy, insolvency, moratorium, reorganization and other similar laws affecting creditors’ rights generally and (ii) the general principles of equity, regardless of whether asserted in a proceeding in equity or at law. The Members and the Company have all requisite power, authority and capacity to execute and deliver this Agreement and the Members’ Closing Documents and to perform their respective obligations under this Agreement and the Members’ Closing Documents. (b) Neither Assuming all consents, approvals, authorizations and other actions described in Schedule 5.2 have been obtained or made, as applicable, the execution execution, delivery and delivery performance of this Agreement or and the Employment AgreementsMembers’ Closing Documents by the Members, nor the consummation or performance of any of Members and the Contemplated Transactions willCompany shall not, directly or indirectly: (i) contravene, conflict with, or result in indirectly (with or without notice or lapse of time): (i) contravene, conflict with or result in a violation or breach of (A) any provision of the organizational documents Organizational Documents of the Company, Company or (B) any resolution or other action adopted or taken by the board of directors Members; (ii) contravene, conflict with or any Person or group of Persons exercising similar authority) or the Shareholders, (C) any Legal Requirement or any Order to which the Company, any Shareholder or any of the Assets may be subjectresult in a violation of, or give any Governmental Body or other Person the right (with or without notice or lapse of time) to challenge challenge, any of the Contemplated Transactions or to exercise any remedy or obtain any relief under under, any such Legal Requirement or Order; any Order to which the Company or the Members or any of the assets owned or used by the Company, may be subject; (Diii) contravene, conflict with or result in a violation of any of the terms or requirements of, or give any Governmental Body the right (with or without notice or lapse of time) to revoke, withdraw, suspend, cancel, terminate, terminate or modify, any Governmental Authorization that is held by the Company or that otherwise relates to the Company's business of, or any of the Assetsassets owned or used by, or (E) any provision of, or give any Person the right (with or without notice or lapse of time) to declare a default or exercise any remedy under, including the release of any asset or property of the Company held in escrow, or to accelerate the maturity or performance of, or to cancel, terminate, or modify, any ContractCompany; (iiiv) cause Buyer or the Company to become subject to, or to become liable for the payment of, any tax or Tax; (v) cause any of the Assets assets owned by the Company to be reassessed or revalued by any taxing authority or other Governmental bodyBody; (iiivi) contravene, conflict with or result in a violation or breach of any provision of, or give any Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate or modify, any Applicable Contract or any Contract to which the Company is a party or by which the Company may be bound; (vii) result in (with or without notice or lapse of time) the imposition or creation of any Encumbrance (other than Permitted Liens) upon or with respect to any of the Assets; assets owned or used by the Company, or (ivviii) result in any breach of, or constitute a default (or event which with the giving of notice or lapse of time, or both, would become a default) under, or give to any Person any rights of termination, amendment, acceleration or cancellation of, or result in the creation of any Encumbrance (other than Permitted Liens) on any of the shares of Membership Interests or any of the assets of the Company pursuant to, any note, bond, mortgage, indenture, Contract, agreement, lease, license, permit, franchise or other instrument to which the Members or the Company are a party or by which any of the shares of Membership Interests are bound or affected, except for purposes of subclauses (ii)-(vii) above, for contraventions, conflicts, violations, revocations, withdrawals, suspensions, modifications, Breaches, defaults, rights of termination, amendment, acceleration or cancellation, or creations of Encumbrances, that would not, individually or in the aggregate, have a Material Adverse Effect on the Company. Except as set forth in Schedule 5.2, execution and delivery of this Agreement by the Members and the Company and the consummation of the Transactions does not, or shall not require any notice to Consent, approval, authorization or Consent from other action by, or filing with or notification to, any Governmental Body or any other Person.

Authority; No Conflict. (a) This Agreement constitutes the legal, valid, and binding obligation of the Company and each of the ShareholdersSellers, enforceable against the Company and each of the Shareholders Sellers in accordance with its termsterms subject to bankruptcy, reorganization, insolvency and other similar laws affecting the enforcement of creditors' rights in general and to general principles of equity (regardless of whether considered in a proceeding in equity or an action at law). The Company has the absolute Sellers have full corporate power and unrestricted right, power, authority, and capacity authority to execute and deliver this Agreement and to perform its their obligations under this Agreement. Each of the Shareholders has all requisite legal capacity to execute and deliver this Agreement and his Employment Agreement, if applicable, and to perform his obligations thereunder. This Agreement and the Employment Agreement of each Shareholder, if applicable, when executed, will constitute the legal, valid, and binding obligations of such Shareholder enforceable against him in accordance with their respective terms. (b) Neither Except as set forth in PART 3.2 OF THE DISCLOSURE LETTER, neither the execution and delivery of this Agreement or the Employment Agreements, nor the consummation or performance of any of the Contemplated Transactions by Sellers will, directly or indirectly: (i) contravene, conflict with, or result in (with or without notice or lapse of time) a violation or breach of (A) any provision of the organizational documents Organizational Documents of any of the CompanySellers or the Acquired Companies, or (B) any resolution adopted by the board of directors (or any Person or group of Persons exercising similar authority) or the Shareholders, (C) any Legal Requirement or any Order to which the Company, any Shareholder or stockholders of any of the Assets may be subjectSellers or any Acquired Company; (ii) to the Knowledge of the Sellers and subject to compliance with HSR, contravene, conflict with, or result in a violation of, or give any Governmental Body or other Person the right (with or without notice or lapse of time) to challenge any of the Contemplated Transactions or to exercise any remedy or obtain any relief under any such Legal Requirement to which any Acquired Company is subject; or (iii) contravene or Order; (D) any result in a violation or breach of the terms or requirements of, or give any Governmental Body the right (with or without notice or lapse of time) to revoke, withdraw, suspend, cancel, terminate, or modify, any Governmental Authorization that is held by the Company or that otherwise relates to the Company's business or any of the Assets, or (E) any provision of, or give any Person the right (with to terminate or without notice modify any Material Contract or lapse of time) any Order to declare which any Acquired Company is subject. Except as set forth in PART 3.2 OF THE DISCLOSURE LETTER, and except where the failure to do so, individually or taken as a default or exercise any remedy underwhole, including would not have a Material Adverse Effect and would not be reasonably likely to result in a Material Adverse Effect, neither the release of any asset or property of the Company held in escrow, or to accelerate the maturity or performance of, or to cancel, terminate, or modify, any Contract; (ii) cause Buyer or the Company to become subject to, or to become liable for the payment of, any tax or cause Sellers nor any of the Assets Acquired Companies is or will be required to be reassessed or revalued by any taxing authority or other Governmental body; (iii) result in (with or without notice or lapse of time) the imposition or creation of any Encumbrance upon or with respect to any of the Assets; or (iv) require give any notice to or obtain any Consent from any PersonPerson in connection with the execution and delivery of this Agreement or the consummation or performance of any of the Contemplated Transactions.

Authority; No Conflict. (a) This Agreement constitutes the legal, valid, valid and binding obligation of the Company and each of the ShareholdersBuyer, enforceable against the Company and each of the Shareholders it in accordance with its terms, except as may be limited by bankruptcy, moratorium and insolvency laws and other laws affecting the rights of creditors generally and except as may be limited by general principles of equity. The Company Upon the execution and delivery by it of the Other Agreements to which Buyer is a party and the execution and delivery thereof by each other party thereto, such Other Agreements will constitute the legal, valid and binding obligations of Buyer, enforceable in accordance with their respective terms, except as may be limited by bankruptcy, moratorium and insolvency laws and other laws affecting the rights of creditors generally and except as may be limited by general principles of equity. Buyer has the absolute and unrestricted right, power, authority, authority and capacity to execute and deliver this Agreement and the Other Agreements to which it is a party and to perform its respective obligations under this Agreement. Each of the Shareholders has all requisite legal capacity to execute and deliver this Agreement and his Employment Agreement, if applicable, and to perform his obligations thereunder. This Agreement and the Employment Agreement of each Shareholder, if applicable, when executed, will constitute the legal, valid, and binding obligations of such Shareholder enforceable against him in accordance with their respective termsOther Agreements. (b) Neither the execution and delivery of this Agreement or any of the Employment Other Agreements, nor the consummation or performance of any of the Contemplated Transactions YI Acquisition will, directly or indirectly: (i) contravene, conflict with, or result in indirectly (with or without notice or lapse of time): (c) contravene, conflict with or result in a violation or breach of (A) any provision of the organizational documents of the Company, (B) any resolution adopted by the board of directors (or any Person or group of Persons exercising similar authority) or the Shareholders, (C) any Legal Requirement or any Order to which the Company, any Shareholder Buyer is subject; or (i) conflict with or any result in a violation or breach of the Assets may be subject, or give any Governmental Body or other Person the right (b) constitute (with or without notice or lapse passage of time) a default under (c) result in or give any person the right of termination, cancellation, acceleration or modification in or with respect to challenge (d) result in or give to any person any additional rights under or (e) result in the creation or imposition of an Encumbrance upon the assets of the Contemplated Transactions or to exercise any remedy or obtain any relief Buyer under any such Legal Requirement agreement or Orderother arrangement to which Buyer is a party or is bound; or (Dii) contravene, conflict with or result in a violation of any of the terms or requirements of, or give any Governmental Body the right (with or without notice or lapse of time) to revoke, withdraw, suspend, cancel, terminate, terminate or modify, any Governmental Authorization that is held by Buyer. (d) Buyer is not and will not be required to give any notice to, or obtain any Consent from, any Person in connection with the Company or that otherwise relates to the Company's business execution and delivery of this Agreement or any of the Assets, Other Agreements or (E) any provision of, the consummation or give any Person the right (with or without notice or lapse of time) to declare a default or exercise any remedy under, including the release of any asset or property performance of the Company held in escrow, or to accelerate the maturity or performance of, or to cancel, terminate, or modify, any Contract; (ii) cause Buyer or the Company to become subject to, or to become liable for the payment of, any tax or cause any of the Assets to be reassessed or revalued by any taxing authority or other Governmental body; (iii) result in (with or without notice or lapse of time) the imposition or creation of any Encumbrance upon or with respect to any of the Assets; or (iv) require any notice to or Consent from any PersonYI Acquisition.

Authority; No Conflict. (a) This Agreement constitutes the legal, valid, and binding obligation of the Company and each of the Shareholders, enforceable against the Company and each of the Shareholders in accordance with its terms. The Company has the absolute corporate power and unrestricted right, power, authority, and capacity authority to execute and deliver this Agreement Agreement, to consummate the Merger and to perform its obligations under this Agreement. Each Subject to approval of the Shareholders has all requisite legal capacity to execute and deliver this Agreement by the Company Shareholders, this Agreement has been duly authorized and his Employment Agreementapproved, if applicable, executed and to perform his obligations thereunder. This Agreement delivered by the Company and the Employment Agreement of each Shareholder, if applicable, when executed, will constitute constitutes the legal, valid, valid and binding obligations obligation of such Shareholder the Company, enforceable against him the Company in accordance with their respective its terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws at the time in effect affecting the enforceability or rights of creditors generally and by general equitable principles that may limit the right to obtain equitable remedies. (b) Neither Except as set forth in Section 4.2(b) of the Disclosure Schedule, neither the execution and delivery of this Agreement or by the Employment Agreements, Company nor the consummation or performance by the Company of the Merger or any of the Contemplated Transactions other transactions contemplated hereby will, directly or indirectly: (i) contravene, conflict with, or result in indirectly (with or without notice or lapse of timetime or both): (i) contravene, conflict with or result in a violation or breach of (A) any provision of the organizational documents Organizational Documents of the Company, (B) any standing resolution adopted by the board of directors (or any Person or group of Persons exercising similar authorityCommittee thereof) or the Shareholdersshareholders of the Company, (C) any Legal Requirement legal requirement or any Order order of any Governmental Authority to which the Company, any Shareholder Company or any of the Assets properties or assets owned or used by the Company may be subject, or give any Governmental Body or other Person the right (with or without notice or lapse of time) to challenge any of the Contemplated Transactions or to exercise any remedy or obtain any relief under any such Legal Requirement or Order; (D) any of the terms or requirements of, or give any Governmental Body the right (with or without notice or lapse of time) to revoke, withdraw, suspend, cancel, terminate, or modify, any Governmental Authorization Permit that is held by the Company or that otherwise relates to the Company's business of, or any of the Assetsassets owned or used by, or (E) any provision of, or give any Person the right (with or without notice or lapse of time) to declare a default or exercise any remedy under, including the release of any asset or property of the Company held in escrow, or to accelerate the maturity or performance of, or to cancel, terminate, or modify, any ContractCompany; (ii) cause Buyer result in a breach of or constitute a default, give rise to a right of termination, cancellation or acceleration, create any entitlement to any payment or benefit, or require the consent or approval of or any notice to or filing with any third party, under any Contract to which the Company to become subject tois a party or by which its properties or assets are bound, or require the consent or approval of or any notice to become liable for or filing with any Governmental Authority to which the payment of, any tax Company or cause any of the Assets to be reassessed its properties or revalued by any taxing authority or other Governmental body;assets is subject; or (iii) result in (with or without notice or lapse of time) the imposition or creation of any Encumbrance upon or with respect to any of the Assetsproperties or assets owned or used by the Company; orexcept, with respect to clauses (i)(C), (i)(D), (ii) or (iii) of this Section 4.2, where any such breach, default, termination right, cancellation or acceleration right or Encumbrance could not reasonably be expected to have a Material Adverse Effect on the Company or would not adversely affect the ability of the Company to consummate the Merger or the other transactions contemplated hereby. (ivc) require any notice The only vote required by the Company Shareholders to or Consent from any Personapprove this Agreement is a majority of the outstanding shares of Company Common Stock.

Authority; No Conflict. (a) Each of EIHI and Seller has full corporate power and authority to execute and deliver this Agreement and the Related Agreements to which each of them is a party and to perform each of its obligations hereunder and thereunder. The execution and delivery by EIHI and Seller of this Agreement and the other Related Agreements to which either of them is or will be a party and the consummation of the Contemplated Transactions have been duly authorized by all requisite corporate action on the part of EIHI and Seller. This Agreement constitutes the legal, valid, and binding obligation of the Company EIHI and each of the ShareholdersSeller, enforceable against the Company and each of the Shareholders them in accordance with its terms, except as such enforceability may be limited by any Debtor Relief Laws. The Company has Upon the absolute execution and unrestricted right, power, authority, delivery by EIHI and capacity to execute and deliver this Agreement and to perform its obligations under this Agreement. Each Seller of the Shareholders has all requisite legal capacity Related Agreements to execute and deliver this Agreement and his Employment Agreementwhich either of them is a party, if applicable, and to perform his obligations thereunder. This Agreement and the Employment Agreement of each Shareholder, if applicable, when executed, such Related Agreements will constitute the legal, valid, and binding obligations of such Shareholder EIHI and Seller, enforceable against him EIHI and Seller in accordance with their respective terms, except as such enforceability may be limited by any Debtor Relief Laws. (b) Neither the execution execution, delivery, and delivery performance of this Agreement or and the Employment Agreements, Related Agreements nor the consummation or performance of any completion of the Contemplated Transactions will, directly or indirectly: (i) contravene, conflict with, or result in (with or without notice or lapse of time) a violation or breach of (A) any provision of the organizational documents Organizational Documents of the CompanyCompany or Seller, (Bii) any resolution adopted assuming all regulatory and government approvals sought by the board of directors (parties hereunder have been obtained, contravene, conflict with, or any Person or group of Persons exercising similar authority) or the Shareholders, (C) any Legal Requirement or any Order to which the Company, any Shareholder or any of the Assets may be subjectresult in a violation of, or give any Governmental Body or other Person the right (with or without notice or lapse of time) to challenge any of the Contemplated Transactions or to exercise any remedy or obtain any relief under under, any such Legal Requirement or Order; (D) any of the terms or requirements of, or give any Governmental Body the right (with or without notice or lapse of time) Order to revoke, withdraw, suspend, cancel, terminate, or modify, any Governmental Authorization that is held by which the Company or that otherwise relates to the Company's business or any of the AssetsSeller is subject, (iii) contravene, conflict with, or (E) result in a violation or breach of any provision of, or give any Person the right (with or without notice or lapse of time) to declare a default or exercise any remedy under, including the release of any asset or property of the Company held in escrow, or to accelerate the maturity or performance of, or to cancel, terminatecancel or terminate any Material Contract, or modify, any Contract; (ii) cause Buyer or the Company to become subject to, or to become liable for the payment of, any tax or cause any of the Assets to be reassessed or revalued by any taxing authority or other Governmental body; (iiiiv) result in (with or without notice or lapse of time) the imposition or creation of any Encumbrance upon or with respect to any of the Assets; orShares or any of the property or assets of the Company. (ivc) require Except as set forth on Schedule 3.3(c), neither Seller nor any of its Affiliates is, or will be, required to give any notice to or obtain any Consent from any PersonPerson in connection with the execution, delivery and performance of this Agreement and the Related Agreements or the completion of the Contemplated Transactions.

Authority; No Conflict. (a) This Agreement constitutes the legal, valid, and binding obligation of the Company and each of the ShareholdersTransferor, enforceable against the Company and each of the Shareholders Transferor in accordance with its terms Upon its execution and delivery by Transferor at the Closing, the Transferor’s closing documents will constitute the legal, valid, and binding obligations of Transferor, enforceable against Transferor in accordance with its respective terms. The Company Transferor has the absolute and unrestricted right, full corporate power, authority, and capacity to execute and deliver this Agreement and Transferor’s closing documents and to perform its obligations under this Agreementhereunder and thereunder. Each Without limiting the generality of the Shareholders foregoing, the Boards of Directors, and shareholders, if the Boards of Directors deems it necessary, of Transferor has all requisite legal capacity to execute and deliver approved this Agreement and his Employment Agreement, if applicable, and to perform his obligations thereunderthe transactions contemplated hereby. This Agreement and the Employment Agreement of each Shareholder, if applicable, when executed, will constitute the legal, valid, and binding obligations of such Shareholder enforceable against him in accordance with their respective terms. (b) Neither the execution and delivery of this Agreement or Agreement, nor the Employment Agreementsperformance of any of Transferor’s obligations hereunder, nor the consummation or performance of any of the Contemplated Transactions transactions contemplated by this Agreement will, directly or indirectly: indirectly (with or without notice, lapse of time, or both), (i) contravene, conflict with or result in a violation of any provision of Transferor’s Organizational Documents or any resolution adopted by the Boards of Directors or shareholders of Transferor; (ii) contravene, conflict with, or result in (with or without notice or lapse of time) a violation or breach of (A) any provision of the organizational documents of the Company, (B) any resolution adopted by the board of directors (or any Person or group of Persons exercising similar authority) or the Shareholders, (C) any Legal Requirement or any Order to which the Company, any Shareholder or any of the Assets may be subjectof, or give any Governmental Body Authority or other Person person the right (with or without notice or lapse of time) to challenge any of the Contemplated Transactions this transaction or to exercise any remedy or obtain any relief under under, any such Legal Requirement legal requirement or Orderany order to which Transferor or any of the assets used in the Business is subject; (Diii) contravene, conflict with, or result in a violation of any of the terms or requirements ofof any governmental authorization; (iv) contravene, conflict with, or give any Governmental Body the right (with result in a violation or without notice or lapse breach of time) to revoke, withdraw, suspend, cancel, terminate, or modify, any Governmental Authorization that is held by the Company or that otherwise relates to the Company's business or any of the Assets, or (E) any provision of, or give any Person person the right (with or without notice or lapse of time) to declare a default or exercise any remedy under, including the release of any asset or property of the Company held in escrow, or to accelerate the maturity or performance of, or to cancel, terminate, or modify, any Contract; ; or (ii) cause Buyer or the Company to become subject to, or to become liable for the payment of, any tax or cause any of the Assets to be reassessed or revalued by any taxing authority or other Governmental body; (iiiv) result in (with or without notice or lapse of time) the imposition or creation of any Encumbrance lien upon or with respect to any of the Assetsassets used in the Business; or except, in the case of clauses (ivi), (ii) require and (iii) above, for contraventions, conflicts or violations which do not have a material adverse effect on the ability of Transferor to consummate the transactions contemplated hereby. Transferor represents and warrants that it is not and will not be required to give any notice to to, make any filing with, or obtain any material Consent from any Personperson in connection with the execution and delivery of this Agreement, the performance of its obligations hereunder, or the consummation of this transaction, other than the Consents described on Exhibit 4.2.1 except for Consents, the failure of which to obtain would not have a material adverse effect on the ability of the Transferor to consummate the transactions contemplated hereby.

Authority; No Conflict. (a) This Agreement constitutes the legal, valid, and binding obligation Except as set forth in Part 3.2 of the Company and each of the ShareholdersDisclosure Letter, enforceable against the Company and each of the Shareholders in accordance with its terms. The Company has the absolute and unrestricted right, power, authority, and capacity to execute and deliver this Agreement and to perform its obligations under this Agreement. Each of the Shareholders has all requisite legal capacity to execute and deliver this Agreement and his Employment Agreement, if applicable, and to perform his obligations thereunder. This Agreement and the Employment Agreement of each Shareholder, if applicable, when executed, will constitute the legal, valid, and binding obligations of such Shareholder enforceable against him in accordance with their respective terms. (b) Neither neither the execution and delivery of this Agreement or the Employment Agreements, nor the consummation or performance of any of the Contemplated Transactions will, directly or indirectly:indirectly (with or without notice or lapse of time): (i) contravene, conflict with, or result in (with or without notice or lapse of time) a violation or breach of (A) any provision of the organizational documents Organizational Documents of the CompanyAcquired Companies, or (B) any resolution adopted by the board of directors (or any Person or group of Persons exercising similar authority) or the Shareholdersstockholders of any Acquired Company; (ii) contravene, (C) any Legal Requirement conflict with, or any Order to which the Company, any Shareholder or any of the Assets may be subjectresult in a violation of, or give any Governmental Body or other Person the right (with or without notice or lapse of time) to challenge any of the Contemplated Transactions or to exercise any remedy or obtain any relief under under, any such Legal Requirement or Order; any Order to which any Acquired Company, or any of the assets owned or used by any Acquired Company, may be subject; (Diii) contravene, conflict with, or result in a violation of any of the terms or requirements of, or give any Governmental Body the right (with or without notice or lapse of time) to revoke, withdraw, suspend, cancel, terminate, or modify, any Governmental Authorization that is held by the any Acquired Company or that otherwise relates to the Company's business of, or any of the Assetsassets owned or used by, any Acquired Company; or (iv) except as set forth in Part 3.2 of the Disclosure Letter, contravene, conflict with, or (E) result in a violation or breach of any provision of, or give any Person the right (with or without notice or lapse of time) to declare a default or exercise any remedy under, including the release of any asset or property of the Company held in escrow, or to accelerate the maturity or performance of, or to cancel, terminate, or modify, any Applicable Contract;; or (ii) cause Buyer or the Company to become subject to, or to become liable for the payment of, any tax or cause any of the Assets to be reassessed or revalued by any taxing authority or other Governmental body; (iiiv) result in (with or without notice or lapse of time) the imposition or creation of any Encumbrance upon or with respect to any of the Assets; or (iv) require assets owned or used by any Acquired Company. Except as set forth in Part 3.2 of the Disclosure Letter, no Acquired Company is or will be required to give any notice to or obtain any Consent from any PersonPerson in connection with the execution and delivery of this Agreement or the consummation or performance of any of the Contemplated Transactions.

Authority; No Conflict. (a) This Agreement constitutes the legal, valid, and binding obligation of the Company and each of the ShareholdersOwner, enforceable against the Company and each of the Shareholders Owner in accordance with its terms. Upon the execution and delivery by the Company and each Owner of, the Noncompetition Agreements and the Release Agreements, (collectively, the "Company Closing Documents"), the Company Closing Documents to which the Company and the Owners are a party will constitute the legal, valid, and binding obligations of the Company and each Owner, enforceable against the Company and each Owner in accordance with their respective terms. The board of directors of the Company and all of the shareholders of the Company have approved and authorized this Agreement and the Contemplated Transactions, in each case without condition, limitation or restriction. The Company and each Owner has the absolute and unrestricted respective right, power, authority, and capacity to execute and deliver this Agreement and the Company Closing Documents to which it is a party and to perform its each of their obligations under this Agreement. Each of the Shareholders has all requisite legal capacity to execute and deliver this Agreement and his Employment Agreement, if applicable, and to perform his obligations thereunder. This Agreement and the Employment Agreement of each Shareholder, if applicable, when executed, will constitute the legal, valid, and binding obligations of such Shareholder enforceable against him in accordance with their respective termsCompany Closing Documents to which it is a party. (b) Neither Except as set forth in Schedule 3.2(b), neither the execution and delivery of this Agreement or the Employment Agreements, nor the consummation or performance of any of the Contemplated Transactions will, directly or indirectly:indirectly (with or without notice or lapse of time): (i) contravene, conflict with, or result in (with or without notice or lapse of time) a violation or breach of (A) any provision of the organizational documents Organizational Documents of the Company, or (B) any resolution adopted by the board of directors (or any Person or group of Persons exercising similar authority) or the Shareholders, (C) any Legal Requirement or any Order to which shareholders of the Company; (ii) contravene, any Shareholder conflict with, or any of the Assets may be subjectresult in a violation of, or give any Governmental Body or other Person the right (with or without notice or lapse of time) to challenge any of the Contemplated Transactions Transactions; (iii) contravene, conflict with, or to exercise any remedy or obtain any relief under any such Legal Requirement or Order; (D) result in a violation of any of the terms or requirements of, or give any Governmental Body the right (with or without notice or lapse of time) to revoke, withdraw, suspend, cancel, terminate, or modify, any material Governmental Authorization that is held by the Company; (iv) cause the Company or that otherwise relates to the Company's business or any of the Assetsbecome subject to, or to become liable for the payment of, any material Tax; (Ev) contravene, conflict with, or result in a violation or breach of any provision of, or give any Person the right (with or without notice or lapse of time) to declare a default or exercise any remedy under, including the release of any asset or property of the Company held in escrow, or to accelerate the maturity or performance of, or to cancel, terminate, or modify, any Assumed Contract;; or (ii) cause Buyer or the Company to become subject to, or to become liable for the payment of, any tax or cause any of the Assets to be reassessed or revalued by any taxing authority or other Governmental body; (iiivi) result in (with or without notice or lapse of time) the imposition or creation of any Encumbrance Security Interest upon or with respect to any of the Assets; or (iv) require any notice to Acquired Assets or Consent from any Personthe Assumed Liabilities.

Authority; No Conflict. (a) This Agreement constitutes the legal, valid, and binding obligation of the Company and each of the Shareholders, enforceable against the Company and each of the Shareholders in accordance with its terms. The Company Diva has the absolute and unrestricted right, power, authority, authority and capacity to execute and deliver this Agreement Agreement, to consummate the Exchange and to perform its obligations under this Agreement. Each of the Shareholders has all requisite legal capacity to execute and deliver this Agreement and his Employment Agreement, if applicable, and to perform his obligations thereunder. This Agreement and the Employment Agreement of each Shareholder, if applicable, when executed, will constitute the legal, valid, and binding obligations of such Shareholder enforceable against him in accordance with their respective terms. (b) Neither the execution and execution, delivery or performance of this Agreement or the Employment Agreements, by Diva nor the consummation by Diva of the Exchange or performance of any of the Contemplated Transactions other transactions contemplated hereby will, directly or indirectly: (i) contravene, conflict with, or result in indirectly (with or without notice or lapse of timetime or both): (i) contravene, conflict with or result in a violation or breach of (A) any provision of the organizational documents Organizational Documents of the CompanyDiva, (B) any resolution adopted by the board Board of directors (Directors, or any Person or group of Persons exercising similar authority) committee thereof, or the Shareholdersstockholders of Diva, (C) any Legal Requirement legal requirement or any Governmental Order to which the Company, any Shareholder Diva or any of the Assets properties or assets owned or used by Diva or any of its Subsidiaries may be subject, or give any Governmental Body or other Person the right (with or without notice or lapse of time) to challenge any of the Contemplated Transactions or to exercise any remedy or obtain any relief under any such Legal Requirement or Order; (D) any authorization, license or permit of the terms or requirements of, or give any Governmental Body the right (with Authority, including any private investigatory license or without notice or lapse of time) to revokeother similar license, withdraw, suspend, cancel, terminate, or modify, any Governmental Authorization that which is held by the Company Diva or any of its Subsidiaries or that otherwise relates to the Company's business of, or any of the Assetsassets owned or used by, Diva or (E) any provision of, or give any Person the right (with or without notice or lapse of time) to declare a default or exercise any remedy under, including the release of any asset or property of the Company held in escrow, or to accelerate the maturity or performance of, or to cancel, terminate, or modify, any Contractits Subsidiaries; (ii) cause Buyer result in a violation or breach of or constitute a default, give rise to a right of termination, cancellation or acceleration, create any entitlement to any payment or benefit or require the consent or approval of or any notice to or filing with any third party under any Contract to which the Company or any of its Subsidiaries is a party or to become subject towhich they or their respective properties or assets may be bound, or require the consent or approval of or any notice to become liable for or filing with any Governmental Authority to which either the payment of, any tax Company or cause any of the Assets to its Subsidiaries or their respective properties or assets may be reassessed or revalued by any taxing authority or other Governmental body;subject; or (iii) result in (with or without notice or lapse of time) the imposition or creation of any Encumbrance (other than Permitted Encumbrances) upon or with respect to any of the Assetsproperties or assets owned or used by the Company or any of its Subsidiaries; or except, with respect to clauses (ivi) require (C) or (D), (ii) or (iii) of this Section 5.2, where any notice such contravention, conflict, violation, breach, default, termination right, cancellation or acceleration right or Encumbrance would not have a Material Adverse Effect or would not adversely affect the ability of the Company to consummate the Exchange or Consent from any Personthe other transactions contemplated by this Agreement.

Authority; No Conflict. (a) This Agreement constitutes the legal, valid, and binding obligation of the Company and each of the ShareholdersSeller, enforceable against the Company and each of the Shareholders it in accordance with its terms. The Company has Upon the absolute execution and unrestricted right, power, authority, and capacity delivery by Seller of any documents to execute and deliver be executed at Closing pursuant to this Agreement and to perform its obligations under this Agreement. Each of (collectively, the Shareholders has all requisite legal capacity to execute and deliver this Agreement and his Employment Agreement"Closing Documents"), if applicable, and to perform his obligations thereunder. This Agreement and the Employment Agreement of each Shareholder, if applicable, when executed, such Closing Documents will constitute the legal, valid, and binding obligations of such Shareholder Seller, as applicable, enforceable against him it in accordance with their respective its terms. Seller has the absolute and unrestricted right, power and authority to execute and deliver this Agreement and the Closing Documents to which it is a party and to perform its obligations thereunder. (b) Neither Except as set forth in Part 3.2(b) of the Disclosure Schedule, neither the execution and delivery by Seller of this Agreement or the Employment Agreements, nor the consummation or performance by Seller of any of the Contemplated Transactions will, directly or indirectly: (i) conflict with, violate or result in a breach of (A) any Order or Legal Requirement to which Seller, the Business or any of the Purchased Assets may be subject; or (B) any Governmental Authorization held by Seller or that otherwise relates to the Business or the Purchased Assets; or (ii) (A) contravene, conflict with, or result in (with or without notice or lapse of time) a violation or breach of (A) any provision of the organizational documents of the Company, (B) any resolution adopted by the board of directors (or any Person or group of Persons exercising similar authority) or the Shareholders, (C) any Legal Requirement or any Order to which the Company, any Shareholder or any of the Assets may be subject, or give any Governmental Body or other Person the right (with or without notice or lapse of time) to challenge any of the Contemplated Transactions or to exercise any remedy or obtain any relief under any such Legal Requirement or Order; (D) any of the terms or requirements of, or give any Governmental Body the right (with or without notice or lapse of time) to revoke, withdraw, suspend, cancel, terminate, or modify, any Governmental Authorization that is held by the Company or that otherwise relates to the Company's business or any of the Assets, or (E) any provision of, or give any Person the right (with or without notice or lapse of time) to declare a default or exercise any remedy under, including the release of any asset or property of the Company held in escrow, or to accelerate the maturity or performance of, or to cancel, terminate, or modify, any Contract; (ii) cause Buyer material Contract to which Seller is a party or the Company to become subject to, any material interest or rights of Seller in or to become liable for the payment of, any tax Purchased Assets; or cause any of the Assets to be reassessed or revalued by any taxing authority or other Governmental body; (iiiB) result in (with or without notice or lapse of time) the imposition or creation of any Encumbrance upon or with respect to any of the Purchased Assets; or. (ivc) require Except as set forth in Part 3.2(c) of the Disclosure Schedule, Seller is not and will not be required to give any notice to or obtain any Consent from any PersonPerson in connection with the execution and delivery of this Agreement or the consummation or performance of any of the Contemplated Transactions.

Authority; No Conflict. (a) This Agreement constitutes the legal, valid, valid and binding obligation of each of the Company Seller Group Companies and each of the ShareholdersMembers, enforceable against the Company and each of the Shareholders Seller Group Companies and the Members in accordance with its terms, and upon the execution and delivery by each of the Seller Group Companies and Members of the closing documents contemplated hereunder to which any or all of the Seller Group Companies and the Members are a party (collectively, the “Seller Closing Documents”), the Seller Closing Documents will constitute the legal, valid and binding obligations of such of the Seller Group Companies and Members, enforceable against each of them in accordance with their respective terms, subject, in each case, to bankruptcy, insolvency, reorganization, moratorium and similar laws of general application relating to or affecting creditors’ rights and to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing. The Company has Seller Group Companies and Members have the absolute and unrestricted right, power, authority, authority and capacity to execute and deliver this Agreement and the Seller Closing Documents and to perform its their obligations under this Agreement. Each of the Shareholders has all requisite legal capacity to execute and deliver this Agreement and his Employment Agreement, if applicable, and to perform his obligations thereunder. This Agreement and the Employment Agreement of each Shareholder, if applicable, when executed, will constitute the legal, valid, and binding obligations of such Shareholder enforceable against him in accordance with their respective termsSeller Closing Documents. (b) Neither Except as set forth in Schedule 3.2, neither the execution and delivery of this Agreement or by the Employment Agreements, Seller Group Companies and Members nor the consummation or performance of any of the Contemplated Transactions by the Seller Group Companies and Members will, directly or indirectly: (i) contravene, conflict with, or result in indirectly (with or without notice or lapse of time): (i) contravene, conflict with or result in a violation or breach of (A) any provision of the organizational documents Organizational Documents of the any Seller Group Company; (ii) contravene, (B) any resolution adopted by the board of directors (conflict with or any Person or group of Persons exercising similar authority) or the Shareholders, (C) any Legal Requirement or any Order to which the Company, any Shareholder or any of the Assets may be subjectresult in a violation of, or give any Governmental Body Authority or other Person the right (with or without notice or lapse of time) to challenge any of the Contemplated Transactions or to exercise any remedy or obtain any relief under under, any such Legal Requirement or Order; any Order to which any Seller Group Company, or any of the assets owned or used by any Seller Group Company, may be subject; (Diii) contravene, conflict with or result in a violation of any of the terms or requirements of, of or give any Governmental Body Authority the right (with or without notice or lapse of time) to revoke, withdraw, suspend, cancel, terminate, terminate or modify, any Governmental Authorization that is held by the any Seller Group Company or that otherwise relates to the Company's business of, or any of the Assetsassets owned or used by, any Seller Group Company; (iv) contravene, conflict with or (E) result in a violation or breach of any provision of, or give any Person the right (with or without notice or lapse of time) to declare a default or exercise any remedy under, including the release of any asset or property of the Company held in escrow, or to accelerate the maturity or performance of, or to cancel, terminate, terminate or modify, any Applicable Contract;; or (ii) cause Buyer or the Company to become subject to, or to become liable for the payment of, any tax or cause any of the Assets to be reassessed or revalued by any taxing authority or other Governmental body; (iiiv) result in (with or without notice or lapse of time) the imposition or creation of any Encumbrance upon or with respect to any of the Assets; or (iv) require assets owned or used by any Seller Group Company. Except as set forth in Schedule 3.2, no Seller Group Company and no Member is or will be required to give any notice to or obtain any Consent from any PersonPerson in connection with the execution and delivery of this Agreement or the consummation or performance of any of the Contemplated Transactions.

Authority; No Conflict. (a) This Agreement constitutes the legal, valid, and binding obligation of the Company and each of the Shareholders, enforceable against the Company and each of the Shareholders in accordance with its terms. The Company Wxxxxxxxxx has the absolute and unrestricted right, power, authority, and capacity authority to execute and deliver this Agreement and to perform its obligations under hereunder. The execution and delivery of this Agreement. Each , and the consummation of the Shareholders has Contemplated Transactions, have been duly authorized by all requisite legal capacity to execute and deliver corporate action on the part of Wxxxxxxxxx, and, assuming that this Agreement has been duly authorized, executed and his Employment Agreementdelivered by the other parties hereto, if applicable, and to perform his obligations thereunder. This Agreement and the Employment Agreement of each Shareholder, if applicable, when executed, will constitute constitutes the legal, valid, and binding obligations obligation of such Shareholder Wxxxxxxxxx, enforceable against him it in accordance with their respective its terms, except as may be limited by the Bankruptcy and Equity Exception. (b) Neither Except as set forth in Part 4.2 of the Wxxxxxxxxx Disclosure Letter, and assuming the Consents referred to in Section 4.2(c) below are made or obtained, as applicable, neither the execution and delivery of this Agreement or the Employment Agreements, by Wxxxxxxxxx nor the consummation or performance of any of the Contemplated Transactions will, directly or indirectly:indirectly (with or without notice or lapse of time or both): (i) contravene, conflict with, or result in (with or without notice or lapse of time) a violation or breach of (A) any provision of the organizational documents Organizational Documents of the CompanyAcquired Companies; (ii) contravene, (B) any resolution adopted by the board of directors (conflict with, or any Person or group of Persons exercising similar authority) or the Shareholders, (C) any Legal Requirement or any Order to which the Company, any Shareholder or any of the Assets may be subjectresult in a violation of, or give any Governmental Body or other Person the right (with or without notice or lapse of time) to challenge any of the Contemplated Transactions or to exercise any remedy or obtain any relief under under, any such Legal Requirement or Order; (D) any Order to which any of the terms or requirements ofAcquired Companies, or give any Governmental Body the right (with or without notice or lapse of time) to revoke, withdraw, suspend, cancel, terminate, or modify, any Governmental Authorization that is held by the Company or that otherwise relates to the Company's business or any of the Assetsassets owned or used by any of the Acquired Companies, may be subject; or (iii) contravene, conflict with, or (E) result in a violation or breach of any provision of, or give any Person the right (with or without notice or lapse of time) to declare a default or exercise any remedy under, including the release of any asset or property of the Company held in escrow, or to accelerate the maturity or performance of, or to cancel, terminate, or modify, any Material Contract;. (iic) cause Buyer or the Company to become subject to, or to become liable for the payment of, any tax or cause any Except as set forth in Part 4.2 of the Assets to be reassessed or revalued by any taxing authority or other Governmental body; (iii) result in (with or without notice or lapse of time) the imposition or creation of any Encumbrance upon or with respect to any Wxxxxxxxxx Disclosure Letter, none of the Assets; or (iv) require Acquired Companies is or will be required to give any notice to or obtain any Consent from any PersonGovernmental Body, or any Person under a Material Contract or a Fund Material Contract, in connection with the execution and delivery of this Agreement or the consummation or performance of any of the Contemplated Transactions.

Authority; No Conflict. (a) This Agreement constitutes the legal, valid, and binding obligation of the Company and each of the ShareholdersSeller, enforceable against the Company and each of the Shareholders Seller in accordance with its terms. The Company Seller has the absolute and unrestricted right, power, authority, and capacity to execute and deliver this Agreement and to perform its his obligations under this Agreement. Each of the Shareholders has all requisite legal capacity to execute and deliver this Agreement and his Employment Agreement, if applicable, and to perform his obligations thereunder. This Agreement and the Employment Agreement of each Shareholder, if applicable, when executed, will constitute the legal, valid, and binding obligations of such Shareholder enforceable against him in accordance with their respective terms. (b) Neither the execution and delivery of this Agreement or the Employment Agreements, nor the consummation or performance of any of the Contemplated Transactions will, directly or indirectly:indirectly (with or without notice or lapse of time): (i) contravene, conflict with, or result in (with or without notice or lapse of time) a violation or breach of (A) the partnership agreement of Seller, (B) any contract or obligation to which the Seller is a party or may be subject to, (C) any provision of the organizational documents Organizational Documents of the CompanySpecial Partnership, or (BD) any resolution adopted by the board of directors (or any Person or group of Persons exercising similar authority) or the Shareholders, (C) any Legal Requirement or any Order to which the Company, any Shareholder or any partners of the Assets may be subjectSpecial Partnership ; (ii) contravene, conflict with, or result in a violation of, or give any Governmental Body or other Person the right (with or without notice or lapse of time) to challenge any of the Contemplated Transactions or to exercise any remedy or obtain any relief under under, any such Legal Requirement or Order; any Order to which the Seller, the Special Partnership, or any of the assets owned or used by the Special Partnership, may be subject; (Diii) contravene, conflict with, or result in a violation of any of the terms or requirements of, or give any Governmental Body the right (with or without notice or lapse of time) to revoke, withdraw, suspend, cancel, terminate, or modify, any Governmental Authorization that is held by the Company Special Partnership or that otherwise relates to the Company's business of, or any of the Assetsassets owned or used by, the Special Partnership; (iv) cause Buyer or the Special Partnership to become subject to, or to become liable for the payment of, any Tax; (Ev) cause any of the assets owned by the Special Partnership to be reassessed or revalued by any taxing authority or other Governmental Body; (vi) contravene, conflict with, or result in a violation or breach of any provision of, or give any Person the right (with or without notice or lapse of time) to declare a default or exercise any remedy under, including the release of any asset or property of the Company held in escrow, or to accelerate the maturity or performance of, or to cancel, terminate, or modify, any Applicable Contract;; or (ii) cause Buyer or the Company to become subject to, or to become liable for the payment of, any tax or cause any of the Assets to be reassessed or revalued by any taxing authority or other Governmental body; (iiivii) result in (with or without notice or lapse of time) the imposition or creation of any Encumbrance upon or with respect to any of the Assets; or (iv) require any notice to assets owned or Consent from any Personused by the Special Partnership.

Authority; No Conflict. (a) Each of the Acquired Companies has delivered or made available to Buyer an executed copy of all actions by each of the Acquired Companies’ boards of directors or other corporate authority performing similar functions necessary to approve this Agreement and the transactions contemplated herein. This Agreement and the exhibits and schedules hereto has been duly executed and delivered by each of the Acquired Companies and constitutes the legal, valid, valid and binding obligation obligations of the Company and each of the ShareholdersAcquired Companies, enforceable against the each such respective Acquired Company and each of the Shareholders in accordance with its terms, except where such enforceability may be limited to bankruptcy, insolvency, reorganization, moratorium and similar laws relating to or affecting creditors generally and by general equity principles. The Company has Subject to the absolute and unrestricted right, power, authority, and capacity to execute and deliver this Agreement and to perform its obligations under this Agreement. Each requisite consents referenced in Section 4.4 of the Shareholders has all requisite legal capacity to execute and deliver this Agreement and his Employment AgreementDisclosure Schedule, if applicable, and to perform his obligations thereunder. This Agreement and the Employment Agreement of each Shareholder, if applicable, when executed, will constitute the legal, valid, and binding obligations of such Shareholder enforceable against him in accordance with their respective terms. (b) Neither neither the execution and delivery of this Agreement or the Employment Agreements, nor the consummation or performance of any of the Contemplated Transactions transactions contemplated herein will, directly or indirectly:indirectly (with or without notice or lapse of time): (ia) contravene, conflict with, or result in (with or without notice or lapse of time) a violation or breach of (Ai) any provision of the organizational documents Organizational Documents of any of the CompanyAcquired Companies, or (Bii) any resolution adopted by the board of directors (or any Person or group of Persons exercising other corporate authority performing similar authorityfunctions) or the Shareholders, stockholders (Cor other equity owners) any Legal Requirement or any Order to which the Company, any Shareholder or of any of the Assets may be subjectAcquired Companies; (b) contravene, conflict with, or result in a violation of, or give any Governmental Body Authority or other Person the right (with or without notice or lapse of time) to challenge any of the Contemplated Transactions transactions contemplated by this Agreement or to exercise any remedy or obtain any relief under under, any such Legal Requirement Law or Order; any Order to which any of the Acquired Companies or any of the assets owned or used by any of the Acquired Companies may be subject; (Dc) contravene, conflict with, or result in a violation of any of the terms or requirements of, or give any Governmental Body Authority or Other Person the right (with or without notice or lapse of time) to revoke, withdraw, suspend, cancel, terminate, or modify, any Governmental Authorization License or Permit that is held by any of the Company Acquired Companies or that otherwise relates to the Company's business of, or any of the Assetsassets owned or used by, any of the Acquired Companies; (d) contravene, conflict with, or (E) result in a violation or breach of any provision of, or give any Person the right (with or without notice or lapse of time) to declare a default or exercise any remedy under, including the release of any asset or property of the Company held in escrow, or to accelerate the maturity or performance of, or to cancel, terminate, or modify, any Contract;; or (ii) cause Buyer or the Company to become subject to, or to become liable for the payment of, any tax or cause any of the Assets to be reassessed or revalued by any taxing authority or other Governmental body; (iiie) result in (with or without notice or lapse of time) the imposition or creation of any Encumbrance upon or with respect to any of the Assets; or (iv) require assets owned or used by any notice to or Consent from any Personof the Acquired Companies.

Authority; No Conflict. (a) This Agreement constitutes the legal, valid, and binding obligation of the Company and each of the ShareholdersSellers, enforceable against the Company and each of the Shareholders Sellers in accordance with its terms. The Company has Upon the execution and delivery by Sellers of the Employment Agreement, the Sellers' Releases, and the Noncompetition Agreements (collectively, the "Sellers' Closing Documents"), the Sellers' Closing Documents will constitute the legal, valid, and binding obligations of Sellers, enforceable against Sellers in accordance with their respective terms. Sellers have the absolute and unrestricted right, power, authority, and capacity to execute and deliver this Agreement and the Sellers' Closing Documents and to perform its their obligations under this Agreement. Each of the Shareholders has all requisite legal capacity to execute and deliver this Agreement and his Employment Agreement, if applicable, and to perform his obligations thereunder. This Agreement and the Employment Agreement of each Shareholder, if applicable, when executed, will constitute the legal, valid, and binding obligations of such Shareholder enforceable against him in accordance with their respective termsSellers' Closing Documents. (b) Neither Except as set forth in Part 3.2 of the Disclosure Letter, neither the execution and delivery of this Agreement or the Employment Agreements, nor the consummation or performance of any of the Contemplated Transactions will, directly or indirectly:indirectly (with or without notice or lapse of time): (i) contravene, conflict with, or result in (with or without notice or lapse of time) a violation or breach of (A) any provision of the organizational documents Organizational Documents of the CompanyAcquired Companies, or (B) any resolution adopted by the board of directors (or any Person or group of Persons exercising similar authority) or the Shareholdersstockholders of any Acquired Company; (ii) contravene, (C) any Legal Requirement conflict with, or any Order to which the Company, any Shareholder or any of the Assets may be subjectresult in a violation of, or give any Governmental Body or other Person the right (with or without notice or lapse of time) to challenge any of the Contemplated Transactions or to exercise any remedy or obtain any relief under under, any such Legal Requirement or Order; any Order to which any Acquired Company or either Seller, or any of the assets owned or used by any Acquired Company, may be subject; (Diii) contravene, conflict with, or result in a violation of any of the terms or requirements of, or give any Governmental Body the right (with or without notice or lapse of time) to revoke, withdraw, suspend, cancel, terminate, or modify, any Governmental Authorization that is held by the any Acquired Company or that otherwise relates to the Company's business of, or any of the Assetsassets owned or used by, any Acquired Company; (iv) cause Buyer or any Acquired Company to become subject to, or to become liable for the payment of, any Tax; (Ev) cause any of the assets owned by any Acquired Company to be reassessed or revalued by any taxing authority or other Governmental Body; (vi) contravene, conflict with, or result in a violation or breach of any provision of, or give any Person the right (with or without notice or lapse of time) to declare a default or exercise any remedy under, including the release of any asset or property of the Company held in escrow, or to accelerate the maturity or performance of, or to cancel, terminate, or modify, any Applicable Contract;; or (ii) cause Buyer or the Company to become subject to, or to become liable for the payment of, any tax or cause any of the Assets to be reassessed or revalued by any taxing authority or other Governmental body; (iiivii) result in (with or without notice or lapse of time) the imposition or creation of any Encumbrance upon or with respect to any of the Assets; or (iv) require assets owned or used by any Acquired Company. Except as set forth in Part 3.2 of the Disclosure Letter, no Seller or Acquired Company is or will be required to give any notice to or obtain any Consent from any PersonPerson in connection with the execution and delivery of this Agreement or the consummation or performance of any of the Contemplated Transactions.

Authority; No Conflict. (a) This Agreement constitutes the legal, valid, and binding obligation of the Company and each of the ShareholdersCompany, enforceable against the Company and each of the Shareholders in accordance with its terms. Upon the execution and delivery by the Company of this Agreement and the Shareholders' Agreement (collectively, the "the Company's Closing Documents"), the Company's Closing Documents will constitute the legal, valid, and binding obligations of the Company, enforceable in accordance with their respective terms. The Company has the absolute and unrestricted right, power, authority, and capacity to execute and deliver this Agreement the Company's Closing Documents and to perform its their obligations under this Agreement. Each of the Shareholders has all requisite legal capacity to execute and deliver this Agreement and his Employment Agreement, if applicable, and to perform his obligations thereunder. This Agreement and the Employment Agreement of each Shareholder, if applicable, when executed, will constitute the legal, valid, and binding obligations of such Shareholder enforceable against him in accordance with their respective termsCompany's Closing Documents. (b) Neither the execution and delivery of this Agreement or the Employment Agreements, nor the consummation or performance of any of the Contemplated Transactions will, directly or indirectly:indirectly (with or without notice or lapse of time): (i) contravene, conflict with, or result in (with or without notice or lapse of time) a violation or breach of (A) any provision of the organizational documents Organizational Documents of the Company, or (B) any resolution adopted by the board of directors (or any Person or group of Persons exercising similar authority) or the Shareholders, (C) any Legal Requirement or any Order to which stockholders of the Company; (ii) contravene, any Shareholder conflict with, or any of the Assets may be subjectresult in a violation of, or give any Governmental Body or other Person the right (with or without notice or lapse of time) to challenge any of the Contemplated Transactions or to exercise any remedy or obtain any relief under under, any such Legal Requirement or Order; any Order to which the Company, or any of the assets owned or used by the Company, may be subject; (Diii) contravene, conflict with, or result in a violation of any of the terms or requirements of, or give any Governmental Body the right (with or without notice or lapse of time) to revoke, withdraw, suspend, cancel, terminate, or modify, any Governmental Authorization that is held by the Company or that otherwise relates to the Company's business of, or any of the Assetsassets owned or used by, or (E) any provision of, or give any Person the right (with or without notice or lapse of time) to declare a default or exercise any remedy under, including the release of any asset or property of the Company held in escrow, or to accelerate the maturity or performance of, or to cancel, terminate, or modify, any ContractCompany; (iiiv) cause Buyer or the Company to become subject to, or to become liable for the payment of, any tax or Tax; (v) cause any of the Assets assets owned by the Company to be reassessed or revalued by any taxing authority or other Governmental bodyBody; (iiivi) contravene, conflict with, or result in a violation or breach of any provision of, or give any Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate, or modify, any Applicable Contract; or (vii) result in (with or without notice or lapse of time) the imposition or creation of any Encumbrance upon or with respect to any of the Assets; or (iv) require assets owned or used by the Company. The Company is not required to give any notice to or obtain any Consent from any PersonPerson in connection with the execution and delivery of this Agreement or the consummation or performance of any of the Contemplated Transactions.

Authority; No Conflict. (a) This Agreement constitutes the legal, valid, and binding obligation of the Company and each of the Shareholders, enforceable against the Company and each of the Shareholders in accordance with its terms. The Company has Upon the absolute execution and unrestricted right, power, authority, and capacity to execute and deliver this Agreement and to perform its obligations under this Agreement. Each delivery by the appropriate Shareholders of the Shareholders has all requisite legal capacity to execute and deliver this Agreement and his Employment Agreements, the Noncompetition Agreement, if applicablethe Escrow Agreement, and to perform his obligations thereunder. This the Shareholders' Releases, the Warrant Transfer Agreements, the Registration Rights Agreement, the Earn-Out Agreement and the Employment Consulting Agreement of each Shareholder(collectively, if applicablethe "Shareholders' Closing Documents"), when executed, the Shareholders' Closing Documents will constitute the legal, valid, and binding obligations of such Shareholder Shareholders, enforceable against him Shareholders in accordance with their respective terms. (b) Neither Except as set forth in Part 4.2 of the Disclosure Letter, neither the execution and delivery of this Agreement or the Employment Agreements, nor the consummation or performance of any of the Contemplated Transactions will, directly or indirectly:indirectly (with or without notice or lapse of time): (i) contravene, conflict with, or result in (with or without notice or lapse of time) a violation or breach of (A) any provision of the organizational documents Organizational Documents of any of the CompanyAcquired Companies, or (B) any resolution adopted by the board of directors (or any Person or group of Persons exercising similar authority) or the Shareholdersstockholders of any Acquired Company; (ii) contravene, (C) any Legal Requirement conflict with, or any Order to which the Company, any Shareholder or any of the Assets may be subjectresult in a violation of, or give any Governmental Body or other Person the right (with or without notice or lapse of time) to challenge any of the Contemplated Transactions or to exercise any remedy or obtain any relief under under, any such Legal Requirement or Order; any Order to which any Acquired Company or Shareholders, or any of the assets owned or used by any Acquired Company, may be subject; (Diii) contravene, conflict with, or result in a violation of any of the terms or requirements of, or give any Governmental Body the right (with or without notice or lapse of time) to revoke, withdraw, suspend, cancel, terminate, or modify, any Governmental Authorization that is held by the any Acquired Company or that otherwise relates to the Company's business of, or any of the Assetsassets owned or used by, any Acquired Company; (iv) cause Buyer or any Acquired Company to become subject to, or to become liable for the payment of, any Tax (Eother than income and other Taxes following the Closing, but not income taxes payable by the Shareholders with respect to the sale of their shares); (v) cause any of the assets owned by any Acquired Company to be reassessed or revalued by any taxing authority or other Governmental Body; (vi) contravene, conflict with, or result in a violation or breach of any provision of, or give any Person the right (with or without notice or lapse of time) to declare a default or exercise any remedy under, including the release of any asset or property of the Company held in escrow, or to accelerate the maturity or performance of, or to cancel, terminate, or modify, any Applicable Contract;; or (ii) cause Buyer or the Company to become subject to, or to become liable for the payment of, any tax or cause any of the Assets to be reassessed or revalued by any taxing authority or other Governmental body; (iiivii) result in (with or without notice or lapse of time) the imposition or creation of any Encumbrance upon or with respect to any of the Assets; or (iv) require assets owned or used by any Acquired Company. Except as set forth in Part 4.2 of the Disclosure Letter, no Seller or Acquired Company is or will be required to give any notice to or obtain any Consent from any PersonPerson in connection with the execution and delivery of this Agreement or the consummation or performance of any of the Contemplated Transactions.

Authority; No Conflict. (a) This Agreement constitutes the legalExcept as set forth in Schedule 3.2(a), valid, and binding obligation of the Company and each of the Shareholders, enforceable against the Company and each of the Shareholders in accordance with its terms. The Company has the absolute and unrestricted right, power, authority, and capacity to execute and deliver this Agreement and to perform its obligations under this Agreement. Each of the Shareholders has all requisite legal capacity to execute and deliver this Agreement and his Employment Agreement, if applicable, and to perform his obligations thereunder. This Agreement and the Employment Agreement of each Shareholder, if applicable, when executed, will constitute the legal, valid, and binding obligations of such Shareholder enforceable against him in accordance with their respective terms. (b) Neither neither the execution and delivery of this Agreement or the Employment Agreements, nor the consummation or performance of any of the Contemplated Transactions will, directly or indirectly: (i) contravene, conflict with, or result in indirectly (with or without notice or lapse of time): (i) a violation or breach of (A) any provision of the organizational documents any of the Company, Governing Documents of Seller or (B) any resolution adopted by the board of directors (or any Person or group of Persons exercising similar authority) or the Shareholdersshareholders of Seller; (ii) to Seller's knowledge, (C) any Legal Requirement or any Order to which the Company, any Shareholder or any of the Assets may be subject, breach or give any Governmental Body or other Person the right (with or without notice or lapse of time) to challenge any of the Contemplated Transactions or to exercise any remedy or obtain any relief under any such Legal Requirement or Orderany Order to which Seller or either Shareholder, or any of the Assets, may be subject; (Diii) to Seller's Knowledge, contravene, conflict with or result in a violation or breach of any of the terms or requirements of, or give any Governmental Body the right (with or without notice or lapse of time) to revoke, withdraw, suspend, cancel, terminate, terminate or modify, any Governmental Authorization that is held by the Company Seller or that otherwise relates to the Company's Assets or to the business or any of the Assets, Seller; or (Eiv) breach any provision of, or give any Person the right (with or without notice or lapse of time) to declare a default or exercise any remedy under, including the release of any asset or property of the Company held in escrow, or to accelerate the maturity or performance of, or payment under, or to cancel, terminate, terminate or modify, any Seller Contract;. (iib) cause Buyer or the Company Except as set forth in Schedule 3.2(b), neither Seller nor any Shareholder is required to become subject to, or to become liable for the payment of, any tax or cause any of the Assets to be reassessed or revalued by any taxing authority or other Governmental body; (iii) result in (with or without notice or lapse of time) the imposition or creation of any Encumbrance upon or with respect to any of the Assets; or (iv) require give any notice to or obtain any Consent from any PersonPerson in connection with the execution and delivery of this Agreement or the consummation or performance of any of the Contemplated Transactions.

Authority; No Conflict. (a) This Agreement constitutes the legal, valid, and binding obligation of the Company and each of the ShareholdersCCB, enforceable against the Company and each of the Shareholders CCB in accordance with its terms. The Company CCB has the absolute and unrestricted right, power, authority, and capacity to execute and deliver this Agreement and to perform its their obligations under pursuant to this Agreement. Each of Agreement and CCB has the Shareholders has all requisite legal absolute and unrestricted right, power, authority, and capacity to execute and deliver this Agreement and his Employment Agreement, if applicable, and to perform his obligations thereunder. This Agreement and the Employment Agreement of each Shareholder, if applicable, when executed, will constitute the legal, valid, and binding obligations of such Shareholder enforceable against him in accordance with their respective terms. (b) Neither the execution and delivery of this Agreement or the Employment Agreements, nor the consummation or performance of any of the Contemplated Transactions by CCB will, directly or indirectly:indirectly (with or without notice or lapse of time): (i) contravene, conflict with, or result in (with or without notice or lapse of time) a violation or breach of (A) any provision of the organizational documents Organizational Documents of the CompanyCCB, or (B) any resolution adopted by the board Board of directors (or any Person or group of Persons exercising similar authority) Directors or the Shareholdersshareholders of CCB; (ii) contravene, (C) any Legal Requirement conflict with, or any Order to which the Company, any Shareholder or any of the Assets may be subjectresult in a violation of, or give any Governmental Body or other Person the right (with or without notice or lapse of time) to challenge any of the Contemplated Transactions or to exercise any remedy or obtain any relief under pursuant to, any such Legal Requirement or Order; any Order to which CCB, or any of the assets owned or used by CCB, may be subject; (Diii) contravene, conflict with, or result in a violation of any of the terms or requirements of, or give any Governmental Body the right (with or without notice or lapse of time) to revoke, withdraw, suspend, cancel, terminate, or modify, any Governmental Authorization that is held by the Company CCB or that otherwise relates to the Company's business of, or any of the Assetsassets owned or used by CCB; (iv) cause xxxxxxxxxxxxxxx.xxx or CCB to become subject to, or to become liable for the payment of, any Tax; (Ev) cause any of the assets owned by CCB to be reassessed or revalued by any taxing authority or other Governmental Body; (vi) contravene, conflict with, or result in a violation or breach of any provision of, or give any Person the right (with or without notice or lapse of time) to declare a default or exercise any remedy under, including the release of any asset or property of the Company held in escrowpursuant to, or to accelerate the maturity or performance of, or to cancel, terminate, or modify, any Applicable Contract;; or (ii) cause Buyer or the Company to become subject to, or to become liable for the payment of, any tax or cause any of the Assets to be reassessed or revalued by any taxing authority or other Governmental body; (iiivii) result in (with or without notice or lapse of time) the imposition or creation of any Encumbrance upon or with respect to any of the Assets; or (iv) require assets owned or used by CCB. CCB is not and will not be required to give any notice to or obtain any Consent from any PersonPerson in connection with the execution and delivery of this Agreement or the consummation or performance of any of the Contemplated Transactions.

Authority; No Conflict. (a) This Agreement constitutes the legal, valid, and binding obligation of the Company and each of the ShareholdersSellers, enforceable against the Company and each of the Shareholders Sellers in accordance with its terms. The Company has Upon the execution and delivery of the Employment Agreements (to which each Seller is a party) and the Sellers' Releases (collectively, the "Sellers' Closing Documents"), the Sellers' Closing Documents will constitute the legal, valid, and binding obligations of Sellers, enforceable against Sellers in accordance with their respective terms. Sellers have the absolute and unrestricted right, power, authority, and capacity to execute and deliver this Agreement and the Sellers' Closing Documents and to perform its their obligations under this Agreement. Each of the Shareholders has all requisite legal capacity to execute and deliver this Agreement and his Employment Agreement, if applicable, and to perform his obligations thereunder. This Agreement and the Employment Agreement of each Shareholder, if applicable, when executed, will constitute the legal, valid, and binding obligations of such Shareholder enforceable against him in accordance with their respective termsSellers' Closing Documents. (b) Neither Except as set forth in Part 3.2(b) of the Disclosure Letter, neither the execution and delivery of this Agreement or the Employment Agreements, nor the consummation or performance of any of the Contemplated Transactions will, directly or indirectly:indirectly (with or without notice or lapse of time): (i) contravene, conflict with, or result in (with or without notice or lapse of time) a violation or breach of (A) any provision of the organizational documents Organizational Documents of the Company, or (B) any resolution adopted by the board of directors (or any Person or group of Persons exercising similar authority) or the Shareholders, (C) any Legal Requirement or any Order to which stockholders of the Company; (ii) contravene, any Shareholder conflict with, or any of the Assets may be subjectresult in a violation of, or give any Governmental Body or other Person the right (with or without notice or lapse of time) to challenge any of the Contemplated Transactions or to exercise any remedy or obtain any relief under under, any such Legal Requirement or Order; any Order to which the Company or any Seller, or any of the assets owned or used by the Company, may be subject; (Diii) contravene, conflict with, or result in a violation of any of the terms or requirements of, or give any Governmental Body the right (with or without notice or lapse of time) to revoke, withdraw, suspend, cancel, terminate, or modify, any Governmental Authorization that is held by the Company or that otherwise relates to the Company's business of, or any of the Assetsassets owned or used by, the Company; (iv) contravene, conflict with, or (E) result in a violation or breach of any provision of, or give any Person the right (with or without notice or lapse of time) to declare a default or exercise any remedy under, including the release of any asset or property of the Company held in escrow, or to accelerate the maturity or performance of, or to cancel, terminate, or modify, any Applicable Contract;; or (ii) cause Buyer or the Company to become subject to, or to become liable for the payment of, any tax or cause any of the Assets to be reassessed or revalued by any taxing authority or other Governmental body; (iiiv) result in (with or without notice or lapse of time) the imposition or creation of any Encumbrance upon or with respect to any of the Assets; or (ivassets owned or used by the Company. Except as set forth in Part 3.2(b) require of the Disclosure Letter, no Seller or the Company is or will be required to give any notice to or obtain any Consent from any PersonPerson in connection with the execution and delivery of this Agreement or the consummation or performance of any of the Contemplated Transactions.

Authority; No Conflict. (a) This Agreement constitutes the legal, valid, and binding obligation of the Company and each of the ShareholdersSeller, enforceable against the Company and each of the Shareholders Seller in accordance with its terms. The Company Upon the execution and delivery by Seller of the Seller's Releases, and the Noncompetition Agreements (collectively, the "Seller's Closing Documents"), the Seller's Closing Documents will constitute the legal, valid, and binding obligations of Seller, enforceable against Seller in accordance with their respective terms. Seller has the absolute and unrestricted right, power, authority, and capacity to execute and deliver this Agreement and the Seller's Closing Documents and to perform its their obligations under this Agreement. Each of the Shareholders has all requisite legal capacity to execute and deliver this Agreement and his Employment Agreement, if applicable, and to perform his obligations thereunder. This Agreement and the Employment Agreement of each Shareholder, if applicable, when executed, will constitute the legal, valid, and binding obligations of such Shareholder enforceable against him in accordance with their respective termsSeller's Closing Documents. (b) Neither Except as set forth in Part 3.2 of the Disclosure Letter, neither the execution and delivery of this Agreement or the Employment Agreements, nor the consummation or performance of any of the Contemplated Transactions will, directly or indirectly:indirectly (with or without notice or lapse of time): (i) contravene, conflict with, or result in (with or without notice or lapse of time) a violation or breach of (A) any provision of the organizational documents Organizational Documents of the Acquired Company, or (B) any resolution adopted by the board of directors (or any Person or group of Persons exercising similar authority) or the Shareholders, (C) any Legal Requirement or any Order to which the Company, any Shareholder or any participants of the Assets may be subjectAcquired Company; (ii) contravene, conflict with, or result in a violation of, or give any Governmental Body or other Person the right (with or without notice or lapse of time) to challenge any of the Contemplated Transactions or to exercise any remedy or obtain any relief under under, any such Legal Requirement or Order; any Order to which the Acquired Company or Seller, or any of the assets owned or used by the Acquired Company, may be subject; (Diii) contravene, conflict with, or result in a violation of any of the terms or requirements of, or give any Governmental Body the right (with or without notice or lapse of time) to revoke, withdraw, suspend, cancel, terminate, or modify, any Governmental Authorization that is held by the Acquired Company or that otherwise relates to the Company's business of, or any of the Assetsassets owned or used by, the Acquired Company; (iv) cause Buyer or the Acquired Company to become subject to, or to become liable for the payment of, any Tax; (Ev) cause any of the assets owned by the Acquired Company to be reassessed or revalued by any taxing authority or other Governmental Body; (vi) contravene, conflict with, or result in a violation or breach of any provision of, or give any Person the right (with or without notice or lapse of time) to declare a default or exercise any remedy under, including the release of any asset or property of the Company held in escrow, or to accelerate the maturity or performance of, or to cancel, terminate, or modify, any Applicable Contract;; or (ii) cause Buyer or the Company to become subject to, or to become liable for the payment of, any tax or cause any of the Assets to be reassessed or revalued by any taxing authority or other Governmental body; (iiivii) result in (with or without notice or lapse of time) the imposition or creation of any Encumbrance upon or with respect to any of the Assets; or (iv) require assets owned or used by the Acquired Company. Except as set forth in Part 3.2 of the Disclosure Letter, the Seller or the Acquired Company is not or will not be required to give any notice to or obtain any Consent from any PersonPerson in connection with the execution and delivery of this Agreement or the consummation or performance of any of the Contemplated Transactions, including specifically but not limited to the Company's rights to engage in commercial mining at Lichkvaz - Tey and Terterasar license areas as well as to operate an associated plant there, including the sale of their products domestically and for export.

Authority; No Conflict. (a) This Agreement constitutes the legal, valid, and binding obligation of the Company and each of the ShareholdersSellers and the Company, enforceable against Sellers and the Company and each of the Shareholders Company, in accordance with its terms. The Company has Upon the execution and delivery by Sellers of the Employment Agreement, and the Non-competition Agreements (collectively, the "Sellers' Closing Documents"), the Sellers' Closing Documents will constitute the legal, valid, and binding obligations of Sellers, enforceable against Sellers in accordance with their respective terms. Sellers have the absolute and unrestricted right, power, authority, and capacity to execute and deliver this Agreement and the Sellers' Closing Documents and to perform its their obligations under this Agreement. Each of the Shareholders has all requisite legal capacity to execute and deliver this Agreement and his Employment Agreement, if applicable, and to perform his obligations thereunder. This Agreement and the Employment Agreement of each Shareholder, if applicable, when executed, will constitute the legal, valid, and binding obligations of such Shareholder enforceable against him in accordance with their respective termsSellers' Closing Documents. (b) Neither Except as set forth in Part 3.2 of the Disclosure Letter, the execution and delivery of this Agreement or the Employment Agreements, nor and/or the consummation or performance of any of the Contemplated Transactions willwill not, directly or indirectly:indirectly (with or without notice or lapse of time): (i) contravene, conflict with, or result in (with or without notice or lapse of time) a violation or breach of (A) any provision of the organizational documents Organizational Documents of the CompanyAcquired Companies, or (B) any resolution adopted by the board of directors (or any Person or group of Persons exercising similar authority) or the Shareholdersstockholders of any Acquired Company; (ii) contravene, (C) any Legal Requirement conflict with, or any Order to which the Company, any Shareholder or any of the Assets may be subjectresult in a violation of, or give any Governmental Body or other Person the right (with or without notice or lapse of time) to challenge any of the Contemplated Transactions or to exercise any remedy or obtain any relief under under, any such Legal Requirement or Order; any Order to which any Acquired Company or either Seller, or any of the assets owned or used by any Acquired Company, may be subject; (Diii) contravene, conflict with, or result in a violation of any of the terms or requirements of, or give any Governmental Body the right (with or without notice or lapse of time) to revoke, withdraw, suspend, cancel, terminate, or modify, any Governmental Authorization that is held by the any Acquired Company or that otherwise relates to the Company's business of, or any of the Assetsassets owned or used by, any Acquired Company; (iv) cause Buyer or any Acquired Company to become subject to, or to become liable for the payment of, any Tax; (Ev) cause any of the assets owned by any Acquired Company to be reassessed or revalued by any taxing authority or other Governmental Body; (vi) contravene, conflict with, or result in a violation or breach of any provision of, or give any Person the right (with or without notice or lapse of time) to declare a default or exercise any remedy under, including the release of any asset or property of the Company held in escrow, or to accelerate the maturity or performance of, or to cancel, terminate, or modify, any Applicable Contract;; or (ii) cause Buyer or the Company to become subject to, or to become liable for the payment of, any tax or cause any of the Assets to be reassessed or revalued by any taxing authority or other Governmental body; (iiivii) result in (with or without notice or lapse of time) the imposition or creation of any Encumbrance upon or with respect to any of the Assets; or (iv) require assets owned or used by any Acquired Company. Except as set forth in Part 3.2 of the Disclosure Letter, no Seller or Acquired Company is or will be required to give any notice to or obtain any Consent from any PersonPerson in connection with the execution and delivery of this Agreement or the consummation or performance of any of the Contemplated Transactions. (c) Sellers are acquiring the Promissory Notes for their own account and not with a view to their distribution within the meaning of Section 2(11) of the Securities Act. Each Seller is an "accredited investor" as such term is defined in Rule 501(a) under the Securities Act.

Authority; No Conflict. (a) This Agreement constitutes the legal, valid, and binding obligation of the Company and each of the Shareholders, enforceable against the Company and each of the Shareholders in accordance with its terms. The Company QuatRx has the absolute and unrestricted right, power, authority, authority and capacity to execute and deliver this Agreement and the Transaction Documents to which it is or will become a party, to consummate the Exchange and the other transactions contemplated hereby and thereby and to perform its obligations under this Agreement. Each of the Shareholders has all requisite legal capacity to execute and deliver this Agreement and his Employment Agreement, if applicable, and the Transaction Documents to perform his obligations thereunderwhich it is or will become a party. This Agreement has been duly authorized and the Employment Agreement of each Shareholderapproved, if applicable, when executed, will constitute executed and delivered by QuatRx and constitutes the legal, validvalid and binding obligation of QuatRx, enforceable against QuatRx in accordance with its terms. Upon the authorization and approval, execution and delivery by QuatRx of the Transaction Documents to which it is or will become a party, such Transaction Documents will constitute legal, valid and binding obligations of such Shareholder QuatRx, enforceable against him QuatRx in accordance with their respective its terms. (b) Neither the execution and delivery of this Agreement or the Employment Agreements, any Transaction Document by QuatRx nor the consummation or performance of any by QuatRx of the Contemplated Transactions Exchange or any other transaction contemplated hereby or thereby will, directly or indirectly: (i) contravene, conflict with, or result in indirectly (with or without notice or lapse of timetime or both): (i) contravene, conflict with or result in a violation or breach of (A) any provision of the organizational documents Organizational Documents of the CompanyQuatRx, (B) any resolution adopted by the board of directors (or any Person or group of Persons exercising similar authority) or the Shareholdersstockholders of QuatRx, (C) any Legal Requirement legal requirement or any Order Order, award, decision, settlement or process to which the Company, any Shareholder QuatRx or any of the Assets assets or properties owned or used by QuatRx may be subject, or give any Governmental Body or other Person the right (with or without notice or lapse of time) to challenge any of the Contemplated Transactions or to exercise any remedy or obtain any relief under any such Legal Requirement or Order; (D) any of the terms or requirements of, or give any Governmental Body the right (with or without notice or lapse of time) to revoke, withdraw, suspend, cancel, terminate, or modify, any Governmental Authorization Permit that is held by the Company or that otherwise relates to the Company's business or any of the Assets, or (E) any provision of, or give any Person the right (with or without notice or lapse of time) to declare a default or exercise any remedy under, including the release of any asset or property of the Company held in escrow, or to accelerate the maturity or performance of, or to cancel, terminate, or modify, any ContractQuatRx; (ii) cause Buyer result in a breach of or the Company constitute a default, give rise to become subject toa right of termination, cancellation or acceleration, create any entitlement to any payment or benefit, or require the consent, authorization or approval of or any notice to become liable for or filing with any third Person under any material Contract to which QuatRx is a party or to which its assets or properties are bound, or require the payment ofconsent, authorization or approval of or any tax notice to or cause filing with any of the Assets Governmental Authority to be reassessed which QuatRx or revalued by any taxing authority its assets or other Governmental body;properties is subject; or (iii) result in (with or without notice or lapse of time) the imposition or creation of any Encumbrance or Lien upon or with respect to any of the Assets; or (iv) require any notice to assets or Consent from any Personproperties owned or used by QuatRx.

Authority; No Conflict. (a) This Agreement constitutes the legal, valid, and binding obligation of the Company and each of the ShareholdersSellers, enforceable against the Company and each of the Shareholders Sellers in accordance with its terms. The Company has Upon the execution and delivery by Sellers of the Employment Agreement, the Sellers' Releases, and the Noncompetition Agreements (collectively, the "Sellers' Closing Documents"), the Sellers' Closing Documents will constitute the legal, valid, and binding obligations of Sellers, enforceable against Sellers in accordance with their respective terms. Sellers have the absolute and unrestricted right, power, authority, and capacity to execute and deliver this Agreement and the Sellers' Closing Documents and to perform its their obligations under this Agreement. Each of the Shareholders has all requisite legal capacity to execute and deliver this Agreement and his Employment Agreement, if applicable, and to perform his obligations thereunder. This Agreement and the Employment Agreement of each Shareholder, if applicable, when executed, will constitute the legal, valid, and binding obligations of such Shareholder enforceable against him in accordance with their respective termsSellers' Closing Documents. (b) Neither Except as set forth in Part 3.2 of the Disclosure Letter, neither the execution and delivery of this Agreement or the Employment Agreements, nor the consummation or performance of any of the Contemplated Transactions will, directly or indirectly:indirectly (with or without notice or lapse of time): (i) contravene, conflict with, or result in (with or without notice or lapse of time) a violation or breach of (A) any provision of the organizational documents Organizational Documents of the CompanyAcquired Companies, or (B) any resolution adopted by the board of directors (or any Person or group of Persons exercising similar authority) or the Shareholdersshareholders of any Acquired Company; (ii) contravene, (C) any Legal Requirement conflict with, or any Order to which the Company, any Shareholder or any of the Assets may be subjectresult in a violation of, or give any Governmental Body or other Person the right (with or without notice or lapse of time) to challenge any of the Contemplated Transactions or to exercise any remedy or obtain any relief under under, any such Legal Requirement or Order; any Order to which any Acquired Company or either Seller, or any of the assets owned or used by any Acquired Company, may be subject; (Diii) contravene, conflict with, or result in a violation of any of the terms or requirements of, or give any Governmental Body the right (with or without notice or lapse of time) to revoke, withdraw, suspend, cancel, terminate, or modify, any Governmental Authorization that is held by the any Acquired Company or that otherwise relates to the Company's business of, or any of the Assetsassets owned or used by, any Acquired Company; (iv) cause Buyer or any Acquired Company to become subject to, or to become liable for the payment of, any Tax; (Ev) cause any of the assets owned by any Acquired Company to be reassessed or revalued by any taxing authority or other Governmental Body; (vi) contravene, conflict with, or result in a violation or breach of any provision of, or give any Person the right (with or without notice or lapse of time) to declare a default or exercise any remedy under, including the release of any asset or property of the Company held in escrow, or to accelerate the maturity or performance of, or to cancel, terminate, or modify, any Applicable Contract;; or (ii) cause Buyer or the Company to become subject to, or to become liable for the payment of, any tax or cause any of the Assets to be reassessed or revalued by any taxing authority or other Governmental body; (iiivii) result in (with or without notice or lapse of time) the imposition or creation of any Encumbrance upon or with respect to any of the Assets; or (iv) require assets owned or used by any Acquired Company. Except as set forth in Part 3.2 of the Disclosure Letter, no Seller or Acquired Company is or will be required to give any notice to or obtain any Consent from any PersonPerson in connection with the execution and delivery of this Agreement or the consummation or performance of any of the Contemplated Transactions.

Authority; No Conflict. (a) This Agreement constitutes the legal, valid, and binding obligation Each of the Company and each of the Shareholders, enforceable against the Company and each of the Shareholders in accordance with its terms. The Company Sellers has the absolute and unrestricted right, power, authority, power and capacity authority to execute and deliver this Agreement and to perform its obligations under this Agreementhereunder. Each All corporate and other actions and proceedings to be taken by or on the part of each Seller, the Shareholders has all requisite legal capacity Stockholder or its Subsidiaries to execute authorize and deliver permit the execution and delivery by each Seller of this Agreement and his Employment Agreementthe instruments required to be executed and delivered by each Seller pursuant hereto, if applicablethe performance by each Seller of the obligations hereunder and the consummation by each Seller of the transactions contemplated herein, have been duly and to perform his obligations thereunderproperly taken. This Agreement has been duly executed and the Employment Agreement of delivered by each Shareholder, if applicable, when executed, will constitute Seller and constitutes the legal, valid, valid and binding obligations obligation of such Shareholder each Seller, enforceable against him each Seller in accordance with their respective its terms. (b) Neither Except as set forth in Part 3.2 of the Disclosure Letter, neither the execution and delivery of this Agreement or the Employment Agreements, nor the consummation or performance of any of the Contemplated Transactions will, directly or indirectly: indirectly (with or without notice or lapse of time): (i) contravene, conflict with, or result in (with or without notice or lapse of time) a violation or breach of (A) any provision of the organizational documents Organizational Documents of the Companyany Seller, or (B) any resolution adopted by the board of directors (or any Person or group of Persons exercising similar authority) or the Shareholdersstockholders of any Seller; (ii) contravene, (C) any Legal Requirement conflict with, or any Order to which the Company, any Shareholder or any of the Assets may be subjectresult in a violation of, or give any Governmental Body or other Person the right (with or without notice or lapse of time) to challenge any of the Contemplated Transactions or to exercise any remedy or obtain any relief under under, any such Legal Requirement or Order; (D) any of the terms or requirements ofOrder to which any Seller, or give any Governmental Body the right (with or without notice or lapse of time) to revoke, withdraw, suspend, cancel, terminate, or modify, any Governmental Authorization that is held by the Company or that otherwise relates to the Company's business or any of the Assetsassets owned or used by any Seller, may be subject; (iii) contravene, conflict with, or (E) result in a violation or breach of any provision of, or give any Person the right (with or without notice or lapse of time) to declare a default or exercise any remedy under, including the release of any asset or property of the Company held in escrow, or to accelerate the maturity or performance of, or to cancel, terminate, or modify, any Contract; Applicable Contract (ii) cause Buyer or the Company to become subject to, or to become liable for the payment of, any tax or cause any of the Assets to be reassessed or revalued by any taxing authority or other Governmental body; (iiiiv) result in (with or without notice or lapse of time) the imposition or creation of any Encumbrance upon or with respect to any of the Assetsassets owned or used by any Seller; oror (v) entitle any employee or other person to severance or other payments by any Seller or create any other obligation to an employee or other person, including any increase in benefits. (ivc) require Except as set forth in Part 3.2 of the Disclosure Letter, no Seller will be required to give any notice to to, make any filing with, or obtain any Consent from any PersonGovernmental Body or to obtain any material Consents from any nongovernmental Person in connection with the execution and delivery of this Agreement or the consummation or performance of any of the Contemplated Transactions.

Authority; No Conflict. (a) This Agreement constitutes and the legalother Transaction Documents to which the Sellers or the Subject Companies are a party (the "Sellers' Closing Documents") have been duly executed and delivered by the Sellers and the Subject Companies, validto the extent that they are a party thereto, and binding obligation of the Company and each of the Shareholders, enforceable against the Company and each of the Shareholders in accordance with its terms. The Company has the absolute and unrestricted right, power, authority, and capacity to execute and deliver this Agreement and to perform its obligations under this Agreement. Each of the Shareholders has all requisite legal capacity to execute and deliver this Agreement and his Employment Agreement, if applicable, and to perform his obligations thereunder. This Agreement and the Employment Agreement of each Shareholder, if applicable, when executed, will constitute the legal, valid, and binding obligations of such Shareholder the Sellers and/or the Subject Companies, as the case may be, enforceable against him the Sellers and/or the Subject Companies in accordance with their respective terms, in each case except as such enforceability may be limited by (i) bankruptcy, insolvency, moratorium, reorganization and other similar laws affecting creditors' rights generally and (ii) the general principles of equity, regardless of whether asserted in a proceeding in equity or at law. The Sellers and the Subject Companies have all requisite power, authority and capacity to execute and deliver this Agreement and the Sellers' Closing Documents and to perform their respective obligations under this Agreement and the Sellers' Closing Documents. (b) Neither Except as set forth in Schedule 5.2, neither the execution and delivery of this Agreement or and the Employment Agreements, Sellers' Closing Documents nor the consummation or performance of any of the Contemplated Transactions will, directly or indirectly: (i) contravene, conflict with, or result in indirectly (with or without notice or lapse of time): (i) contravene, conflict with or result in a violation or breach of (A) any provision of the organizational documents Organizational Documents of any of the Company, Subject Companies or (B) any resolution adopted by the board of directors (or any Person or group of Persons exercising similar authority) or the Shareholders, (C) any Legal Requirement or any Order to which the Company, any Shareholder or any of the Assets may be subjectSubject Companies or the shareholders or other equity owners of any of the Subject Companies; (ii) contravene, conflict with or result in a violation of, or give any Governmental Body or other Person the right (with or without notice or lapse of time) to challenge any of the Contemplated Transactions or to exercise any remedy or obtain any relief under under, any such Legal Requirement or Order; any Order to which any of the Subject Companies or any of the assets owned or used by any of the Subject Companies, may be subject; (Diii) contravene, conflict with or result in a violation of any of the terms or requirements of, or give any Governmental Body the right (with or without notice or lapse of time) to revoke, withdraw, suspend, cancel, terminate, terminate or modify, any Governmental Authorization that is held by any of the Company Subject Companies or that otherwise relates to the Company's business of, or any of the Assetsassets owned or used by, or (E) any provision of, or give any Person the right (with or without notice or lapse of time) to declare a default or exercise any remedy under, including the release of any asset or property of the Company held in escrow, or to accelerate the maturity or performance of, or to cancel, terminate, or modify, any Contract; (ii) cause Buyer or the Company to become subject to, or to become liable for the payment of, any tax or cause any of the Assets to be reassessed or revalued by any taxing authority or other Governmental bodySubject Companies; (iii) result in (with or without notice or lapse of time) the imposition or creation of any Encumbrance upon or with respect to any of the Assets; or (iv) require any notice to or Consent from any Person.

Authority; No Conflict. (a) The execution, delivery and performance of this Agreement by the Company and the consummation of the transactions contemplated hereby have been duly and validly authorized by all requisite action, and, no action on its part is necessary to authorize the execution, delivery or performance of this Agreement. This Agreement constitutes the legal, valid, and binding obligation of the Company and each of the ShareholdersCompany, enforceable against the Company and each of the Shareholders in accordance with its terms. The Company has , subject to bankruptcy, insolvency, reorganization, moratorium and other similar Laws relating to the absolute and unrestricted right, power, authority, and capacity to execute and deliver this Agreement and to perform its obligations under this Agreement. Each rights of the Shareholders has all requisite legal capacity to execute and deliver this Agreement and his Employment Agreement, if applicable, and to perform his obligations thereunder. This Agreement and the Employment Agreement of each Shareholder, if applicable, when executed, will constitute the legal, valid, and binding obligations of such Shareholder enforceable against him in accordance with their respective termscreditors generally. (b) Neither Except for any consents and notices specified in Schedule 3.2(b), neither the execution execution, delivery and delivery performance of this Agreement or by the Employment Agreements, Company nor the consummation or performance of any of the Contemplated Transactions will, directly or indirectly: Acquisition (i) contravene, will (w) conflict with, or result in (any breach of, or constitute a default, or an event that, with or without notice or lapse of timetime or both, would constitute a default, under any the terms, conditions or provisions of the Organizational Documents of any Acquired Company, (x) a violation conflict with or breach of (A) violate any provision of the organizational documents Law or Order of the Company, (B) any resolution adopted by the board of directors (court or any Person or group of Persons exercising similar authority) or the Shareholders, (C) any Legal Requirement or any Order other governmental agency to which the Company, any Shareholder Acquired Company is subject or any of the Assets may be their respective properties or assets are subject, or give (y) require any Governmental Body consent of or other action by any Person the right (under, constitute a default or an event that, with or without notice or lapse of time) to challenge any time or both, would constitute a default under, or cause or permit termination, cancellation, acceleration or result in a breach or violation of the Contemplated Transactions or to exercise any remedy or obtain any relief under any such Legal Requirement or Order; (D) any of the terms or requirements of, or give other change of any Governmental Body right or obligation or the right loss of any benefit under, any provision of any material agreement or any indenture, mortgage, loan agreement, lease or other agreement or instrument to which any Acquired Company is a party (with including any Material Contract or without notice any material Permit) or lapse of time) to revoke, withdraw, suspend, cancel, terminateby which it is bound, or modify, (z) result in the creation or imposition of any Governmental Authorization that is held by the Company or that otherwise relates to the Company's business or Encumbrances other than Permitted Encumbrances on any assets of any of the Assets, or (E) any provision of, or give any Person the right (with or without notice or lapse of time) to declare a default or exercise any remedy under, including the release of any asset or property of the Company held in escrow, or to accelerate the maturity or performance of, or to cancel, terminate, or modify, any Contract; Acquired Companies; and (ii) cause Buyer will result in the suspension, revocation, impairment, forfeiture or the Company to become subject to, non-renewal of any license or to become liable permit necessary for the payment of, any tax or cause any operation of the Assets to be reassessed Acquired Companies, except in the case of clauses (y) and (z), as would not have, individually or revalued by any taxing authority or other Governmental body; (iii) result in (with or without notice or lapse of time) the imposition or creation of any Encumbrance upon or with respect to any of the Assets; or (iv) require any notice to or Consent from any Personaggregate, a Material Adverse Effect.

Authority; No Conflict. (a) This Agreement constitutes the legal, valid, and binding obligation of the Company and each Shareholders of the ShareholdersR&R, enforceable against the Company and each Shareholders of the Shareholders R&R in accordance with its terms. Upon the execution and delivery by the Shareholders of R&R' Closing Documents will constitute the legal, valid, and binding obligations of the Shareholders of R&R, enforceable against the Shareholders of R&R in accordance with their respective terms. The Company has Shareholders of R&R have the absolute and unrestricted right, power, authority, and capacity to execute and deliver this Agreement and the Shareholders of R&R' Closing Documents and to perform its their obligations under this Agreement. Each of the Shareholders has all requisite legal capacity to execute and deliver this Agreement and his Employment Agreement, if applicable, and to perform his obligations thereunder. This Agreement and the Employment Agreement Shareholders of each Shareholder, if applicable, when executed, will constitute the legal, valid, and binding obligations of such Shareholder enforceable against him in accordance with their respective termsR&R' Closing Documents. (b) Neither Except as set forth in Part 3.2 of the Disclosure Schedule, neither the execution and delivery of this Agreement or the Employment Agreements, nor the consummation or performance of any of the Contemplated Transactions contemplated transactions will, directly or indirectly:indirectly (with or without notice or lapse of time): (i) contravene, conflict with, or result in (with or without notice or lapse of time) a violation or breach of (A) any provision of the organizational documents of the Acquired Company, or (B) any resolution adopted by the board of directors (or any Person or group of Persons exercising similar authority) or the Shareholdersstockholders of any Acquired Company; (ii) contravene, (C) any Legal Requirement conflict with, or any Order to which the Company, any Shareholder or any of the Assets may be subjectresult in a violation of, or give any Governmental Body governmental authority or other Person the right (with or without notice or lapse of time) to challenge any of the Contemplated Transactions contemplated transactions or to exercise any remedy or obtain any relief under under, any such Legal Requirement law or Order; court order to which either Acquired Company or either of the Shareholders of R&R, or any of the assets owned or used by any Acquired Company, may be subject; (Diii) contravene, conflict with, or result in a violation of any of the terms or requirements of, or give any Governmental Body governmental authority the right (with or without notice or lapse of time) to revoke, withdraw, suspend, cancel, terminate, or modify, any Governmental Authorization governmental authorization that is held by the any Acquired Company or that otherwise relates to the Company's business of, or any of the Assetsassets owned or used by, any Acquired Company; (iv) cause XRG or any Acquired Company to become subject to, or to become liable for the payment of, any tax; (Ev) cause any of the assets owned by any Acquired Company to be reassessed or revalued by any taxing authority; (vi) contravene, conflict with, or result in a violation or breach of any provision of, or give any Person the right (with or without notice or lapse of time) to declare a default or exercise any remedy under, including the release of any asset or property of the Company held in escrow, or to accelerate the maturity or performance of, or to cancel, terminate, or modify, any Contract;contract to which the acquired Company is a party; or (ii) cause Buyer or the Company to become subject to, or to become liable for the payment of, any tax or cause any of the Assets to be reassessed or revalued by any taxing authority or other Governmental body; (iiivii) result in (with or without notice or lapse of time) the imposition or creation of any Encumbrance encumbrance upon or with respect to any of the Assets; or (iv) require assets owned or used by any Acquired Company. Except as set forth in Part 3.2 of the Disclosure Schedule, neither the Shareholders of R&R nor the Acquired Company is or will be required to give any notice to or Consent obtain any consent from any PersonPerson in connection with the execution and delivery of this Agreement or the consummation or performance of any of the transactions hereunder.

Authority; No Conflict. (a) This Agreement constitutes the legal, valid, and binding obligation of the Company and each of the ShareholdersSeller, enforceable against the Company and each of the Shareholders Seller in accordance with its terms. The Company documents delivered by Seller will constitute the legal, valid, and binding obligations of Seller, enforceable against Seller in accordance with their respective terms. Seller has the absolute and unrestricted right, power, authority, and capacity to execute and deliver this Agreement and the Ancillary Documents to perform its obligations under this Agreement. Each of the Shareholders has all requisite legal capacity to execute and deliver this Agreement and his Employment Agreement, if applicablewhich he is a party, and to perform his obligations hereunder and thereunder. The execution, delivery and performance of this Agreement and the Ancillary Documents to which Seller is or shall be a party have been duly authorized by all necessary action on the part of Seller. This Agreement and the Employment Agreement of each Shareholder, if applicable, when executed, will constitute the legal, valid, Ancillary Documents have been duly executed and binding obligations of such Shareholder enforceable against him in accordance with their respective termsdelivered by Seller who is a party thereto. (b) Neither Except as set forth on Schedule 3.2(b), neither the execution and nor delivery of this Agreement or and the Employment Agreements, Ancillary Documents nor the consummation or performance of any of the Contemplated Transactions contemplated transactions will, directly or indirectly: (i) contravene, conflict with, or result in (with or without notice or lapse of time) a violation or breach of (A) any provision of the organizational documents of the Company, or (B) any resolution adopted by the board of directors (or any Person or group of Persons exercising similar authority) or the Shareholders, (C) any Legal Requirement or any Order to which the shareholders of Company, any Shareholder or any of the Assets may be subject, or give any Governmental Body or other Person the right (with or without notice or lapse of time) to challenge any of the Contemplated Transactions or to exercise any remedy or obtain any relief under any such Legal Requirement or Order; (D) any of the terms or requirements of, or give any Governmental Body the right (with or without notice or lapse of time) to revoke, withdraw, suspend, cancel, terminate, or modify, any Governmental Authorization that is held by the Company or that otherwise relates to the Company's business or any of the Assets, or (E) any provision of, or give any Person the right (with or without notice or lapse of time) to declare a default or exercise any remedy under, including the release of any asset or property of the Company held in escrow, or to accelerate the maturity or performance of, or to cancel, terminate, or modify, any Contract; (ii) cause Buyer or the Company to become subject tocontravene, conflict with, or to become liable for the payment result in a breach or violation of, any tax or constitute a default under (or an event which, with or without notice, lapse of time or both, could constitute a default) or result in the invalidity of, or accelerate the performance required by or cause or give rise to any right of acceleration or termination of any right or obligation pursuant to any agreement or commitment to which Seller or Company, is a party or by which Seller or Company (or any of the Assets to be reassessed their respective assets or revalued by any taxing authority properties) is subject or other Governmental bodybound; (iii) result in (with the creation of, or without notice or lapse of time) give any third party the imposition or creation of right to create, any Encumbrance upon the Shares or any assets or properties of Seller or Company; (iv) conflict with respect any Applicable Laws to which Seller or Company or any assets or properties of any of the Assetsforegoing are subject; (v) terminate or modify, or give any third party the right to terminate or modify, the provisions or terms of any contract or agreement to which Seller or Company is a party or by which Seller or Company, (or any of their respective assets or properties) is subject or bound; (vi) require Seller or Company to obtain any Consent; or (ivvii) require result in or give to any notice Person any additional rights or entitlement to increased, additional, accelerated or Consent from guaranteed payments under any Personcontract or agreement to which Seller or Company is a party or by which any of their respective assets or properties is subject or bound.

Authority; No Conflict. (a) This Agreement constitutes the legal, valid, and binding obligation of the Company and each of the ShareholdersSeller, enforceable against the Company and each of the Shareholders Seller in accordance with its terms. The Company Seller has the absolute and unrestricted right, power, authority, and capacity to execute and deliver this Agreement and to perform its obligations under this Agreement. Each of the Shareholders has all requisite legal capacity to execute and deliver this Agreement and his Employment Agreement, if applicable, and to perform his obligations thereunder. This Agreement and the Employment Agreement of each Shareholder, if applicable, when executed, will constitute the legal, valid, and binding obligations of such Shareholder enforceable against him in accordance with their respective terms. (b) Neither Except as set forth in Part 3.2 of the Disclosure Letter, neither the execution and delivery of this Agreement or the Employment Agreements, nor the consummation or performance of any of the Contemplated Transactions will, directly or indirectly:indirectly (with or without notice or lapse of time): (i) contravene, conflict with, or result in (with or without notice or lapse of time) a violation or breach of (A) any provision of the organizational documents Organizational Documents of the Company, or (B) any resolution adopted by the board of directors (or any Person or group of Persons exercising similar authority) or the Shareholders, (C) any Legal Requirement or any Order to which stockholder of the Company; (ii) contravene, any Shareholder conflict with, or any of the Assets may be subjectresult in a violation of, or give any Governmental Body or other Person the right (with or without notice or lapse of time) to challenge any of the Contemplated Transactions or to exercise any remedy or obtain any relief under under, any such Legal Requirement or Order; any Order to which the Company, or any of the assets owned or used by the Company, may be subject; (Diii) contravene, conflict with, or result in a violation of any of the terms or requirements of, or give any Governmental Body the right (with or without notice or lapse of time) to revoke, withdraw, suspend, cancel, terminate, or modify, any Governmental Authorization that is held by the Company or that otherwise relates to the Company's business of, or any of the Assetsassets owned or used by, or (E) any provision of, or give any Person the right (with or without notice or lapse of time) to declare a default or exercise any remedy under, including the release of any asset or property of the Company held in escrow, or to accelerate the maturity or performance of, or to cancel, terminate, or modify, any ContractCompany; (iiiv) cause Buyer or the Company to become subject to, or to become liable for the payment of, any tax or Tax; (v) cause any of the Assets assets owned by the Company to be reassessed or revalued by any taxing authority or other Governmental bodyBody; (iiivi) contravene, conflict with, or result in a violation or breach of any provision of, or give any Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate, or modify, any Applicable Contract; or (vii) result in (with or without notice or lapse of time) the imposition or creation of any Encumbrance upon or with respect to any of the Assets; or (iv) require assets owned or used by the Company. Except as set forth in Part 3.2 of the Disclosure Letter, neither Seller nor the Company is or will be required to give any notice to or obtain any Consent from any PersonPerson in connection with the execution and delivery of this Agreement or the consummation or performance of any of the Contemplated Transactions. (c) Seller is acquiring the Buyer's Shares for their own account and not with a view to their distribution within the meaning of Section 2(11) of the Securities Act.

Authority; No Conflict. (a) This Agreement constitutes and the other documents required to be delivered at the Closing (collectively, the "Transaction Documents") to which any of the Company or the Stockholder (each, a "Seller Party") is a party have been or will be at Closing duly executed and delivered by the applicable Seller Party or Parties, and each constitutes, or will constitute at Closing, the legal, valid, and binding obligation obligations of the Company and each of applicable Seller Party or Parties, as the Shareholderscase may be, enforceable against the Company and each of the Shareholders applicable Seller Party or Parties in accordance with its their respective terms, in each case except as such enforceability may be limited by (i) applicable bankruptcy, insolvency, moratorium, reorganization and other similar laws affecting creditors' rights generally, and (ii) general principles of equity, regardless of whether asserted in a proceeding in equity or at law. The Company Each Seller Party has the absolute and unrestricted right, all requisite power, authority, authority and capacity to execute and deliver this Agreement and the Transaction Documents to which such Seller Party is a party and to perform its such Seller Party's respective obligations under this Agreement. Each of the Shareholders has all requisite legal capacity to execute and deliver this Agreement and his Employment Agreement, if applicable, and to perform his obligations thereunder. This Agreement and the Employment Agreement of each Shareholder, if applicable, when executed, will constitute the legal, valid, and binding obligations of Transaction Documents to which such Shareholder enforceable against him in accordance with their respective termsSeller Party is a party. (b) Neither Except as set forth on Schedule 3.2, neither the execution and delivery of this Agreement or the Employment Agreements, Transaction Documents to which any Seller Party is a party nor the consummation or performance of any of the Contemplated Transactions will, directly or indirectly: (i) contravene, conflict with, or result in indirectly (with or without notice or lapse of timetime or both): (i) contravene, conflict with or result in a violation or breach of (A) any provision of the organizational documents Organizational Documents of the Company, or (B) any resolution or other action adopted or taken by the board of directors (or any Person or group of Persons exercising similar authority) or the Shareholders, (C) any Legal Requirement or any Order to which stockholders of the Company; (ii) contravene, any Shareholder conflict with or any of the Assets may be subjectresult in a violation of, or give any Governmental Body or other Person the right (with or without notice or lapse of time) to challenge any of the Contemplated Transactions or to exercise any remedy or obtain any relief under under, any such Legal Requirement Law or Order; any Order to which the Company, the Stockholder or any of the Purchased Assets or Assigned Contracts may be subject; (Diii) contravene, conflict with or result in a violation of any of the terms or requirements of, or give any Governmental Body the right (with or without notice or lapse of time) to revoke, withdraw, suspend, cancel, terminate, terminate or modify, any Governmental Authorization that is held by the Company or that otherwise relates to the Company's business or any of the AssetsBusiness; (iv) contravene, conflict with, or (E) result in a violation or breach of, any provision of, or give any Person the right (with or without notice or lapse of time) to declare a default or exercise any remedy under, including the release of any asset or property of the Company held in escrow, or to accelerate the maturity or performance of, or to cancel, terminate, terminate or modify, any Contract; (ii) cause Buyer or Contract to which the Company to become subject to, is a party or to become liable for by which the payment of, any tax or cause any of the Assets to be reassessed or revalued by any taxing authority or other Governmental body; (iii) result in (with or without notice or lapse of time) the imposition or creation of any Encumbrance upon or with respect to any of the AssetsCompany is bound; or (iv) require any notice to or Consent from any Person.

Authority; No Conflict. (a) This Agreement constitutes has been, and each other Transaction Document to which the legalBuyer is, validor will be, a party, is, or will be, when executed and delivered by the Buyer, duly and validly executed and delivered by the Buyer and this Agreement is, and each other Transaction Document to which the Buyer is, or will be a party, is, or will be, when executed and delivered by the Buyer, the valid and binding obligation of the Company Buyer and each of assuming the Shareholdersdue authorization, execution and delivery thereof by the other parties hereto and thereto, enforceable against the Company and each of the Shareholders Buyer in accordance with its terms, subject to Creditors’ Rights. The Company has execution and delivery of each Transaction Document by the absolute Buyer and unrestricted right, power, authority, and capacity to execute and deliver this Agreement and to perform its obligations under this Agreement. Each the consummation of the Shareholders Contemplated Transactions has been duly and validly approved by all requisite legal capacity to execute and deliver this Agreement and his Employment Agreement, if applicable, and to perform his obligations thereunder. This Agreement and corporate action by the Employment Agreement of each Shareholder, if applicable, when executed, will constitute the legal, valid, and binding obligations of such Shareholder enforceable against him in accordance with their respective termsBuyer or its equityholders. (b) Neither the execution and delivery of this Agreement or any Transaction Document by the Employment Agreements, Buyer nor the consummation or performance of any of the Contemplated Transactions willby the Buyer, will directly or indirectly:indirectly (with or without notice or passage of time or both): (i) contravene, conflict with, or result in (with or without notice or lapse of time) a violation or breach of of: (Ax) any provision of the organizational documents any of the CompanyOrganizational Documents of the Buyer, or (By) any resolution adopted by the board of directors or shareholders (as the case may be) of the Buyer; (ii) contravene, conflict with, or any Person or group result in a violation of Persons exercising similar authority) or the Shareholders, (C) any Legal Requirement Requirement, in any material respect, or any Order to which the CompanyBuyer is subject; or (iii) contravene, any Shareholder or any of the Assets may be subjectconflict with, or give any Governmental Body result in a violation or other Person the right (with or without notice or lapse breach of time) to challenge any of the Contemplated Transactions or to exercise any remedy or obtain any relief under any such Legal Requirement or Order; (D) any of the terms or requirements of, or give any Governmental Body the right (with or without notice or lapse of time) to revoke, withdraw, suspend, cancel, terminate, or modify, any Governmental Authorization that is held by the Company or that otherwise relates to the Company's business or any of the Assets, or (E) any provision of, or give any Person the right (with or without notice or lapse of time) to declare a default or exercise any remedy under, including the release of any asset or property of the Company held in escrow, or to accelerate the maturity or performance of, or to cancel, terminate, or modify, any Contract;Contract to which the Buyer or any Related Person of the Buyer is a party, except as would not reasonably be expected to prevent or materially delay the consummation of the Contemplated Transactions or to materially impair the Buyer’s ability to perform its obligations under the Transaction Documents to which it is a party. (iic) cause Neither the Buyer nor any Related Person of the Buyer will be required to obtain any Consent from any Person in connection with the execution and delivery of any Transaction Document to which it is a party or the Company to become subject to, consummation or to become liable for the payment of, any tax or cause performance of any of the Assets Contemplated Transactions, except as would not reasonably be expected to be reassessed prevent or revalued by any taxing authority or other Governmental body; (iii) result in (with or without notice or lapse of time) materially delay the imposition or creation of any Encumbrance upon or with respect to any consummation of the Assets; or (iv) require any notice Contemplated Transactions or to or Consent from any Personmaterially impair the Buyer’s ability to perform its obligations under the Transaction Documents to which it is a party.

Authority; No Conflict. (a) This Agreement constitutes the legal, valid, and binding obligation of the Company and each of the Shareholderssuch Seller, enforceable against the Company and each of the Shareholders such Seller in accordance with its terms. The Company Upon the execution and delivery by such Seller of the Escrow Agreement, the Seller's Release and all other documents or agreements executed by such Seller in connection herewith, (collectively, the "Seller's Closing Documents"), the Seller's Closing Documents will constitute the legal, valid, and binding obligations of such Seller, enforceable against such Seller in accordance with their respective terms. Such Seller has the absolute and unrestricted right, power, authority, and capacity to execute and deliver this Agreement and the Sellers' Closing Documents and to perform its obligations under this Agreement. Each of the Shareholders has all requisite legal capacity to execute and deliver this Agreement and his Employment Agreement, if applicable, and to perform his obligations thereunder. This Agreement and the Employment Agreement of each Shareholder, if applicable, when executed, will constitute the legal, valid, and binding obligations of such Shareholder enforceable against him in accordance with their respective termsSellers' Closing Documents. (b) Neither Except as set forth in Part 3.2 of the execution and delivery of this Agreement or the Employment AgreementsDisclosure Letter, nor the consummation or performance of any of the Contemplated Transactions will, by the Acquired Companies will not directly or indirectly:indirectly (with or without notice or lapse of time): (i) contravene, conflict with, or result in (with or without notice or lapse of time) a violation or breach of (A) any provision of the organizational documents Organizational Documents of the any Acquired Company, or (B) any resolution adopted by the board of directors (or any Person or group of Persons exercising similar authority) or the Shareholdersstockholders of any Acquired Company; (ii) contravene, (C) any Legal Requirement conflict with, or any Order to which the Company, any Shareholder or any of the Assets may be subjectresult in a violation of, or give any Governmental Body or other Person the right (with or without notice or lapse of time) to challenge any of the Contemplated Transactions or to exercise any remedy or obtain any relief under under, any such Legal Requirement or Order; any Order to which any Acquired Company, or any of the assets owned or used by any Acquired Company, may be subject; (Diii) contravene, conflict with, or result in a violation of any of the terms or requirements of, or give any Governmental Body the right (with or without notice or lapse of time) to revoke, withdraw, suspend, cancel, terminate, or modify, any Governmental Authorization that is held by the Company or that otherwise relates to the any Acquired Company's business or any of the Assets; (iv) contravene, conflict with, or (E) result in a violation or breach of any material provision of, or give any Person the right (with or without notice or lapse of time) to declare a default or exercise any remedy under, including the release of any asset or property of the Company held in escrow, or to accelerate the maturity or performance of, or to cancel, terminate, or modify, any material Applicable Contract; or (v) result in the imposition or creation of any Encumbrance upon or with respect to any of the assets owned or used by any Acquired Company. Except as set forth in Part 3.2 of the Disclosure Letter, no Acquired Company is or will be required to give any notice to or obtain any Consent from any Person in connection with the execution and delivery of this Agreement or the consummation or performance of any of the Contemplated Transactions, except for such notices or Consents, the failure of which to give or obtain would not have a material adverse effect on the Acquired Companies taken as a whole. (c) Except as set forth in Part 3.2 of the Disclosure Letter, neither the execution and delivery of this Agreement or such Seller's Closing Documents by such Seller nor the consummation or performance of any of the Contemplated Transactions by such Seller will, directly or indirectly (with or without notice or lapse of time): (i) contravene, conflict with, or result in a violation of, or give any Governmental Body or other Person the right to challenge any of the Contemplated Transactions or to exercise any remedy or obtain any relief under, any Legal Requirement or any Order to which such Seller may be subject; (ii) cause Buyer or the any Acquired Company to become subject to, or to become liable for the payment of, in each case with respect to the transfer of the Tendered Shares, any share transfer tax or cause real property transfer tax based upon the transfer of a controlling interest in real property, in each case to the United States or any of the Assets to be reassessed State or revalued by any taxing authority or other Governmental bodymunicipality thereof; (iii) result in (with or without notice or lapse of time) the imposition or creation of any Encumbrance upon or with respect to any the Tendered Shares of such Seller. Except as set forth in Part 3.2 of the Assets; or (iv) require Disclosure Letter, such Seller is not or will not be required to give any notice to or obtain any Consent from any PersonPerson in connection with the execution and delivery of this Agreement by such Seller or the consummation or performance of any of the Contemplated Transactions by such Seller, except for such notices or Consents, the failure of which to give or obtain would not have a material adverse effect on the Acquired Companies taken as a whole.

Authority; No Conflict. (a) This Agreement and each of the other Transaction Documents to which Seller or XCEL Japan is a party constitutes the legal, valid, and binding obligation of the Company and each of the ShareholdersSeller or XCEL Japan, as applicable, enforceable against the Company and each of the Shareholders it in accordance with its terms, except to the extent that enforceability may be limited by (i) applicable bankruptcy, insolvency, reorganization, receivership, moratorium and other similar laws relating to or affecting the rights and remedies of creditors generally and (ii) general principles of equity. The Company Seller has the absolute and unrestricted right, power, authority, and capacity to execute and deliver this Agreement and to perform its obligations under this Agreement. Each This Agreement has been duly authorized by Seller and Seller and XCEL Japan have taken all action required by law, its respective certificate of incorporation, bylaws or any similar governing instrument or otherwise to authorize the Shareholders has all requisite legal capacity to execute execution, delivery and deliver performance of this Agreement and his Employment Agreement, if applicable, and to perform his obligations thereunder. This Agreement and the Employment Agreement of each Shareholder, if applicable, when executed, will constitute the legal, valid, and binding obligations of such Shareholder enforceable against him in accordance with their respective termsother Transaction Documents. (b) Neither Except as set forth in Section 3.2 of the Disclosure Schedule, neither the execution and delivery of this Agreement or and the Employment Agreements, other Transaction Documents nor the consummation or performance of any of the Contemplated Transactions will, directly or indirectly:indirectly (with or without notice or lapse of time): (i) contravene, conflict with, or result in (with or without notice or lapse of time) a violation or breach of (A) any provision of the organizational documents Organizational Documents of the CompanySeller or XCEL Japan, or (B) any resolution adopted by the board of directors (or any Person or group of Persons exercising similar authority) or the Shareholdersstockholders of Seller or XCEL Japan; (ii) contravene, (C) any Legal Requirement conflict with, or any Order to which the Company, any Shareholder or any of the Assets may be subjectresult in a violation of, or give any Governmental Body or other Person the right (with or without notice or lapse of time) to to, challenge any of the Contemplated Transactions or to exercise any remedy or obtain any relief under under, any such Legal Requirement or Order; any Order to which Seller, XCEL Japan or the Purchased Assets may be subject; (Diii) contravene, conflict with, or result in a violation of any of the terms or requirements of, or give any Governmental Body the right (with or without notice or lapse of time) to revoke, withdraw, suspend, cancel, terminate, or modify, any Governmental Authorization that is held by the Company Seller, XCEL Japan or that otherwise relates to the Company's business Business or any of the Purchased Assets; (iv) contravene, conflict with, or (E) result in a violation or breach of any provision of, or give any Person the right (with or without notice or lapse of time) to declare a default or exercise any remedy under, including the release of any asset or property of the Company held in escrow, or to accelerate the maturity or performance of, or to cancel, terminate, or modify, any Applicable Contract;; or (ii) cause Buyer or the Company to become subject to, or to become liable for the payment of, any tax or cause any of the Assets to be reassessed or revalued by any taxing authority or other Governmental body; (iiiv) result in (with or without notice or lapse of time) the imposition or creation of any Encumbrance upon or with respect to any of the Purchased Assets; or. (ivc) require Except as set forth in Schedule 2.5(a) and Section 3.2(c) of the Disclosure Schedule, neither Seller nor XCEL Japan is or will be required to give any notice to or obtain any Consent from any PersonPerson in connection with the execution and delivery of this Agreement and the other Transaction Documents or the consummation or performance of any of the Contemplated Transactions.

Authority; No Conflict. (a) This Agreement constitutes the legal, valid, and binding obligation of the Company and each of the ShareholdersPMH, enforceable against the Company and each of the Shareholders PMH in accordance with its terms. The Company Sellers' Closing Documents to which PMH is a party will constitute the legal, valid and binding obligations of PMH, enforceable against PMH to the extent of its obligations thereunder, in accordance with their respective terms. PMH has all the absolute and unrestricted necessary right, power, authority, authority and capacity to execute and deliver this Agreement and the Sellers' Closing Documents to which it is a party and to perform its obligations under this Agreement. Each of the Shareholders has all requisite legal capacity to execute and deliver this Agreement and his Employment Agreement, if applicable, and to perform his obligations thereunder. This Agreement and the Employment Agreement of each Shareholder, if applicable, when executed, will constitute the legal, valid, and binding obligations of such Shareholder enforceable against him in accordance with their respective termsSellers' Closing Documents to which it is a party. (b) Neither Except as set forth in Schedule 4.2(b), neither the execution and delivery of this Agreement or the Employment Agreements, nor the consummation or performance of any of the Contemplated Transactions will, directly or indirectly: (i) contravene, conflict with, or result in indirectly (with or without notice or lapse of time): (i) contravene, conflict with or result in a violation or breach of (A) any provision of the organizational documents Organizational Documents of any of the CompanyAcquired Companies, or (B) any resolution adopted by the board of directors (or any Person or group of Persons exercising similar authority) or the Shareholdersshareholders of any Acquired Company; (ii) contravene, (C) any Legal Requirement conflict with or any Order to which the Company, any Shareholder or any of the Assets may be subjectresult in a violation of, or give any Governmental Body or other Person the right (with or without notice or lapse of time) to challenge any of the Contemplated Transactions or to exercise any remedy or obtain any relief under under, any such Legal Requirement or Order; any Order to which any Acquired Company, or any of the assets owned or used by any Acquired Company or otherwise in connection with the Business, may be subject; (Diii) contravene, conflict with or result in a violation of any of the terms or requirements of, or give any Governmental Body the right (with or without notice or lapse of time) to revoke, withdraw, suspend, cancel, terminate, or modify, any Governmental Authorization that is held by the any Acquired Company or that otherwise relates to the Company's Business or the business of, or any of the Assets, assets owned or (E) any provision of, or give any Person the right (with or without notice or lapse of time) to declare a default or exercise any remedy under, including the release of any asset or property of the Company held in escrow, or to accelerate the maturity or performance of, or to cancel, terminate, or modifyused by, any ContractAcquired Company; (iiiv) cause Buyer or the any Acquired Company to become subject to, or to become liable for the payment of, any tax or cause any of the Assets to be reassessed or revalued by any taxing authority or other Governmental bodyTax; (iiiv) contravene or result in a violation or breach of any provision of, or give any Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate or modify, any Applicable Contract; or (vi) result in (with or without notice or lapse of time) the imposition or creation of any Encumbrance (other than as imposed or created by this Agreement) upon or with respect to any of the Assets; or (iv) require assets owned or used by any Acquired Company or otherwise in connection with the Business. Except as set forth in Schedule 4.2(b), no Acquired Company is or will be required to give any notice to or obtain any Consent from any PersonPerson in connection with the execution and delivery of this Agreement or the consummation or performance of any of the Contemplated Transactions.

Authority; No Conflict. (a) This Agreement constitutes the legal, valid, and binding obligation of the Company and each of the ShareholdersSeller, enforceable against the Company and each of the Shareholders Seller in accordance with its terms. The Company Upon the execution and delivery by Seller of the Escrow Agreement, the Employment Agreements and the Seller’s Release, (collectively, the “Seller’s Closing Documents”), the Seller’s Closing Documents will constitute the legal, valid, and binding obligations of Seller, enforceable against Seller in accordance with their respective terms. Seller has the absolute and unrestricted right, power, authority, and capacity to execute and deliver this Agreement and to perform its obligations under this Agreement. Each of the Shareholders has all requisite legal capacity to execute and deliver this Agreement and his Employment Agreement, if applicable, Seller’s Closing Documents and to perform his obligations thereunder. This under this Agreement and the Employment Agreement of each Shareholder, if applicable, when executed, will constitute the legal, valid, and binding obligations of such Shareholder enforceable against him in accordance with their respective termsSeller’s Closing Documents. (b) Neither Except as set forth in Part 3.2 of the Disclosure Letter, neither the execution and delivery of this Agreement or the Employment Agreements, nor the consummation or performance of any of the Contemplated Transactions will, directly or indirectly:indirectly (with or without notice or lapse of time): (i) contravene, conflict with, or result in (with or without notice or lapse of time) a violation or breach of (A) any provision of the organizational documents Organizational Documents of the CompanyAcquired Companies, or (B) any resolution adopted by the board of directors (or any Person or group of Persons exercising similar authority) or the Shareholdersstockholders of any Acquired Company; (ii) contravene, (C) any Legal Requirement conflict with, or any Order to which the Company, any Shareholder or any of the Assets may be subjectresult in a violation of, or give any Governmental Body or other Person the right (with or without notice or lapse of time) to challenge any of the Contemplated Transactions or to exercise any remedy or obtain any relief under under, any such Legal Requirement or Order; any Order to which any Acquired Company or either Seller, or any of the assets owned or used by any Acquired Company, may be subject; (Diii) contravene, conflict with, or result in a violation of any of the terms or requirements of, or give any Governmental Body the right (with or without notice or lapse of time) to revoke, withdraw, suspend, cancel, terminate, or modify, any Governmental Authorization that is held by the any Acquired Company or that otherwise relates to the Company's business of, or any of the Assetsassets owned or used by, any Acquired Company; (iv) cause any Acquired Company to become subject to, or to become liable for the payment of, any Tax; (Ev) cause any of the assets owned by any Acquired Company to be reassessed or revalued by any taxing authority or other Governmental Body; (vi) contravene, conflict with, or result in a violation or breach of any provision of, or give any Person the right (with or without notice or lapse of time) to declare a default or exercise any remedy under, including the release of any asset or property of the Company held in escrow, or to accelerate the maturity or performance of, or to cancel, terminate, or modify, any Applicable Contract;; or (ii) cause Buyer or the Company to become subject to, or to become liable for the payment of, any tax or cause any of the Assets to be reassessed or revalued by any taxing authority or other Governmental body; (iiivii) result in (with or without notice or lapse of time) the imposition or creation of any Encumbrance upon or with respect to any of the Assets; or (iv) require assets owned or used by any Acquired Company. Except as set forth in Part 3.2 of the Disclosure Letter, no Seller or Acquired Company is or will be required to give any notice to or obtain any Consent from any PersonPerson in connection with the execution and delivery of this Agreement or the consummation or performance of any of the Contemplated Transactions. (c) Sellers are acquiring the common stock of Buyer for their own account and not with a view to their distribution within the meaning of Section 2(11) of the Securities Act. Each Seller is an “accredited investor” as such term is defined in Rule 501(a) under the Securities Act. (d) The sale of the shares of common stock of Buyer (“Buyer Shares”) will not be pursuant to a registration statement under the Securities Act; however, the Buyer Shares may be sold (i) under the Securities Act Rule 144, after a holding period of one year, (Buyer shall use its best efforts to satisfy the conditions of Rule 144(c)) (ii) if the Buyer’s Shares are subject to an effective registration statement under the Securities Act, pursuant to that registration statement, or (iii) pursuant to an exemption from the registration requirements of the Securities Act. Buyer is under no obligation to register the Buyer Shares. The Seller further understands that the Buyer’s Shares will be restricted securities within the meaning of Rule 144 promulgated under the Securities Act and that the share certificate representing the Buyer shares will be stamped with a customary legend or legends restricting the transferability of the Buyer Shares.

Authority; No Conflict. (a) This Agreement constitutes the legal, valid, valid and binding obligation of the Company and each of the ShareholdersSeller, enforceable against the Company and each of the Shareholders Seller in accordance with its terms. The Company Seller has the absolute and unrestricted right, power, authority, and capacity to execute and deliver this Agreement and to perform its obligations under this Agreement. Each of the Shareholders has all requisite legal capacity to execute and deliver this Agreement and his Employment Agreement, if applicable, and to perform his obligations thereunder. This Agreement and the Employment Agreement of each Shareholder, if applicable, when executed, will constitute the legal, valid, and binding obligations of such Shareholder enforceable against him in accordance with their respective terms. (b) Neither Except as set forth in Schedule 3.2, neither the execution and delivery of this Agreement or the Employment Agreements, by Seller nor the consummation or performance of any of the Contemplated Transactions transactions contemplated hereby by Seller will, directly or indirectly: (i) contravene, conflict with, or result in (with or without notice or lapse of time) a violation or breach of (A) any provision of the organizational documents Organizational Documents of the Company, or (B) any resolution adopted by the board of directors (or any Person or group of Persons exercising similar authority) the Seller or the Shareholders, Company; (Cii) any Legal Requirement or any Order to which the Company, any Shareholder or any of the Assets may be subject, or give any Governmental Body or other Person the right to validly challenge the transactions contemplated hereby; (with iii) contravene, conflict with, or without notice or lapse result in a violation in any material respect of time) to challenge any of the Contemplated Transactions or to exercise any remedy or obtain any relief under any such Legal Requirement or Order; (D) any of the terms or requirements of, or give any Governmental Body the right (with or without notice or lapse of time) to revoke, withdraw, suspend, cancel, terminate, or modify, any Legal Requirement or any Governmental Authorization that is held by the Company or that otherwise relates to the Company's business Business, or any of the Assetsassets owned or used by the Company; (iv) contravene, conflict with, or (E) result in a violation or breach of any provision of, or give any Person the right (with or without notice or lapse of time) to declare a default or exercise any remedy under, including the release of any asset or property of the Company held in escrow, or to accelerate the maturity or performance of, or to cancel, terminate, or modify, any Contract;of the contracts or agreements to which the Company is a party or by which its assets are bound; or (ii) cause Buyer or the Company to become subject to, or to become liable for the payment of, any tax or cause any of the Assets to be reassessed or revalued by any taxing authority or other Governmental body; (iiiv) result in (with or without notice or lapse of time) the imposition or creation of any Encumbrance (other than Permitted Encumbrances) upon or with respect to any of the Assets; orassets owned or used by the Company. (ivc) require Except as set forth in Schedule 3.2, neither the Company nor Seller is required to give any notice to or Consent obtain any consent from any PersonPerson in connection with the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby.

Authority; No Conflict. (a) This Agreement constitutes the legal, valid, and binding obligation of the Company all agreements and each of the Shareholders, enforceable against the Company and each of the Shareholders in accordance with its terms. The Company has the absolute and unrestricted right, power, authority, and capacity documents executed at Closing pursuant to execute and deliver this Agreement and (collectively, the “Closing Documents”) to perform its obligations under this Agreement. Each of the Shareholders has all requisite legal capacity to execute and deliver this Agreement and his Employment Agreementwhich Seller is a party, if applicable, and to perform his obligations thereunder. This Agreement and the Employment Agreement of each Shareholder, if applicable, when executed, will constitute the legal, valid, and binding obligations of such Shareholder Seller, enforceable against him Seller in accordance with their respective terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar Legal Requirements affecting creditors' rights generally and by general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity). Seller has the limited liability company power and authority to execute and deliver this Agreement and the Closing Documents to which it is a party and to perform its obligations hereunder and thereunder, and to consummate the Contemplated Transactions. The execution, delivery and performance of this Agreement and the Closing Documents to which Seller is a party has been authorized by all necessary limited liability company action. (b) Neither Except as set forth in Part 3.2(b) of the Disclosure Schedule, neither the execution and delivery by Seller of this Agreement or the Employment Agreements, nor the consummation or performance by Seller of any of the Contemplated Transactions will, directly or indirectly: (i) conflict with, violate or result in a breach of (A) any provision of the Organizational Documents of Seller; (B) any Order or any Legal Requirement to which any of Seller, the Business or any of the Assets may be subject; or (C) any Governmental Authorization held by Seller or, to Seller’s Knowledge, that otherwise relates to the Business or the Assets; or (ii) (A) contravene, conflict with, or result in (with or without notice or lapse of time) a violation or breach of (A) any provision of the organizational documents of the Company, (B) any resolution adopted by the board of directors (or any Person or group of Persons exercising similar authority) or the Shareholders, (C) any Legal Requirement or any Order to which the Company, any Shareholder or any of the Assets may be subject, or give any Governmental Body or other Person the right (with or without notice or lapse of time) to challenge any of the Contemplated Transactions or to exercise any remedy or obtain any relief under any such Legal Requirement or Order; (D) any of the terms or requirements of, or give any Governmental Body the right (with or without notice or lapse of time) to revoke, withdraw, suspend, cancel, terminate, or modify, any Governmental Authorization that is held by the Company or that otherwise relates to the Company's business or any of the Assets, or (E) any provision of, or give any Person the right (with or without notice or lapse of time) to declare a default or exercise any remedy under, including the release of any asset or property of the Company held in escrow, or to accelerate the maturity or performance of, or to cancel, terminate, or modify, modify any Contract; (ii) cause Buyer material Contract to which Seller is a party or the Company to become subject to, any material interest or rights of Seller in or to become liable for the payment of, any tax Assets; or cause any of the Assets to be reassessed or revalued by any taxing authority or other Governmental body; (iiiB) result in (with or without notice or lapse of time) the imposition or creation of any Encumbrance upon or with respect to any of the Assets; or. (ivc) require Except as set forth in Part 3.2(c) of the Disclosure Schedule, Seller was not and will not be required to give any notice to or obtain any Consent from any PersonPerson in connection with the execution and delivery of this Agreement or the consummation or performance of any of the Contemplated Transactions.

Authority; No Conflict. (a) This Agreement constitutes the legal, valid, and binding obligation of the Company and each of the ShareholdersSeller, enforceable against the Company and each of the Shareholders Seller in accordance with its terms. The Company Upon the execution and delivery by Seller of the Instruments of Conveyance and any other documents executed and delivered by Seller at the Closing (collectively, the "Seller’s Closing Documents"), Seller’s Closing Documents will constitute the legal, valid, and binding obligations of Seller, enforceable against Seller in accordance with their respective terms. Except as set forth in Part 3.02 of the Disclosure Schedule, Seller has the absolute and unrestricted right, power, authority, and capacity to execute and deliver this Agreement and Seller’s Closing Documents, and to perform its obligations under this Agreement. Each of the Shareholders has all requisite legal capacity to execute and deliver this Agreement and his Employment Agreement, if applicable, and to perform his obligations thereunder. This Agreement and the Employment Agreement of each Shareholder, if applicable, when executed, will constitute the legal, valid, and binding obligations of such Shareholder enforceable against him in accordance with their respective termsSeller’s Closing Documents. (b) Neither Except as set forth in Part 3.02 of the Disclosure Schedule, neither the execution and delivery of this Agreement or the Employment Agreements, nor the consummation or performance of any of the Contemplated Transactions will, directly or indirectly:indirectly (with or without notice or lapse of time): (i) contravene, conflict with, or result in (with or without notice or lapse of time) a violation or breach of (A) any provision of the organizational documents Organizational Documents of the CompanySeller, or (B) any resolution adopted by the board of directors (or any Person or group of Persons exercising similar authority) or the Shareholdersstockholders of Seller; (ii) contravene, (C) any Legal Requirement conflict with, or any Order to which the Company, any Shareholder or any of the Assets may be subjectresult in a violation of, or give any Governmental Body or other Person the right (with or without notice or lapse of time) to challenge any of the Contemplated Transactions or to exercise any remedy or obtain any relief under under, any such contract or agreement or any Legal Requirement or Order; Order to which Seller, or any of the Assets, may be subject; (Diii) contravene, conflict with, or result in a violation of any of the terms or requirements of, or give any Governmental Body the right (with or without notice or lapse of time) to revoke, withdraw, suspend, cancel, terminate, or modify, any Governmental Authorization that is held by the Company or that otherwise relates to the Company's business or any of the Assets; (iv) contravene, conflict with, or (E) result in a violation or breach of any provision of, or give any Person the right (with or without notice or lapse of time) to declare a default or exercise any remedy under, including the release of any asset or property of the Company held in escrow, or to accelerate the maturity or performance of, or to cancel, terminate, or modify, any Contract;; or (ii) cause Buyer or the Company to become subject to, or to become liable for the payment of, any tax or cause any of the Assets to be reassessed or revalued by any taxing authority or other Governmental body; (iiiv) result in (with or without notice or lapse of time) the imposition or creation of any Encumbrance upon or with respect to any of the Assets; or. (ivc) require Except as set forth in Part 3.02 of the Disclosure Schedule, Seller is not nor will be required to give any notice to or obtain any Consent from any PersonPerson in connection with the execution and delivery of this Agreement or the consummation or performance of any of the Contemplated Transactions. If any such consent is required, such consent shall be given in writing not less than three (3) business days prior to Closing.

Authority; No Conflict. (a) This Agreement constitutes the legal, valid, and binding obligation of the Company and each of the ShareholdersSellers, enforceable against the Company and each of the Shareholders Sellers in accordance with its terms. The Company has Upon the execution and delivery by Sellers of the documents identified in Article 2.4(a) above, (collectively, the "Sellers' Closing Documents"), the Sellers' Closing Documents will constitute the legal, valid, and binding obligations of Sellers, enforceable against Sellers in accordance with their respective terms. Sellers have the absolute and unrestricted right, power, authority, and capacity to execute and deliver this Agreement and the Sellers' Closing Documents and to perform its their obligations under this Agreement. Each of the Shareholders has all requisite legal capacity to execute and deliver this Agreement and his Employment Agreement, if applicable, and to perform his obligations thereunder. This Agreement and the Employment Agreement of each Shareholder, if applicable, when executed, will constitute the legal, valid, and binding obligations of such Shareholder enforceable against him in accordance with their respective termsSellers' Closing Documents. (b) Neither Except as set forth in Part 3.2 of the Disclosure Letter, neither the execution and nor delivery of this Agreement or the Employment Agreements, nor the consummation or performance of any of the Contemplated Transactions will, directly or indirectly:indirectly (with or without notice or lapse of time): (i) contravene, conflict with, or result in (with or without notice or lapse of time) a violation or breach of (A) any provision of the organizational documents Organizational Documents of the Acquired Company, or (B) any resolution adopted by the board of directors (or any Person or group of Persons exercising similar authority) or the Shareholders, (C) any Legal Requirement or any Order to which the Company, any Shareholder or any stockholders of the Assets may be subjectAcquired Company; (ii) contravene, conflict with, or result in a violation of, or give any Governmental Body or other Person the right (with or without notice or lapse of time) to challenge any of the Contemplated Transactions or to exercise any remedy or obtain any relief under under, any such Legal Requirement or Order; any Order to which the Acquired Company or a Seller, or any of the assets owned or used by the Acquired Company, may be subject; (Diii) contravene, conflict with, or result in a violation of any of the terms or requirements of, or give any Governmental Body the right (with or without notice or lapse of time) to revoke, withdraw, suspend, cancel, terminate, or modify, any Governmental Authorization that is held by the Acquired Company or that otherwise relates to the Company's business of, or any of the Assetsassets owned or used by, the Acquired Company; (iv) cause Buyer or the Acquired Company to become subject to, or to become liable for the payment of, any Tax; (Ev) cause any of the assets owned by the Acquired Company to be reassessed or revalued by any taxing authority or other Governmental Body; (vi) contravene, conflict with, or result in a violation or breach of any provision of, or give any Person the right (with or without notice or lapse of time) to declare a default or exercise any remedy under, including the release of any asset or property of the Company held in escrow, or to accelerate the maturity or performance of, or to cancel, terminate, or modify, any Applicable Contract;; or (ii) cause Buyer or the Company to become subject to, or to become liable for the payment of, any tax or cause any of the Assets to be reassessed or revalued by any taxing authority or other Governmental body; (iiivii) result in (with or without notice or lapse of time) the imposition or creation of any Encumbrance upon or with respect to any of the Assets; or (iv) require assets owned or used by the Acquired Company. Except as set forth in Part 3.2 of the Disclosure Letter, no Seller or Acquired Company is or will be required to give any notice to or obtain any Consent from any PersonPerson in connection with the execution and delivery of this Agreement or the consummation or performance of any of the Contemplated Transactions. (c) Sellers are acquiring the GBGD shares for their own account and not with a view to their distribution within the meaning of Section 2(11) of the Securities Act.

Authority; No Conflict. (a) This Agreement constitutes the legal, valid, and binding obligation of the Company and each of the ShareholdersSeller, enforceable against the Company and each of the Shareholders Seller in accordance with its terms. The Company Upon the execution and delivery by Seller of the Instruments of Conveyance and any other documents executed and delivered by Seller at the Closing (collectively, the "Seller's Closing Documents"), Seller's Closing Documents will constitute the legal, valid, and binding obligations of Seller, enforceable against Seller in accordance with their respective terms. Except as set forth in Part 3.02 of the Disclosure Schedule, Seller has the absolute and unrestricted right, power, authority, and capacity to execute and deliver this Agreement and Seller's Closing Documents, and to perform its obligations under this Agreement. Each of the Shareholders has all requisite legal capacity to execute and deliver this Agreement and his Employment Agreement, if applicable, and to perform his obligations thereunder. This Agreement and the Employment Agreement of each Shareholder, if applicable, when executed, will constitute the legal, valid, and binding obligations of such Shareholder enforceable against him in accordance with their respective termsSeller's Closing Documents. (b) Neither Except as set forth in Part 3.02 of the Disclosure Schedule, neither the execution and delivery of this Agreement or the Employment Agreements, nor the consummation or performance of any of the Contemplated Transactions will, directly or indirectly:indirectly (with or without notice or lapse of time): (i) contravene, conflict with, or result in (with or without notice or lapse of time) a violation or breach of (A) any provision of the organizational documents Organizational Documents of the CompanySeller, or (B) any resolution adopted by the board of directors (or any Person or group of Persons exercising similar authority) or the Shareholdersstockholders of Seller; (ii) contravene, (C) any Legal Requirement conflict with, or any Order to which the Company, any Shareholder or any of the Assets may be subjectresult in a violation of, or give any Governmental Body or other Person the right (with or without notice or lapse of time) to challenge any of the Contemplated Transactions or to exercise any remedy or obtain any relief under under, any such contract or agreement or any Legal Requirement or Order; Order to which Seller, or any of the Assets, may be subject; (Diii) contravene, conflict with, or result in a violation of any of the terms or requirements of, or give any Governmental Body the right (with or without notice or lapse of time) to revoke, withdraw, suspend, cancel, terminate, or modify, any Governmental Authorization that is held by the Company or that otherwise relates to the Company's business or any of the Assets; (iv) contravene, conflict with, or (E) result in a violation or breach of any provision of, or give any Person the right (with or without notice or lapse of time) to declare a default or exercise any remedy under, including the release of any asset or property of the Company held in escrow, or to accelerate the maturity or performance of, or to cancel, terminate, or modify, any Contract;; or (ii) cause Buyer or the Company to become subject to, or to become liable for the payment of, any tax or cause any of the Assets to be reassessed or revalued by any taxing authority or other Governmental body; (iiiv) result in (with or without notice or lapse of time) the imposition or creation of any Encumbrance upon or with respect to any of the Assets; or. (ivc) require Part 3.02 of the Disclosure Schedule contains a complete list of the Consents that are required to be obtained from third parties in order to consummate the transactions contemplated by this Agreement. Except as set forth in Part 3.02 of the Disclosure Schedule, Seller is not nor will be required to give any notice to or obtain any Consent from any PersonPerson in connection with the execution and delivery of this Agreement or the consummation or performance of any of the Contemplated Transactions. If any such consent is required, such consent shall be given in writing not less than three (3) business days prior to Closing.

Authority; No Conflict. (a) This Agreement constitutes the legal, valid, and binding obligation of the Company and each of the ShareholdersSellers, enforceable against the Company and each of the Shareholders Sellers in accordance with its terms. The Company has Upon the execution and delivery by Ivan Xxxxxxxxxxxx xxx Shaux Xxxxx xx their respective Employment Agreements, such agreements will constitute the legal, valid, and binding obligations of such employees, enforceable against them in accordance with their respective terms. Sellers have the absolute and unrestricted right, power, authority, and capacity to execute and deliver this Agreement and the Employment Agreements and to perform its their obligations under this Agreement. Each of the Shareholders has all requisite legal capacity to execute and deliver this Agreement and his Employment Agreement, if applicable, and to perform his obligations thereunder. This Agreement and the Employment Agreement of each Shareholder, if applicable, when executed, will constitute the legal, valid, and binding obligations of such Shareholder enforceable against him in accordance with their respective termsAgreements. (b) Neither Except as set forth in Part 4.2 of the Disclosure Letter, neither the execution and delivery of this Agreement or the Employment Agreements, nor the consummation or performance of any of the Contemplated Transactions will, directly or indirectly:indirectly (with or without notice or lapse of time): (i) contravene, conflict with, or result in (with or without notice or lapse of time) a violation or breach of (A) any provision of the organizational documents Organizational Documents of the CompanySubject Companies, or (B) any resolution adopted by the board of directors (or any Person or group of Persons exercising similar authority) or the Shareholdersshareholders of any Subject Company; (ii) to the best of Sellers' Knowledge, (C) any Legal Requirement contravene, conflict with, or any Order to which the Company, any Shareholder or any of the Assets may be subjectresult in a violation of, or give any Governmental Body or other Person the right (with or without notice or lapse of time) to challenge any of the Contemplated Transactions or to exercise any remedy or obtain any relief under under, any such Legal Requirement (other than the Australian Tax Act) or Order; any Order to which any Subject Company or Sellers, or any of the assets owned or used by any Subject Company, may be subject; (Diii) to the best of Sellers' Knowledge, contravene, conflict with, or result in a violation of any of the terms or requirements of, or give any Governmental Body the right (with or without notice or lapse of time) to revoke, withdraw, suspend, cancel, terminate, or modify, any Governmental Authorization that is held by the any Subject Company or that otherwise relates to the Company's business of, or any of the Assetsassets owned or used by, any Subject Company;] (iv) to the best of Sellers' Knowledge, contravene, conflict with, or (E) result in a violation or breach of any provision of, or give any Person the right (with or without notice or lapse of time) to declare a default or exercise any remedy under, including the release of any asset or property of the Company held in escrow, or to accelerate the maturity or performance of, or to cancel, terminate, or modify, any Applicable Contract; ; or (ii) cause Buyer or the Company to become subject to, or to become liable for the payment of, any tax or cause any of the Assets to be reassessed or revalued by any taxing authority or other Governmental body; (iiiv) result in (with or without notice or lapse of time) the imposition or creation of any Encumbrance upon or with respect to any of the Assets; or (iv) require any notice to or Consent from any Person.

Authority; No Conflict. (a) This Agreement constitutes the legal, valid, and binding obligation of the Company and each of the ShareholdersSeller, enforceable against the Company and each of the Shareholders Seller in accordance with its terms. The Company Seller has the absolute and unrestricted right, power, authority, and capacity to execute and deliver this Agreement and to perform its his obligations under this Agreement. Each of the Shareholders has all requisite legal capacity to execute and deliver this Agreement and his Employment Agreement, if applicable, and to perform his obligations thereunder. This Agreement and the Employment Agreement of each Shareholder, if applicable, when executed, will constitute the legal, valid, and binding obligations of such Shareholder enforceable against him in accordance with their respective terms. (b) Neither the execution and delivery of this Agreement or the Employment Agreements, nor the consummation or performance of any of the Contemplated Transactions will, directly or indirectly:indirectly (with or without notice or lapse of time): (i) contravene, conflict with, or result in (with or without notice or lapse of time) a violation or breach of (A) any provision of the organizational documents Organizational Documents of the Company, or (B) any resolution adopted by the board of directors (or any Person or group of Persons exercising similar authority) or the Shareholders, (C) any Legal Requirement or any Order to which stockholders of the Company; (ii) contravene, any Shareholder conflict with, or any of the Assets may be subjectresult in a violation of, or give any Governmental Body or other Person the right (with or without notice or lapse of time) to challenge any of the Contemplated Transactions or to exercise any remedy or obtain any relief under under, any such Legal Requirement or Order; any Order to which the Company or Seller, or any of the assets owned or used by the Company, may be subject; (Diii) contravene, conflict with, or result in a violation of any of the terms or requirements of, or give any Governmental Body the right (with or without notice or lapse of time) to revoke, withdraw, suspend, cancel, terminate, or modify, any Governmental Authorization that is held by the Company or that otherwise relates to the Company's business of, or any of the Assetsassets owned or used by, or (E) any provision of, or give any Person the right (with or without notice or lapse of time) to declare a default or exercise any remedy under, including the release of any asset or property of the Company held in escrow, or to accelerate the maturity or performance of, or to cancel, terminate, or modify, any ContractCompany; (iiiv) cause Buyer or the Company to become subject to, or to become liable for the payment of, any tax or Tax; (v) cause any of the Assets assets owned by the Company to be reassessed or revalued by any taxing authority or other Governmental bodyBody; (iiivi) contravene, conflict with, or result in a violation or breach of any provision of, or give any Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate, or modify, any Applicable Contract; or (vii) result in (with or without notice or lapse of time) the imposition or creation of any Encumbrance upon or with respect to any of the Assets; or (iv) require assets owned or used by the Company. Neither Seller nor the Company is or will be required to give any notice to or obtain any Consent from any PersonPerson in connection with the execution and delivery of this Agreement or the consummation or performance of any of the Contemplated Transactions. (c) Seller is acquiring the Buyer's Shares for his own account and not with a view to their distribution within the meaning of Section 2(11) of the Securities Act.

Authority; No Conflict. (a) This Agreement constitutes the legal, valid, and binding obligation of the Company and each of the ShareholdersSeller, enforceable against the Company and each of the Shareholders Seller in accordance with its terms. The Company Seller has the absolute and unrestricted right, power, authority, and capacity to execute and deliver this Agreement and to perform its obligations under this Agreement. Each of the Shareholders has all requisite legal capacity to execute and deliver this Agreement and his Employment Agreement, if applicable, and to perform his obligations thereunder. This Agreement and the Employment Agreement of each Shareholder, if applicable, when executed, will constitute the legal, valid, and binding obligations of such Shareholder enforceable against him in accordance with their respective terms. (b) Neither Except as set forth in Part 3.2 of the Disclosure Letter, neither the execution and delivery of this Agreement or the Employment Agreements, nor the consummation or performance of any of the Contemplated Transactions will, directly or indirectly:indirectly (with or without notice or lapse of time): (i) contravene, conflict with, or result in (with or without notice or lapse of time) a violation or breach of (A) any provision of the organizational documents Organizational Documents of the Company, or (B) any resolution adopted by the board of directors (or any Person or group of Persons exercising similar authority) or the Shareholders, (C) any Legal Requirement or any Order to which stockholders of the Company; (ii) contravene, any Shareholder conflict with, or any of the Assets may be subjectresult in a violation of, or give any Governmental Body or other Person the right (with or without notice or lapse of time) to challenge any of the Contemplated Transactions or to exercise any remedy or obtain any relief under under, any such Legal Requirement or Order; any Order to which the Company or Seller, or any of the assets owned or used by the Company, may be subject; (Diii) contravene, conflict with, or result in a violation of any of the terms or requirements of, or give any Governmental Body the right (with or without notice or lapse of time) to revoke, withdraw, suspend, cancel, terminate, or modify, any Governmental Authorization that is held by the Company or that otherwise relates to the Company's business of, or any of the Assetsassets owned or used by, or (E) any provision of, or give any Person the right (with or without notice or lapse of time) to declare a default or exercise any remedy under, including the release of any asset or property of the Company held in escrow, or to accelerate the maturity or performance of, or to cancel, terminate, or modify, any ContractCompany; (iiiv) cause Buyer or the Company to become subject to, or to become liable for the payment of, any tax or Tax; (v) cause any of the Assets assets owned by the Company to be reassessed or revalued by any taxing authority or other Governmental bodyBody; (iiivi) contravene, conflict with, or result in a violation or breach of any provision of, or give any Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate, or modify, any Applicable Contract; or (vii) result in (with or without notice or lapse of time) the imposition or creation of any Encumbrance upon or with respect to any of the Assets; or (iv) require assets owned or used by the Company. Except as set forth in Part 3.2 of the Disclosure Letter, neither Seller nor the Company is or will be required to give any notice to or obtain any Consent from any PersonPerson in connection with the execution and delivery of this Agreement or the consummation or performance of any of the Contemplated Transactions.

Authority; No Conflict. (a) This Agreement constitutes the legal, valid, and binding obligation of the Company and each of the ShareholdersSellers, enforceable against the Company and each of the Shareholders Sellers in accordance with its terms. The Company has Upon the execution and delivery by Sellers of the Employment Agreements, the Sellers' Releases, and the Noncompetition Agreements (collectively, the "Sellers' Closing Documents"), the Sellers' Closing Documents will constitute the legal, valid, and binding obligations of Sellers, enforceable against Sellers in accordance with their respective terms. Sellers have the absolute and unrestricted right, power, authority, and capacity to execute and deliver this Agreement and the Sellers' Closing Documents and to perform its their obligations under this Agreement. Each of the Shareholders has all requisite legal capacity to execute and deliver this Agreement and his Employment Agreement, if applicable, and to perform his obligations thereunder. This Agreement and the Employment Agreement of each Shareholder, if applicable, when executed, will constitute the legal, valid, and binding obligations of such Shareholder enforceable against him in accordance with their respective termsSellers' Closing Documents. (b) Neither Except as set forth in Schedule 3.2, neither the execution and delivery of this Agreement or the Employment Agreements, nor the consummation or performance of any of the Contemplated Transactions will, directly or indirectly:indirectly (with or without notice or lapse of time): (i) contravene, conflict with, or result in (with or without notice or lapse of time) a violation or breach of (A) any provision of the organizational documents Organizational Documents of the Company, or (B) any resolution adopted by the board of directors (or any Person or group of Persons exercising similar authority) or the Shareholders, (C) any Legal Requirement or any Order to which stockholders of the Company; (ii) contravene, any Shareholder conflict with, or any of the Assets may be subjectresult in a violation of, or give any Governmental Body or other Person the right (with or without notice or lapse of time) to challenge any of the Contemplated Transactions or to exercise any remedy or obtain any relief under under, any such Legal Requirement or Order; any Order to which the Company or Sellers, or any of the assets owned or used by the Company, may be subject; (Diii) contravene, conflict with, or result in a violation of any of the terms or requirements of, or give any Governmental Body the right (with or without notice or lapse of time) to revoke, withdraw, suspend, cancel, terminate, or modify, any Governmental Authorization that is held by the Company or that otherwise relates to the Company's business of, or any of the Assetsassets owned or used by, or (E) any provision of, or give any Person the right (with or without notice or lapse of time) to declare a default or exercise any remedy under, including the release of any asset or property of the Company held in escrow, or to accelerate the maturity or performance of, or to cancel, terminate, or modify, any ContractCompany; (iiiv) cause Buyer or the Company to become subject to, or to become liable for the payment of, any tax or Tax; (v) cause any of the Assets assets owned by the Company to be reassessed or revalued by any taxing authority or other Governmental bodyBody; (iiivi) contravene, conflict with, or result in a violation or breach of any provision of, or give any Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate, or modify, any Applicable Contract; or (vii) result in (with or without notice or lapse of time) the imposition or creation of any Encumbrance upon or with respect to any of the Assets; or (iv) require assets owned or used by the Company. Except as set forth in Schedule 3.2, neither Sellers nor the Company is or will be required to give any notice to or obtain any Consent from any PersonPerson in connection with the execution and delivery of this Agreement or the consummation or performance of any of the Contemplated Transactions. (c) Sellers are acquiring the Promissory Notes and Replacement Notes for their own account and not with a view to their distribution within the meaning of Section 2(11) of the Securities Act.

Authority; No Conflict. (a) This Agreement constitutes the legal, valid, and binding obligation of the Company and each of the ShareholdersSeller, enforceable against the Company and each of the Shareholders Seller in accordance with its terms. The Company Upon the execution and delivery by Seller of the Employment Agreement, the Non-Competition Agreement and the Seller’s Release (collectively, the “Seller’s Closing Documents”), the Seller’s Closing Documents will constitute the legal, valid, and binding obligations of Seller, enforceable against Seller in accordance with their respective terms. Seller has the absolute and unrestricted right, power, authority, and capacity to execute and deliver this Agreement and to perform its obligations under this Agreement. Each of the Shareholders has all requisite legal capacity to execute and deliver this Agreement and his Employment Agreement, if applicable, Seller’s Closing Documents and to perform his obligations thereunder. This under this Agreement and the Employment Agreement of each Shareholder, if applicable, when executed, will constitute the legal, valid, and binding obligations of such Shareholder enforceable against him in accordance with their respective termsSeller’s Closing Documents. (b) Neither Except as set forth in Part 3.2 of the Disclosure Letter, neither the execution and delivery of this Agreement or the Employment Agreements, nor the consummation or performance of any of the Contemplated Transactions will, directly or indirectly:indirectly (with or without notice or lapse of time): (i) contravene, conflict with, or result in (with or without notice or lapse of time) a violation or breach of (A) any provision of the organizational documents Organizational Documents of the CompanyAcquired Companies, or (B) any resolution adopted by the board of directors directors, the stockholders, managers or members of any Acquired Company; (ii) contravene, conflict with, or any Person or group of Persons exercising similar authority) or the Shareholders, (C) any Legal Requirement or any Order to which the Company, any Shareholder or any of the Assets may be subjectresult in a violation of, or give any Governmental Body or other Person the right (with or without notice or lapse of time) to challenge any of the Contemplated Transactions or to exercise any remedy or obtain any relief under under, any such Legal Requirement or Order; any Order to which any Acquired Company or Seller, or any of the assets owned or used by any Acquired Company, may be subject; (Diii) contravene, conflict with, or result in a violation of any of the terms or requirements of, or give any Governmental Body the right (with or without notice or lapse of time) to revoke, withdraw, suspend, cancel, terminate, or modify, any Governmental Authorization that is held by the any Acquired Company or that otherwise relates to the Company's business of, or any of the Assetsassets owned or used by, any Acquired Company; (iv) cause Buyer or any Acquired Company to become subject to, or to become liable for the payment of, any Tax; (Ev) cause any of the assets owned by any Acquired Company to be reassessed or revalued by any taxing authority or other Governmental Body; (vi) contravene, conflict with, or result in a violation or breach of any provision of, or give any Person the right (with or without notice or lapse of time) to declare a default or exercise any remedy under, including the release of any asset or property of the Company held in escrow, or to accelerate the maturity or performance of, or to cancel, terminate, or modify, any Applicable Contract;; or (ii) cause Buyer or the Company to become subject to, or to become liable for the payment of, any tax or cause any of the Assets to be reassessed or revalued by any taxing authority or other Governmental body; (iiivii) result in (with or without notice or lapse of time) the imposition or creation of any Encumbrance upon or with respect to any of the Assets; or (iv) require assets owned or used by any Acquired Company. Except as set forth in Part 3.2 of the Disclosure Letter, neither Seller or any Acquired Company is or will be required to give any notice to or obtain any Consent from any PersonPerson in connection with the execution and delivery of this Agreement or the consummation or performance of any of the Contemplated Transactions. (c) Seller is an “accredited investor” as such term is defined in Rule 501(a) under the Securities Act. Seller is acquiring the shares of Buyer Stock for his own account and not with a view to the distribution thereof within the meaning of Section 2(11) of the Securities Act. Seller further understands that the shares of Buyer Stock will not be registered under the Securities Act, or any state securities laws, and that no resales of such shares may be effected unless such resale is registered under the Securities Act or an exemption from registration is available.

Authority; No Conflict. (a) This Concierge has the absolute and unrestricted right, power, and authority to execute and deliver this Agreement and, subject to receipt of the approval of its stockholders, to perform its obligations hereunder. The execution and delivery of this Agreement, and the consummation of the Contemplated Transactions, have been duly authorized by all requisite corporate action on the part of Concierge (other than Shareholder Approval, which will be sought in accordance with Section 7.4(b)), and, assuming that this Agreement has been duly authorized, executed and delivered by the other parties hereto, constitutes the legal, valid, and binding obligation of the Company and each of the ShareholdersConcierge, enforceable against the Company and each of the Shareholders Concierge in accordance with its terms. The Company has , except as may be limited by the absolute Bankruptcy and unrestricted right, power, authority, and capacity to execute and deliver this Agreement and to perform its obligations under this Agreement. Each of the Shareholders has all requisite legal capacity to execute and deliver this Agreement and his Employment Agreement, if applicable, and to perform his obligations thereunder. This Agreement and the Employment Agreement of each Shareholder, if applicable, when executed, will constitute the legal, valid, and binding obligations of such Shareholder enforceable against him in accordance with their respective termsEquity Exception. (b) Neither Except as set forth in Part 5.2 of the Concierge Disclosure Letter, and assuming the Consents referred to in Section 5.2(c) below are made or obtained, as applicable, neither the execution and delivery of this Agreement or the Employment Agreements, by Concierge nor the consummation or performance of any of the Contemplated Transactions by Concierge will, directly or indirectly:indirectly (with or without notice or lapse of time or both): (i) contravene, conflict with, or result in (with or without notice or lapse of time) a violation or breach of (A) any provision of the organizational documents Organizational Documents of the CompanyConcierge; (ii) contravene, (B) any resolution adopted by the board of directors (conflict with, or any Person or group of Persons exercising similar authority) or the Shareholders, (C) any Legal Requirement or any Order to which the Company, any Shareholder or any of the Assets may be subjectresult in a violation of, or give any Governmental Body or other Person the right (with or without notice or lapse of time) to challenge any of the Contemplated Transactions or to exercise any remedy or obtain any relief under under, any such Legal Requirement or Order; (D) any of the terms or requirements of, or give any Governmental Body the right (with or without notice or lapse of time) Order to revoke, withdraw, suspend, cancel, terminate, or modify, any Governmental Authorization that is held by the Company or that otherwise relates to the Company's business which Concierge or any of the Assetsassets owned or used by Concierge, may be subject; or (iii) contravene, conflict with, or (E) result in a violation or breach of any provision of, or give any Person the right (with or without notice or lapse of time) to declare a default or exercise any remedy under, including the release of any asset or property of the Company held in escrow, or to accelerate the maturity or performance of, or to cancel, terminate, or modify, any Concierge Material Contract;. (iic) cause Buyer or the Company to become subject to, or to become liable for the payment of, any tax or cause any Except as set forth in Part 5.2(c) of the Assets Concierge Disclosure Letter, Concierge will not be required to be reassessed or revalued by any taxing authority or other Governmental body; (iii) result in (with or without notice or lapse of time) the imposition or creation of any Encumbrance upon or with respect to any of the Assets; or (iv) require give any notice to or obtain any Consent from any PersonPerson in connection with the execution and delivery of this Agreement or the consummation or performance of any of the Contemplated Transactions.

Authority; No Conflict. (a) This Agreement constitutes the legal, valid, and binding obligation of the Company and each of the Shareholders, enforceable against the Company and each of the Shareholders in accordance with its terms. The Company has the absolute and unrestricted right, power, authority, and capacity to execute and deliver this Agreement and to perform its obligations under this Agreement. Each of the Shareholders has all requisite legal capacity to execute and deliver this Agreement and his Employment Agreement, if applicable, and to perform his obligations thereunder. This Agreement and the Employment Agreement of each Shareholder, if applicable, when executed, will constitute the legal, valid, and binding obligations of such Shareholder enforceable against him in accordance with their respective terms. (b) Neither the execution and delivery of this Agreement or the Employment Agreements, nor the consummation or performance of any of the Contemplated Transactions will, directly or indirectly:indirectly (with or without notice or lapse of time): (i) contravene, conflict with, or result in (with or without notice or lapse of time) a violation or breach of (A) any provision of the organizational documents Organizational Documents of the CompanyAcquired Companies, or (B) any resolution adopted by the board of directors (or any Person or group of Persons exercising similar authority) or the Shareholdersstockholders of any Acquired Company; (ii) contravene, (C) any Legal Requirement conflict with, or any Order to which the Company, any Shareholder or any of the Assets may be subjectresult in a violation of, or give any Governmental Body or other Person the right (with or without notice or lapse of time) to challenge any of the Contemplated Transactions or to exercise any remedy or obtain any relief under under, any such Legal Requirement or Order; any Order to which any Acquired Company or the Seller, or any of the assets owned or used by any Acquired Company, may be subject, except where such contravention would not have a Material Adverse Effect; (Diii) contravene, conflict with, or result in a violation of any of the terms or requirements of, or give any Governmental Body the right (with or without notice or lapse of time) to revoke, withdraw, suspend, cancel, terminate, or modify, any Governmental Authorization that is held by the any Acquired Company or that otherwise relates to the Company's business of, or any of the Assetsassets owned or used by, any Acquired Company, except where such contravention would not have a Material Adverse Effect; (iv) cause the Buyer or any Acquired Company to become subject to, or to become liable for the payment of, any Tax, except where such liability would not have a Material Adverse Effect; (Ev) cause any of the assets owned by any Acquired Company to be reassessed or revalued by any taxing authority or other Governmental Body, except where such reassessment or revaluation would not have a Material Adverse Effect; (vi) contravene, conflict with, or result in a violation or breach of any provision of, or give any Person the right (with or without notice or lapse of time) to declare a default or exercise any remedy under, including the release of any asset or property of the Company held in escrow, or to accelerate the maturity or performance of, or to cancel, terminate, or modify, any Applicable Contract;; or (ii) cause Buyer or the Company to become subject to, or to become liable for the payment of, any tax or cause any of the Assets to be reassessed or revalued by any taxing authority or other Governmental body; (iiivii) result in (with or without notice or lapse of time) the imposition or creation of any Encumbrance upon or with respect to any of the Assets; or (iv) require assets owned or used by any Acquired Company. Except as otherwise set forth specifically in this Agreement, neither the Seller nor any Acquired Company is or will be required to give any notice to or Consent obtain any consent from any PersonPerson in connection with the execution and delivery of this Agreement or the consummation or performance of any of the Contemplated Transactions.

Authority; No Conflict. (a) This Agreement constitutes the legal, valid, and binding obligation of the Company and each of the Shareholders, enforceable against the Company and each of the Shareholders in accordance with its terms. The Company has the absolute and unrestricted right, power, authority, authority and capacity to execute and deliver this Agreement and the Transaction Documents to which it is a party, to consummate the Merger and the other transactions contemplated hereby and thereby and to perform its obligations under this Agreement. Each of the Shareholders has all requisite legal capacity to execute and deliver this Agreement and his Employment Agreement, if applicable, and the Transaction Documents to perform his obligations thereunderwhich it is a party. This Agreement has been duly authorized and approved, executed and delivered by the Employment Agreement of each Shareholder, if applicable, when executed, will constitute Company and constitutes the legal, validvalid and binding obligation of the Company, enforceable against the Company in accordance with its terms. Upon the authorization and approval, execution and delivery by the Company of the Transaction Documents to which it is a party, such Transaction Documents will constitute legal, valid and binding obligations of such Shareholder the Company, enforceable against him the Company in accordance with their respective terms. (b) Neither Except as set forth in Section 4.2 of the Disclosure Schedule, neither the execution and delivery of this Agreement or any Transaction Document by the Employment Agreements, Company nor the consummation or performance by the Company of the Merger or any of the Contemplated Transactions other transactions contemplated hereby or thereby will, directly or indirectly: (i) contravene, conflict with, or result in indirectly (with or without notice or lapse of timetime or both): (i) contravene, conflict with or result in a violation or breach of (A) any provision of the organizational documents Organizational Documents of the Company, (B) any resolution adopted by the board of directors (or any Person or group of Persons exercising similar authority) or the Shareholdersstockholders of the Company, (C) any Legal Requirement legal requirement or any Order Order, award, decision, settlement, process or ruling to which the Company, any Shareholder Company or any of the Assets assets or properties owned or used by the Company may be subject, or give any Governmental Body or other Person the right (with or without notice or lapse of time) to challenge any of the Contemplated Transactions or to exercise any remedy or obtain any relief under any such Legal Requirement or Order; (D) any of the terms or requirements ofGovernmental Permit, or give any Governmental Body the right (with or without notice or lapse of time) to revoke, withdraw, suspend, cancel, terminate, or modify, any Governmental Authorization that which is held by the Company or that otherwise relates to the Company's business of, or any of the Assetsassets or properties owned or used by, or (E) any provision of, or give any Person the right (with or without notice or lapse of time) to declare a default or exercise any remedy under, including the release of any asset or property of the Company held in escrow, or to accelerate the maturity or performance of, or to cancel, terminate, or modify, any ContractCompany; (ii) cause Buyer result in a breach of or constitute a default, give rise to a right of termination, cancellation or acceleration, create any entitlement to any payment or benefit, or require the consent, authorization or approval of or any notice to or filing with any third Person under any Contract to which the Company is a party or to become subject towhich its assets or properties are bound, or require the consent, authorization or approval of or any notice to become liable for or filing with any Governmental Authority to which the payment of, any tax Company or cause any of the Assets to be reassessed its assets or revalued by any taxing authority or other Governmental body;properties is subject; or (iii) result in (with or without notice or lapse of time) the imposition or creation of any Encumbrance upon or with respect to any of the Assets; or (iv) require any notice to assets or Consent from any Personproperties owned or used by the Company.

Authority; No Conflict. (a) 3.4.1 This Agreement constitutes the legal, valid, and binding obligation of the Company and each of the ShareholdersCompany, enforceable against the Company and each of the Shareholders in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency or other similar laws of general application relating to or affecting the enforcement of creditors’ rights or by general principles of equity. The Company has the absolute and unrestricted right, power, authority, and capacity to execute and deliver this Agreement and to perform its obligations under this Agreement. Each of the Shareholders has all requisite legal capacity to execute and deliver this Agreement and his Employment Agreement, if applicable, and to perform his obligations thereunder. This Agreement and the Employment Agreement of each Shareholder, if applicable, when executed, will constitute the legal, valid, and binding obligations of such Shareholder enforceable against him in accordance with their respective terms. (b) 3.4.2 Neither the execution and delivery of this Agreement or the Employment AgreementsAgreement, nor the consummation or performance of any of the Contemplated Transactions this transaction will, directly or indirectly: (ia) contravene, conflict with, or result in (with or without notice or lapse of time) a violation or breach of (Ai) any provision of the organizational documents of the Company, (Bii) any resolution adopted by the board of directors (or any Person person or group of Persons persons exercising similar authority) or the Shareholders), (Ciii) any Legal Requirement legal requirement or any Order order to which the CompanyBusiness, any Shareholder or any of the Assets may be subject, or give any Governmental Body governmental body or other Person person the right (with or without notice or lapse of time) to challenge any of the Contemplated Transactions contemplated transactions or to exercise any remedy or obtain any relief under any such Legal Requirement legal requirement or Orderorder; (Div) any of the terms or requirements of, or give any Governmental Body governmental body the right (with or without notice or lapse of time) to revoke, withdraw, suspend, cancel, terminate, or modify, any Governmental Authorization governmental authorization that is held by the Company or that otherwise relates and exclusively related to the Company's business Business or any of the Assets, or (Ev) any provision of, or give any Person person the right (with or without notice or lapse of time) to declare a default or exercise any remedy under, including the release of any asset or property Asset of the Company held in escrow, or to accelerate the maturity or performance of, or to cancel, terminate, or modify, any Contract; (ii) cause Buyer or the Company to become subject to, or to become liable for the payment of, any tax or cause any of the Assets to be reassessed or revalued by any taxing authority or other Governmental body; (iiib) result in (with or without notice or lapse of time) the imposition or creation of any Encumbrance upon or with respect to any of the Assets; or (ivc) except as disclosed in Section 3.5 of the Disclosure Memorandum and Exhibit 14, require any notice to or Consent from any Personperson, which consent Seller is obligated to obtain.

Authority; No Conflict. (a) This Agreement constitutes the legal, valid, and binding obligation of the Company and each of the ShareholdersSeller, enforceable against the Company and each of the Shareholders Seller in accordance with its terms. The Company Upon the execution and delivery by Seller of the Shareholders Agreement (the “Seller’s Closing Documents”), the Seller’s Closing Documents will constitute the legal, valid and binding obligations of Seller, enforceable against Seller in accordance with their respective terms. Seller has all the absolute and unrestricted necessary right, power, authority, authority and capacity to execute and deliver this Agreement and the Seller’s Closing Documents and to perform its obligations under this Agreement. Each of the Shareholders has all requisite legal capacity to execute and deliver this Agreement and his Employment Agreement, if applicable, and to perform his obligations thereunder. This Agreement and the Employment Agreement of each Shareholder, if applicable, when executed, will constitute the legal, valid, and binding obligations of such Shareholder enforceable against him in accordance with their respective termsSeller’s Closing Documents. (b) Neither Except as set forth in Schedule 3.2(b), neither the execution and delivery of this Agreement or the Employment Agreements, nor the consummation or performance of any of the Contemplated Transactions will, directly or indirectly: (i) contravene, conflict with, or result in indirectly (with or without notice or lapse of time): (i) contravene, conflict with or result in a violation or breach of (A) any provision of the organizational documents Organizational Documents of Seller or of the CompanyAcquired Companies, or (B) any resolution adopted by the board of directors (or any Person or group of Persons exercising similar authority) or the Shareholdersshareholders of Seller or of any Acquired Company; (ii) contravene, (C) any Legal Requirement conflict with or any Order to which the Company, any Shareholder or any of the Assets may be subjectresult in a violation of, or give any Governmental Body or other Person the right (with or without notice or lapse of time) to challenge any of the Contemplated Transactions or to exercise any remedy or obtain any relief under under, any such Legal Requirement or Order; any Order to which any Acquired Company or Seller, or any of the assets owned or used by any Acquired Company or otherwise in connection with the Business, may be subject; (Diii) contravene, conflict with or result in a violation of any of the terms or requirements of, or give any Governmental Body the right (with or without notice or lapse of time) to revoke, withdraw, suspend, cancel, terminate, or modify, any Governmental Authorization that is held by the any Acquired Company or that otherwise relates to the Company's Business or the business of, or any of the Assets, assets owned or (E) any provision of, or give any Person the right (with or without notice or lapse of time) to declare a default or exercise any remedy under, including the release of any asset or property of the Company held in escrow, or to accelerate the maturity or performance of, or to cancel, terminate, or modifyused by, any ContractAcquired Company; (iiiv) cause Buyer or the any Acquired Company to become subject to, or to become liable for the payment of, any tax or cause any of the Assets to be reassessed or revalued by any taxing authority or other Governmental bodyTax; (iiiv) contravene or result in a violation or breach of any provision of, or give any Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate or modify, any Applicable Contract; or (vi) result in (with or without notice or lapse of time) the imposition or creation of any Encumbrance upon or with respect to any of the Assets; or (iv) require assets owned or used by any Acquired Company or otherwise in connection with the Business. Except as set forth in Schedule 3.2(b), neither Seller nor any Acquired Company is or will be required to give any notice to or obtain any Consent from any PersonPerson in connection with the execution and delivery of this Agreement or the consummation or performance of any of the Contemplated Transactions.

Authority; No Conflict. (a) This Agreement and any agreement or documents to be executed at Closing pursuant to this Agreement (collectively, the “Closing Documents”) to which any of Shareholders or the Seller is a party, constitutes the legal, valid, and binding obligation of the Company and each of the Shareholderseach, enforceable against the Company and each of the Shareholders him, her or it in accordance with its their respective terms. The Company Each of Shareholders has the absolute legal capacity, power and unrestricted right, power, authority, authority and capacity the Seller has the corporate power and authority to execute and deliver this Agreement and the Closing Documents to which each is a party and to perform his, her or its respective obligations under this Agreementhereunder and thereunder, and to consummate the Contemplated Transactions. Each The execution, delivery and performance of the Shareholders has all requisite legal capacity to execute and deliver this Agreement and his Employment Agreement, if applicable, the Closing Documents to which Seller is a party has been specifically authorized by Shareholders and to perform his obligations thereunder. This Agreement and the Employment Agreement of each Shareholder, if applicable, when executed, will constitute the legal, valid, and binding obligations of such Shareholder enforceable against him in accordance with their respective termsany necessary limited liability company or limited partnership action. (b) Neither Except as set forth in Part 3.2(b) of the Disclosure Schedule, neither the execution and delivery by Shareholders or Seller of this Agreement or the Employment Agreements, nor the consummation or performance by Shareholders or Seller of any of the Contemplated Transactions will, directly or indirectly: (i) conflict with, violate or result in a breach of (A) any provision of the Organizational Documents of Seller; (B) any Order or any Legal Requirement to which any of Seller, Shareholders, the Business or any of the Assets may be subject; or (C) any Governmental Authorization held by Seller or, to Seller’s Knowledge, that otherwise relates to the Business or the Assets; or (ii) (A) contravene, conflict with, or result in (with or without notice or lapse of time) a violation or breach of (A) any provision of the organizational documents of the Company, (B) any resolution adopted by the board of directors (or any Person or group of Persons exercising similar authority) or the Shareholders, (C) any Legal Requirement or any Order to which the Company, any Shareholder or any of the Assets may be subject, or give any Governmental Body or other Person the right (with or without notice or lapse of time) to challenge any of the Contemplated Transactions or to exercise any remedy or obtain any relief under any such Legal Requirement or Order; (D) any of the terms or requirements of, or give any Governmental Body the right (with or without notice or lapse of time) to revoke, withdraw, suspend, cancel, terminate, or modify, any Governmental Authorization that is held by the Company or that otherwise relates to the Company's business or any of the Assets, or (E) any provision of, or give any Person the right (with or without notice or lapse of time) to declare a default or exercise any remedy under, including the release of any asset or property of the Company held in escrow, or to accelerate the maturity or performance of, or to cancel, terminate, or modify, modify any Contract; (ii) cause Buyer material Contract to which any of Seller or the Company to become subject to, Shareholders is a party or any material interest or rights of Seller in or to become liable for the payment of, any tax Assets; or cause any of the Assets to be reassessed or revalued by any taxing authority or other Governmental body; (iiiB) result in (with or without notice or lapse of time) the imposition or creation of any Encumbrance upon or with respect to any of the Assets; or. (ivc) require Except as set forth in Part 3.2(c) of the Disclosure Schedule, none of the Seller and/or Shareholders are or will be required to give any notice to or obtain any Consent from any PersonPerson in connection with the execution and delivery of this Agreement or the consummation or performance of any of the Contemplated Transactions.

Authority; No Conflict. (a) a. This Option Agreement constitutes the legal, valid, and binding obligation of the Company and each of the ShareholdersSeller, enforceable against the Company and each of the Shareholders Seller in accordance with its terms. The Company Upon the execution and delivery by Seller of the Seller’s Releases and the other agreements to be delivered by the Seller in connection with the completion of the Contemplated Transaction (collectively, the "Seller’s Closing Documents"), the Seller’s Closing Documents will each constitute the legal, valid, and binding obligations of Seller, enforceable against Seller in accordance with their respective terms. Seller has the absolute and unrestricted right, power, authority, and capacity to execute and deliver this Option Agreement and the Seller’s Closing Documents and to perform its their obligations under this Agreement. Each of the Shareholders has all requisite legal capacity to execute and deliver this Agreement and his Employment Agreement, if applicable, and to perform his obligations thereunder. This Option Agreement and the Employment Agreement of each Shareholder, if applicable, when executed, will constitute the legal, valid, and binding obligations of such Shareholder enforceable against him in accordance with their respective termsSeller’s Closing Documents. (b) Neither b. Except as set forth in Part 3.2 of the Disclosure Letter, neither the execution and delivery of this Option Agreement or the Employment Agreements, nor the consummation or performance of any of the Contemplated Transactions will, directly or indirectly:indirectly (with or without notice or lapse of time): (i) contravene, conflict with, or result in (with or without notice or lapse of time) a violation or breach of (A) any provision of the organizational documents Organizational Documents of the Acquired Company, or (B) any resolution adopted by the board of directors (or any Person other governing body, or group of Persons exercising similar authority) by the stockholders, members or the Shareholders, (C) any Legal Requirement or any Order to which the Company, any Shareholder or any owners of the Assets may be subjectAcquired Company; (ii) contravene, conflict with, or result in a violation of, or give any Governmental Body or other Person the right (with or without notice or lapse of time) to challenge any of the Contemplated Transactions or to exercise any remedy or obtain any relief under under, any such Legal Requirement or Order; any Order to which the Acquired Company or either Seller, or any of the assets owned or used by the Acquired Company, may be subject; (Diii) contravene, conflict with, or result in a violation of any of the terms or requirements of, or give any Governmental Body the right (with or without notice or lapse of time) to revoke, withdraw, suspend, cancel, terminate, or modify, any Governmental Authorization that is held by the Acquired Company or that otherwise relates to the Company's business of, or any of the Assetsassets owned or used by, the Acquired Company; (iv) cause Buyer or the Acquired Company to become subject to, or to become liable for the payment of, any Tax; (Ev) cause any of the assets owned by the Acquired Company to be reassessed or revalued by any taxing authority or other Governmental Body; (vi) contravene, conflict with, or result in a violation or breach of any provision of, or give any Person the right (with or without notice or lapse of time) to declare a default or exercise any remedy under, including the release of any asset or property of the Company held in escrow, or to accelerate the maturity or performance of, or to cancel, terminate, or modify, any Applicable Contract;; or (ii) cause Buyer or the Company to become subject to, or to become liable for the payment of, any tax or cause any of the Assets to be reassessed or revalued by any taxing authority or other Governmental body; (iiivii) result in (with or without notice or lapse of time) the imposition or creation of any Encumbrance upon or with respect to any of the Assets; or (iv) require assets owned or used by the Acquired Company. Except as set forth in Part 3.2 of the Disclosure Letter, neither the Seller nor the Acquired Company is or will be required to give any notice to or obtain any Consent from any Person in connection with the execution and delivery of this Option Agreement or the consummation or performance of any of the Contemplated Transactions. c. Seller will acquire the Cogenco Shares for its own account and not with a view to their distribution within the meaning of § 2(a)(11) of the Securities Act. The Seller is an “accredited investor” as such term is defined in Rule 501(a) under the Securities Act and a “non-U.S. Person” as such term is defined in Regulation S under the Securities Act. Seller has completed such investigation and due diligence with respect to its acquisition of the Cogenco Shares as Seller and its legal, financial, tax, investment, and other advisors have deemed appropriate or necessary in the circumstances.

Authority; No Conflict. (a) This Agreement constitutes the legal, valid, Seller has full power and binding obligation of the Company and each of the Shareholders, enforceable against the Company and each of the Shareholders in accordance with its terms. The Company has the absolute and unrestricted right, power, authority, and capacity authority to execute and deliver enter into this Agreement and the Ancillary Agreements, to perform its carry out the obligations under hereunder and thereunder and to consummate the transactions hereby and thereby. The execution, delivery and performance of this Agreement. Each , the Ancillary Agreements and other documents and instruments to be executed and delivered by Seller pursuant hereto and thereto and the consummation of the Shareholders has transactions contemplated hereby and thereby have been duly authorized by all requisite legal capacity to execute and deliver this Agreement and his Employment Agreement, if applicable, and to perform his obligations thereundernecessary action of Seller. This Agreement and the Employment Agreement of each Shareholder, if applicableAncillary Agreements have been duly and validly executed and delivered by Seller and, when executedexecuted and delivered, this Agreement, the Ancillary Agreements and the other documents and instruments to be executed and delivered by Seller pursuant hereto and thereto will constitute the legal, valid, and binding obligations agreements of such Shareholder Seller, enforceable against him Seller in accordance with their respective terms. (b) Neither The execution, delivery and performance by Seller of this Agreement and the Ancillary Agreements to which it is a party, and the consummation of the transactions contemplated hereby and thereby, do not and will not: (1) conflict with or result in a violation or breach of, or default under, any provision of the certificate of incorporation, by-laws or other organizational documents of any of the Acquired Companies; (2) conflict with or result in a violation or breach of any provision of any Law applicable to Seller or the Acquired Companies; (3) except as set forth in Section 3.2(b) of the Disclosure Schedules, require the consent, notice or other action by any Person under, conflict with, result in a violation or breach of, constitute a default or an event that, with or without notice or lapse of time or both, would constitute a default under, result in the acceleration of or create in any party the right to accelerate, terminate, modify or cancel any Contract to which Seller or an Acquired Company is a party or by which Seller or an Acquired Company is bound or to which any of their respective properties and assets are subject (including any Material Contract) or any permit affecting the properties, assets or business of an Acquired Company; or (4) result in the creation or imposition of any Encumbrance on any properties or assets of an Acquired Company. No Consent of a Governmental Body is required by or with respect to Seller or the Acquired Companies in connection with the execution and delivery of this Agreement or and the Employment Ancillary Agreements, nor the consummation or performance of any of the Contemplated Transactions will, directly or indirectly: (i) contravene, conflict with, or result in (with or without notice or lapse of time) a violation or breach of (A) any provision of the organizational documents of the Company, (B) any resolution adopted by the board of directors (or any Person or group of Persons exercising similar authority) or the Shareholders, (C) any Legal Requirement or any Order to which the Company, any Shareholder or any of the Assets may be subject, or give any Governmental Body or other Person the right (with or without notice or lapse of time) to challenge any of the Contemplated Transactions or to exercise any remedy or obtain any relief under any such Legal Requirement or Order; (D) any of the terms or requirements of, or give any Governmental Body the right (with or without notice or lapse of time) to revoke, withdraw, suspend, cancel, terminate, or modify, any Governmental Authorization that is held by the Company or that otherwise relates to the Company's business or any of the Assets, or (E) any provision of, or give any Person the right (with or without notice or lapse of time) to declare a default or exercise any remedy under, including the release of any asset or property of the Company held in escrow, or to accelerate the maturity or performance of, or to cancel, terminate, or modify, any Contract; (ii) cause Buyer or the Company to become subject to, or to become liable for the payment of, any tax or cause any of the Assets to be reassessed or revalued by any taxing authority or other Governmental body; (iii) result in (with or without notice or lapse of time) the imposition or creation of any Encumbrance upon or with respect to any of the Assets; or (iv) require any notice to or Consent from any Person.

Authority; No Conflict. (a) This Agreement constitutes the legal, valid, and binding obligation of Seller and the Company and each of the ShareholdersStockholders, enforceable against Seller and the Company and each of the Shareholders Stockholders in accordance with its terms, except to the extent enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors' rights and subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) (the "Enforceability Exceptions"). The Company has Seller and the Stockholders have the absolute and unrestricted right, power, authority, and capacity to execute and deliver this Agreement and the other documents contemplated to be executed and delivered at each Closing by Seller and/or the Stockholders and to perform its their respective obligations under this Agreement. Each of the Shareholders has all requisite legal capacity to execute and deliver this Agreement and his Employment Agreement, if applicable, and to perform his obligations thereunder. This Agreement and the Employment Agreement of each Shareholder, if applicable, when executed, will constitute the legal, valid, and binding obligations of such Shareholder enforceable against him in accordance with their respective termsother documents. (b) Neither Except as set forth in Schedule 4.2(b), neither the execution and delivery of this Agreement or the Employment Agreements, nor the consummation or performance of any of the Contemplated Transactions transactions contemplated hereby will, directly or indirectly:indirectly (with or without notice or lapse of time): (i) contravene, conflict with, or result in (with or without notice or lapse of time) a violation or breach of (A) any provision of the organizational documents Organizational Documents of the CompanySeller, or (B) any resolution adopted by the board stockholders or Board of directors Directors of Seller; (ii) contravene, conflict with, or any Person or group of Persons exercising similar authority) or the Shareholders, (C) any Legal Requirement or any Order to which the Company, any Shareholder or any of the Assets may be subjectresult in a violation of, or give any Governmental Body or other Person the right (with or without notice or lapse of time) to challenge any of the Contemplated Transactions transactions contemplated hereby or to exercise any remedy or obtain any relief under under, any such Legal Requirement Law or Order; any Order to which Seller may be subject; (Diii) contravene, conflict with, or result in a violation of any of the terms or requirements of, or give any Governmental Body the right (with or without notice or lapse of time) to revoke, withdraw, suspend, cancel, terminate, or modify, any material Governmental Authorization that is held by the Company Seller or that otherwise relates to Seller's Business; (iv) cause Buyer to become subject to, or to become liable for the Companypayment of, any state or local Tax (except as relates to Buyer's business or ownership of the Assets from and after the applicable Closing Date); (v) cause any of the AssetsAssets to be reassessed or revalued by any taxing authority or other Governmental Body (except as relates to Buyer's ownership of the Assets after the applicable Closing Date); (vi) contravene, conflict with, or (E) result in a violation or breach of any material provision of, or give any Person the right (with or without notice or lapse of time) to declare a default or exercise any remedy under, including the release of any asset or property of the Company held in escrow, or to accelerate the maturity or performance of, or to cancel, terminate, or modify, any Material Contract;; or (ii) cause Buyer or the Company to become subject to, or to become liable for the payment of, any tax or cause any of the Assets to be reassessed or revalued by any taxing authority or other Governmental body; (iiivii) result in (with or without notice or lapse of time) the imposition or creation of any Encumbrance Lien upon or with respect to any of the Assets; or (iv. Except as set forth in Schedule 4.2(b) require and the Premerger Notification required pursuant to the HSR Act, neither the Seller nor the Stockholders are required to give any notice to or obtain any Consent from any PersonPerson in connection with the execution and delivery of this Agreement or the consummation or performance of any of the transactions contemplated hereby.

Authority; No Conflict. (a) The Company has the full power and authority to execute and deliver this Agreement and the other documents and agreements contemplated by this Agreement to be executed and delivered by it and, subject to the fulfillment of the conditions precedent set forth in Sections 8.2(b), (c) and (d) of this Agreement, to consummate or perform the Contemplated Transactions. The execution and delivery by Company of this Agreement has been duly authorized by all necessary corporate actions on the part of Company. This Agreement constitutes and all other documents and agreements contemplated by this Agreement to be executed and delivered by the Company constitute the legal, valid, and binding obligation of the Company and each of the ShareholdersCompany, enforceable against the Company and each of the Shareholders in accordance with its terms. The Company has the absolute and unrestricted right, power, authority, and capacity to execute and deliver this Agreement and to perform its obligations under this Agreement. Each of the Shareholders has all requisite legal capacity to execute and deliver this Agreement and his Employment Agreement, if applicable, and to perform his obligations thereunder. This Agreement and the Employment Agreement of each Shareholder, if applicable, when executed, will constitute the legal, valid, and binding obligations of such Shareholder enforceable against him in accordance with their respective terms. (b) Neither Except as set forth in Section 4.2(b) of the Company Disclosure Letter, neither the execution and delivery of this Agreement or the Employment Agreements, nor the consummation or performance of any of the Contemplated Transactions will, directly or indirectly:indirectly (with or without notice, consent or lapse of time, or any combination thereof): (i) contravene, conflict with, or result in (with or without notice or lapse of time) a violation or breach of (A) any provision of the organizational documents Organizational Documents of the Company, or (B) any resolution adopted by the board of directors (directors, shareholders, managers or any Person or group members of Persons exercising similar authority) or the Shareholders, (C) any Legal Requirement or any Order to which the Company; (ii) contravene, any Shareholder conflict with, or any of the Assets may be subjectresult in a violation of, or give any Governmental Body or other Person the right (with or without notice or lapse of time) to challenge any of the Contemplated Transactions or to exercise any remedy remedy, or obtain any relief under relief, under, any such Legal Requirement or Order; any Order to which the Company or Coastal, or any of the assets owned or used by the Company or Coastal, may be subject; (Diii) contravene, conflict with, or result in a violation of any of the terms or requirements of, or give any Governmental Body the right (with or without notice or lapse of time) to revoke, withdraw, suspend, cancel, terminate, or modify, any Governmental Authorization that is held by the Company or Coastal or that otherwise relates to the Company's business of, or any of the Assetsassets owned or used by, the Company or Coastal; (iv) contravene, conflict with, or (E) result in a violation or breach of any provision of, or give any Person the right (with or without notice or lapse of time) to declare a default or exercise any remedy under, including the release of any asset or property of the Company held in escrow, or to accelerate the maturity or performance ofof or any right or obligation under, or to cancel, terminate, or modify, any Contract;Material Contract or any material Governmental Authorization held by the Companies; or (ii) cause Buyer or the Company to become subject to, or to become liable for the payment of, any tax or cause any of the Assets to be reassessed or revalued by any taxing authority or other Governmental body; (iiiv) result in (with or without notice or lapse of time) the imposition or creation of any Encumbrance (other than Permitted Encumbrances) upon or with respect to any of the Assets; orassets owned or used by the Company or Coastal, except as otherwise expressly agreed under the terms of this Agreement or in connection with financing arrangements entered into by the Buyer or its Affiliates. (ivc) require Except for (i) compliance with any applicable requirements of the Exchange Act, other applicable securities laws and the filing of the Articles of Merger pursuant to the IBCL; and (ii) each Consent set forth on Section 4.2(c) of the Company Disclosure Letter, no notice is required to be given and no material Consent is required, and no registration, declaration or Consent from filing is required to be made, in connection with the execution and delivery by the Company of this Agreement or the consummation of the Contemplated Transactions by the Company. (d) Section 4.2(d) of the Company Disclosure Letter sets forth (A) each Plan or Compensatory Contract (including any Personphantom equity award) pursuant to which any amounts may become payable (whether currently or in the future) to current or former officers, directors, employees or consultants of the Company or Coastal, or other Persons, as a result of or in connection with (or otherwise triggered in whole or in part by) the execution and delivery of this Agreement or the consummation of the Contemplated Transactions and (B) the payee and expected due date of such amounts payable under each such Plan or Compensatory Contract. In addition, except as set forth in Section 4.2(d) of the Company Disclosure Letter, neither the execution and delivery of this Agreement nor the consummation of the Contemplated Transactions will (i) increase any benefits otherwise payable under any Plan or Compensatory Contract or (ii) result in the acceleration of the time of payment or vesting of any benefits under any Plan or Compensatory Contract. (e) The Indiana Takeover Offers Act (Ind. Code Section 23-2-3.1), the Indiana Business Combinations Statute (Ind. Code Section 23-1-43) and the Control Share Acquisitions Statute (Ind. Code Section 23-1-42) do not apply to the Contemplated Transactions. (f) The Company Required Vote is the only vote of holders of securities of the Company (and the only corporate action on the part of the Company) that is necessary to adopt this Agreement and approve the Contemplated Transactions. The Company Board has taken all action necessary to waive any restrictions on transfer of the Shares set forth in the Company’s Organizational Documents so as to permit the consummation of the Contemplated Transactions.

Authority; No Conflict. (a) This Agreement constitutes the legal, valid, and binding obligation of the Company and each of the ShareholdersSeller, enforceable against the Company and each of the Shareholders Seller in accordance with its terms. The Company Upon the execution and delivery by each Seller Party of each of the Sellers' Closing Documents to which such Seller Party is a party, such Sellers' Closing Document will constitute the legal, valid, and binding obligation of each Seller Party who is a party thereto, enforceable against each such Seller Party in accordance with its terms. Each Seller has the absolute and unrestricted right, power, authority, and capacity to execute and deliver this Agreement and to perform its obligations under this Agreement. Each of , and each Seller Party has the Shareholders has all requisite legal absolute and unrestricted right, power, authority, and capacity to execute and deliver this Agreement and his Employment Agreement, if applicable, each of the Sellers' Closing Documents to which such Seller Party is a party and to perform his such Seller Party's obligations thereunder. This Agreement and under each of the Employment Agreement of each Shareholder, if applicable, when executed, will constitute the legal, valid, and binding obligations of Sellers' Closing Documents to which such Shareholder enforceable against him in accordance with their respective termsSeller Party is a party. (b) Neither Except as set forth in Section 3.2(b) of the Disclosure Letter, neither the execution and delivery of this Agreement or the Employment Agreements, nor the consummation or performance of any of the Contemplated Transactions will, directly or indirectly:indirectly (with or without notice or lapse of time): (i) contravene, conflict with, or result in (with or without notice or lapse of time) a violation or breach of (A) any provision of the organizational documents Organizational Documents of the CompanyAcquired Companies, or (B) any resolution adopted by the board of directors (or any Person or group of Persons exercising similar authoritygoverning body) or the Shareholdersstockholders of any Acquired Company; (ii) contravene, (C) any Legal Requirement conflict with, or any Order to which the Company, any Shareholder or any of the Assets may be subjectresult in a violation of, or give any Governmental Body or other Person the right (with or without notice or lapse of time) to challenge any of the Contemplated Transactions or to exercise any remedy or obtain any relief under under, any such Legal Requirement or Order; any Order to which any Acquired Company or Sellers, or any of the assets owned or used by any Acquired Company, may be subject; (Diii) contravene, conflict with, or result in a violation of any of the terms or requirements of, or give any Governmental Body the right (with or without notice or lapse of time) to revoke, withdraw, suspend, cancel, terminate, or modify, any Governmental Authorization that is held by the any Acquired Company or that otherwise relates to the Company's business of, or any of the Assetsassets owned or used by, any Acquired Company; (iv) cause Buyers or any Acquired Company to become subject to, or to become liable for the payment of, any Tax; (Ev) cause any of the assets owned by any Acquired Company to be reassessed or revalued by any taxing authority or other Governmental Body; (vi) contravene, conflict with, or result in a violation or breach of any provision of, or give any Person the right (with or without notice or lapse of time) to declare a default or exercise any remedy under, including the release of any asset or property of the Company held in escrow, or to accelerate the maturity or performance of, or to cancel, terminate, or modify, any Applicable Contract;; or (ii) cause Buyer or the Company to become subject to, or to become liable for the payment of, any tax or cause any of the Assets to be reassessed or revalued by any taxing authority or other Governmental body; (iiivii) result in (with or without notice or lapse of time) the imposition or creation of any Encumbrance upon or with respect to any of the Assets; or (ivassets owned or used by any Acquired Company. Except as set forth in Section 3.2(b) require of the Disclosure Letter, neither of the Sellers nor any Acquired Company is or will be required to give any notice to or obtain any Consent from any PersonPerson in connection with the execution and delivery of this Agreement or the consummation or performance of any of the Contemplated Transactions. (c) Sellers and Sellers' designees are acquiring the Promissory Note for their own account and not with a view to their distribution within the meaning of Section 2(11) of the Securities Act. Sellers and each of Sellers' designees are "accredited investors" as such term is defined in Rule 501(a) under the Securities Act.

Authority; No Conflict. (a) This Agreement constitutes the legal, valid, and binding obligation of the Company Quindeca and each of the ShareholdersShort, enforceable against the Company and each of the Shareholders in accordance with its terms. The Company has Quindeca and Short have the absolute and unrestricted right, power, authority, and capacity to execute and deliver this Agreement, the Employment Agreement and the Shareholders Agreement (to the extent either is a party thereto) and to perform its their respective obligations under this Agreement. Each of , the Shareholders has all requisite legal capacity to execute and deliver this Agreement and his Employment Agreement, if applicable, and to perform his obligations thereunder. This Agreement and the Employment Agreement of each Shareholder, if applicable, when executed, will constitute the legal, valid, and binding obligations of such Shareholder enforceable against him in accordance with their respective termsShareholders Agreement. (b) Neither Except as set forth in Part 2.2 of the Disclosure Letter, neither the execution and delivery of this Agreement or the Employment Agreements, nor the consummation or performance of any of the Contemplated Transactions will, directly or indirectly:indirectly (with or without notice or lapse of time): (i) contravene, conflict with, or result in (with or without notice or lapse of time) a violation or breach of (A) any provision of the organizational documents Organizational Documents of the CompanyQuindeca, or (B) any resolution adopted by the board of directors (or any Person or group of Persons exercising similar authority) or the Shareholdersshareholders of Quindeca; (ii) contravene, (C) any Legal Requirement conflict with, or any Order to which the Company, any Shareholder or any of the Assets may be subjectresult in a violation of, or give any Governmental Body or other Person the right (with or without notice or lapse of time) to challenge any of the Contemplated Transactions or to exercise any remedy or obtain any relief under under, any such Legal Requirement or Order; any Order to which Quindeca, or any of the assets owned or used by Quindeca, may be subject; (Diii) contravene, conflict with, or result in a violation of any of the terms or requirements of, or give any Governmental Body the right (with or without notice or lapse of time) to revoke, withdraw, suspend, cancel, terminate, or modify, any material Governmental Authorization that is held by the Company Quindeca or that otherwise relates to the Company's business of, or any of the Assetsassets owned or used by, Quindeca; (iv) contravene, conflict with, or (E) result in a violation or breach of any provision of, or give any Person the right (with or without notice or lapse of time) to declare a default or exercise any remedy under, including the release of any asset or property of the Company held in escrow, or to accelerate the maturity or performance of, or to cancel, terminate, or modify, any Applicable Contract;; or (ii) cause Buyer or the Company to become subject to, or to become liable for the payment of, any tax or cause any of the Assets to be reassessed or revalued by any taxing authority or other Governmental body; (iiiv) result in (with or without notice or lapse of time) the imposition or creation of any Encumbrance upon or with respect to any of the Acquired Assets; or (iv) require any notice to or Consent . As of the date of this Agreement, Quindeca and Short shall have given all notices and obtained all Consents required from any PersonPerson in connection with the execution and delivery of this Agreement or the consummation or performance of any of the Contemplated Transactions.

Authority; No Conflict. (a) This Agreement constitutes the legal, valid, and binding obligation of the Company and each of the ShareholdersSellers and the Company, enforceable against Sellers and the Company and each of the Shareholders Company, in accordance with its terms. The Company has Upon the execution and delivery by Sellers of the Employment Agreements, and the Non-competition Agreements (collectively, the “Sellers’ Closing Documents”), the Sellers’ Closing Documents will constitute the legal, valid, and binding obligations of Sellers, enforceable against Sellers in accordance with their respective terms. Sellers have the absolute and unrestricted right, power, authority, and capacity to execute and deliver this Agreement and the Sellers’ Closing Documents and to perform its their obligations under this Agreement. Each of the Shareholders has all requisite legal capacity to execute and deliver this Agreement and his Employment Agreement, if applicable, and to perform his obligations thereunder. This Agreement and the Employment Agreement of each Shareholder, if applicable, when executed, will constitute the legal, valid, and binding obligations of such Shareholder enforceable against him in accordance with their respective termsSellers’ Closing Documents. (b) Neither Except as set forth in Part 3.2 of the Disclosure Letter, the execution and delivery of this Agreement or the Employment Agreements, nor and/or the consummation or performance of any of the Contemplated Transactions willwill not, directly or indirectly:indirectly (with or without notice or lapse of time): (i) contravene, conflict with, or result in (with or without notice or lapse of time) a violation or breach of (A) any provision of the organizational documents Organizational Documents of the CompanyAcquired Companies, or (B) any resolution adopted by the board of directors (or any Person or group of Persons exercising similar authority) or the Shareholdersstockholders of any Acquired Company; (ii) contravene, (C) any Legal Requirement conflict with, or any Order to which the Company, any Shareholder or any of the Assets may be subjectresult in a violation of, or give any Governmental Body or other Person the right (with or without notice or lapse of time) to challenge any of the Contemplated Transactions or to exercise any remedy or obtain any relief under under, any such Legal Requirement or Order; any Order to which any Acquired Company or either Seller, or any of the assets owned or used by any Acquired Company, may be subject; (Diii) contravene, conflict with, or result in a violation of any of the terms or requirements of, or give any Governmental Body the right (with or without notice or lapse of time) to revoke, withdraw, suspend, cancel, terminate, or modify, any Governmental Authorization that is held by the any Acquired Company or that otherwise relates to the Company's business of, or any of the Assetsassets owned or used by, any Acquired Company; (iv) cause Buyer or any Acquired Company to become subject to, or to become liable for the payment of, any Tax; (Ev) cause any of the assets owned by any Acquired Company to be reassessed or revalued by any taxing authority or other Governmental Body; (vi) contravene, conflict with, or result in a violation or breach of any provision of, or give any Person the right (with or without notice or lapse of time) to declare a default or exercise any remedy under, including the release of any asset or property of the Company held in escrow, or to accelerate the maturity or performance of, or to cancel, terminate, or modify, any Applicable Contract;; or (ii) cause Buyer or the Company to become subject to, or to become liable for the payment of, any tax or cause any of the Assets to be reassessed or revalued by any taxing authority or other Governmental body; (iiivii) result in (with or without notice or lapse of time) the imposition or creation of any Encumbrance upon or with respect to any of the Assets; or (iv) require assets owned or used by any Acquired Company. Except as set forth in Part 3.2 of the Disclosure Letter, no Seller or Acquired Company is or will be required to give any notice to or obtain any Consent from any PersonPerson in connection with the execution and delivery of this Agreement or the consummation or performance of any of the Contemplated Transactions. (c) Sellers are acquiring the Promissory Notes for their own account and not with a view to their distribution within the meaning of Section 2(11) of the Securities Act. Each Seller is an “accredited investor” as such term is defined in Rule 501(a) under the Securities Act.

Authority; No Conflict. (a) This Agreement constitutes the legal, valid, and binding obligation of the Company and each of the Shareholders, enforceable against the Company and each of the Shareholders in accordance with its terms. The Company has Upon the execution and delivery by Shareholders of the Escrow Agreement, the Shareholders' Releases and the Employment Agreements (collectively, the "Shareholders' Closing Documents"), the Shareholders' Closing Documents will constitute the legal, valid, and binding obligations of Shareholders, enforceable against the Shareholders executing them in accordance with their respective terms. Shareholders have the absolute and unrestricted right, power, authority, and capacity to execute and deliver this Agreement and, in the case of the Shareholders executing them, the Shareholders' Closing Documents and to perform its their obligations under this AgreementAgreement and, in the case of the Shareholders executing them, the Shareholders' Closing Documents. Each of the Shareholders has all requisite legal capacity to execute foregoing representations and deliver this Agreement warranties is subject, as and his Employment Agreement, if where applicable, to the operation of bankruptcy, insolvency and to perform his obligations creditors' rights laws, regulations and decisions thereunder. This Agreement and the Employment Agreement of each Shareholder, if applicable, when executed, will constitute the legal, valid, and binding obligations of such Shareholder enforceable against him in accordance with their respective terms. (b) Neither Except as set forth in Part 3.2 of the Shareholder Disclosure Schedule, neither the execution and delivery of this Agreement or the Employment Agreements, nor the consummation or performance of any of the Contemplated Transactions will, directly or indirectly:indirectly (with or without notice or lapse of time): (i) contravene, conflict with, or result in (with or without notice or lapse of time) a violation or breach of (A) any provision of the organizational documents Organizational Documents of the CompanyCompany or any Subsidiary, or (B) any resolution adopted by the board of directors (or the stockholders of the Company or any Person Subsidiary; (ii) contravene, conflict with, or group of Persons exercising similar authority) or the Shareholders, (C) any Legal Requirement or any Order to which the Company, any Shareholder or any of the Assets may be subjectresult in a violation of, or give any Governmental Body or other Person the right (with or without notice or lapse of time) to challenge any of the Contemplated Transactions or to exercise any remedy or obtain any relief under under, any such Legal Requirement or Order; any Order to which the Company, any Subsidiary or any Shareholder, or any of the assets owned or used by the Company or any Subsidiary, may be subject; (Diii) contravene, conflict with, or result in a violation of any of the terms or requirements of, or give any Governmental Body the right (with or without notice or lapse of time) to revoke, withdraw, suspend, cancel, terminate, or modify, any Governmental Authorization that is held by the Company or any Subsidiary or that otherwise relates to the Company's business of, or any of the Assetsassets owned or used by, the Company or any Subsidiary; (iv) contravene, conflict with, or (E) result in a violation or breach of any provision of, or give any Person the right (with or without notice or lapse of time) to declare a default or exercise any remedy under, including the release of any asset or property of the Company held in escrow, or to accelerate the maturity or performance of, or to cancel, terminate, or modify, any Applicable Contract;; or (ii) cause Buyer or the Company to become subject to, or to become liable for the payment of, any tax or cause any of the Assets to be reassessed or revalued by any taxing authority or other Governmental body; (iiiv) result in (with or without notice or lapse of time) the imposition or creation of any Encumbrance upon or with respect to any of the Assets; or (iv) require assets owned or used by the Company or any Subsidiary. Except as set forth in Part 3.2 of the Shareholder Disclosure Schedule, neither any Shareholder nor the Company or any Subsidiary is or will be required to give any notice to or obtain any Consent from any PersonPerson in connection with the execution and delivery of this Agreement or the consummation or performance of any of the Contemplated Transactions, provided, however, that the foregoing shall not apply to any notice or Consent required of the Buyer as a result of its status as a reporting company under the Exchange Act.

Authority; No Conflict. (a) This Agreement constitutes the legal, valid, and binding obligation of the Company and each of the Shareholders, Sellers enforceable against the Company and each of the Shareholders them in accordance with its terms. The Upon the execution and delivery or exchange by Sellers or the Acquired Company has of this Agreement and the documents set forth in Sections 2.3, 7.4, and otherwise (collectively, the "Sellers' Closing Documents"), the Sellers' Closing Documents will constitute the legal, valid, and binding obligations of Sellers, enforceable against them in accordance with their respective terms. Sellers have the absolute and unrestricted right, power, authority, and capacity to execute and deliver this Agreement and the Sellers' Closing Documents and to perform its their obligations under this Agreement. Each of the Shareholders has all requisite legal capacity to execute and deliver this Agreement and his Employment Agreement, if applicable, and to perform his obligations thereunder. This Agreement and the Employment Agreement of each Shareholder, if applicable, when executed, will constitute the legal, valid, and binding obligations of such Shareholder enforceable against him in accordance with their respective termsSellers' Closing Documents. (b) Neither Except as set forth in Schedule 3.2(b), neither the execution and delivery of this Agreement or the Employment Agreements, nor the consummation or performance of any of the Contemplated Transactions will, directly or indirectly:indirectly (with or without notice or lapse of time): (i) contravene, conflict with, or result in (with or without notice or lapse of time) a violation or breach of (A) any provision of the organizational documents Organizational Documents of the Acquired Company, or (B) any resolution adopted by the board of directors (or any Person or group of Persons exercising similar authority) or the Shareholders, (C) any Legal Requirement or any Order to which the Company, any Shareholder or any stockholders of the Assets may be subjectAcquired Company; (ii) contravene, conflict with, or result in a violation of, or give any Governmental Body or other Person the right (with or without notice or lapse of time) to challenge any of the Contemplated Transactions or to exercise any remedy or obtain any relief under under, any such Legal Requirement or Order; any Order to which the Acquired Company or any Seller, or any of the assets owned or used by the Acquired Company, may be subject; (Diii) contravene, conflict with, or result in a violation of any of the terms or requirements of, or give any Governmental Body the right (with or without notice or lapse of time) to revoke, withdraw, suspend, cancel, terminate, or modify, any Governmental Authorization that is held by the Acquired Company or that otherwise relates to the Company's business of, or any of the Assetsassets owned or used by, the Acquired Company; (iv) cause IOI or the Acquired Company to become subject to, or to become liable for the payment of, any Tax; (Ev) cause any of the assets owned by the Acquired Company to be reassessed or revalued by any taxing authority or other Governmental Body; (vi) contravene, conflict with, or result in a violation or breach of any provision of, or give any Person the right (with or without notice or lapse of time) to declare a default or exercise any remedy under, including the release of any asset or property of the Company held in escrow, or to accelerate the maturity or performance of, or to cancel, terminate, or modify, any Applicable Contract;; or (ii) cause Buyer or the Company to become subject to, or to become liable for the payment of, any tax or cause any of the Assets to be reassessed or revalued by any taxing authority or other Governmental body; (iiivii) result in (with or without notice or lapse of time) the imposition or creation of any Encumbrance upon or with respect to any of the Assets; or (iv) require assets owned or used by the Acquired Company. Except as set forth in Schedule 3.2(b), no Seller or Acquired Company is or will be required to give any notice to or obtain Consent from any PersonPerson in connection with the execution and delivery of this Agreement or the consummation or performance of any of the Contemplated Transactions. (c) Sellers are acquiring IOI shares for their own account and not with a view to their distribution within the meaning of Section 2(11) of the Securities Act. With the exception of Xxxx, each Seller is an "accredited investor" as such term is defined in Rule 501(a) under the Securities Act.

Authority; No Conflict. (a) This Agreement constitutes the legal, valid, and binding obligation of the Company and each of the Shareholders, enforceable against the Company and each of the Shareholders in accordance with its terms. The Company has the absolute and unrestricted right, power, authority, authority and capacity to execute and deliver this Agreement and the Transaction Documents to which it is a party, to consummate the Merger and the other transactions contemplated hereby and thereby and to perform its obligations under this Agreement. Each of the Shareholders has all requisite legal capacity to execute and deliver this Agreement and his Employment Agreement, if applicable, and the Transaction Documents to perform his obligations thereunderwhich it is a party. This Agreement has been duly authorized and approved, executed and delivered by the Employment Agreement of each Shareholder, if applicable, when executed, will constitute Company and constitutes the legal, validvalid and binding obligation of the Company, enforceable against the Company in accordance with its terms. Upon the authorization and approval, execution and delivery by the Company of the Transaction Documents to which it is a party, such Transaction Documents will constitute legal, valid and binding obligations of such Shareholder the Company, enforceable against him the Company in accordance with their respective terms. (b) Neither Except as set forth in Section 4.2 of the Disclosure Schedule, neither the execution and delivery of this Agreement or any Transaction Document by the Employment Agreements, Company nor the consummation or performance by the Company of the Merger or any of the Contemplated Transactions other transactions contemplated hereby or thereby will, directly or indirectly: (i) contravene, conflict with, or result in indirectly (with or without notice or lapse of timetime or both): (i) contravene, conflict with or result in a violation or breach of (A) any provision of the organizational documents Organizational Documents of the CompanyCompany or any Company Subsidiary, (B) any resolution adopted by the board of directors (or the shareholders of the Company or any Person or group of Persons exercising similar authority) or the ShareholdersCompany Subsidiary, (C) any Legal Requirement legal requirement or any Order Order, award, decision, settlement or process to which the Company, Company or any Shareholder Company Subsidiary or any of the Assets assets or properties owned or used by the Company or any Company Subsidiary may be subject, or give any Governmental Body or other Person the right (with or without notice or lapse of time) to challenge any of the Contemplated Transactions or to exercise any remedy or obtain any relief under any such Legal Requirement or Order; (D) any of the terms or requirements ofGovernmental Permit, or give any Governmental Body the right (with or without notice or lapse of time) to revoke, withdraw, suspend, cancel, terminate, or modify, any Governmental Authorization that which is held by the Company or that otherwise relates to the Company's business or any of the Assets, or (E) any provision of, or give any Person the right (with or without notice or lapse of time) to declare a default or exercise any remedy under, including the release of any asset or property of the Company held in escrow, or to accelerate the maturity or performance of, or to cancel, terminate, or modify, any ContractSubsidiary; (ii) cause Buyer result in a breach of or constitute a default, give rise to a right of termination, cancellation or acceleration, create any entitlement to any payment or benefit, or require the consent, authorization or approval of or any notice to or filing with any third Person under any material Contract to which the Company or any Company Subsidiary is a party or to become subject towhich its or their assets or properties are bound, or require the consent, authorization or approval of or any notice to become liable for or filing with any Governmental Authority to which the payment of, Company or any tax Company Subsidiary or cause any of the Assets to be reassessed its or revalued by any taxing authority their assets or other Governmental body;properties is subject; or (iii) result in (with or without notice or lapse of time) the imposition or creation of any Encumbrance or Lien upon or with respect to any of the Assets; or (iv) require assets or properties owned or used by the Company or any notice to or Consent from any PersonCompany Subsidiary.

Authority; No Conflict. (a) This Agreement constitutes the legal, valid, and binding obligation of the Company and each of the ShareholdersOwners, enforceable against the Company and each of the Shareholders Owners in accordance with its terms. The Company has Upon the execution and delivery of the Escrow Agreement, the Registration Rights Agreement, the Employment Agreements, and the Owners' Releases (collectively, the "OWNERS' CLOSING DOCUMENTS") by the parties thereto, Owners' Closing Documents will constitute the legal, valid, and binding obligations of Owners, enforceable against Owners in accordance with their respective terms. Owners have the absolute and unrestricted right, power, authority, and capacity to execute and deliver this Agreement and Owners' Closing Documents and to perform its their obligations under this Agreement. Each of the Shareholders has all requisite legal capacity to execute and deliver this Agreement and his Employment Agreement, if applicable, and to perform his obligations thereunder. This Agreement and the Employment Agreement of each Shareholder, if applicable, when executed, will constitute the legal, valid, and binding obligations of such Shareholder enforceable against him in accordance with their respective termsOwners' Closing Documents. (b) Neither Except as set forth in Part 3.2 of the Disclosure Letter, neither the execution and delivery of this Agreement or the Employment Agreements, and Owners' Closing Documents nor the consummation or performance of any of the Contemplated Transactions will, directly or indirectly:indirectly (with or without notice or lapse of time): (i) contravene, conflict with, or result in (with or without notice or lapse of time) a violation or breach of (A) any provision of the organizational documents Organizational Documents of the Company, or (B) any resolution adopted by the board of directors (or any Person or group of Persons exercising similar authority) or the Shareholders, (C) any Legal Requirement or any Order to which stockholders of the Company; (ii) contravene, any Shareholder conflict with, or any of the Assets may be subjectresult in a violation of, or give any Governmental Body or other Person the right (with or without notice or lapse of time) to challenge any of the Contemplated Transactions or to exercise any remedy or obtain any relief under under, any such Legal Requirement or Order; any Order to which either Owner, or, to either Owner's Knowledge, the Company or any of the assets owned or used by the Company, may be subject; (Diii) to Owners' Knowledge, contravene, conflict with, or result in a violation of any of the terms or requirements of, or give any Governmental Body the right (with or without notice or lapse of time) to revoke, withdraw, suspend, cancel, terminate, or modify, any Governmental Authorization that is held by the Company or that otherwise relates to the Company's business of, or any of the Assetsassets owned or used by, the Company; (iv) to Owners' Knowledge, contravene, conflict with, or (E) result in a violation or breach of any provision of, or give any Person the right (with or without notice or lapse of time) to declare a default or exercise any remedy under, including the release of any asset or property of the Company held in escrow, or to accelerate the maturity or performance of, or to cancel, terminate, or modify, any Material Contract;; or (ii) cause Buyer or the Company to become subject to, or to become liable for the payment of, any tax or cause any of the Assets to be reassessed or revalued by any taxing authority or other Governmental body; (iiiv) result in (with or without notice or lapse of time) the imposition or creation of any Encumbrance upon or with respect to any of the Assets; or (iv) require assets owned or used by the Company. Except as set forth in Part 3.2 of the Disclosure Letter, and except for Consents with respect to Company Contracts that are not Material Contracts, neither of the Owners nor, to Owners' Knowledge, the Company is or will be required to give any notice to or obtain any Consent from any PersonPerson in connection with the execution and delivery of this Agreement or the consummation or performance of any of the Contemplated Transactions.

Authority; No Conflict. (a) This Agreement constitutes the legal, valid, and binding obligation of the Company and each of the ShareholdersSeller, enforceable against the Company and each of the Shareholders Seller in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency or similar laws and equitable principles relating to or affecting the rights of creditors generally from time to time in effect. The Company Seller has the absolute and unrestricted right, power, authority, corporate power and capacity authority to execute and deliver this Agreement and to perform its obligations under this Agreement. Each of the Shareholders has all requisite legal capacity to execute and deliver this Agreement and his Employment Agreement, if applicable, and to perform his obligations thereunder. This Agreement and the Employment Agreement of each Shareholder, if applicable, when executed, will constitute the legal, valid, and binding obligations of such Shareholder enforceable against him in accordance with their respective terms. (b) Neither Except as set forth in Part 3.2 of the Disclosure Letter, neither the execution and delivery of this Agreement or the Employment Agreements, nor the consummation or performance of any of the Contemplated Transactions will, directly or indirectly:indirectly (with or without notice or lapse of time): (i) contravene, conflict with, or result in (with or without notice or lapse of time) a violation or breach of (A) any provision of the organizational documents Organizational Documents of the CompanyAcquired Companies, (B) any resolution adopted by the board of directors (or any Person or group of Persons exercising similar authority) or the Shareholders, (C) any Legal Requirement or any Order to which the Company, any Shareholder or any as they exist as of the Assets may be subjectClosing Date; (ii) except for the antitrust laws of any jurisdiction, contravene, conflict with, or result in a violation of, or give any Governmental Body or other Person the right (with or without notice or lapse of time) to challenge any of the Contemplated Transactions or to exercise any remedy or obtain any relief under under, any such Legal Requirement or Order; any Order to which any Acquired Company or Seller, or any of the assets owned or used by any Acquired Company, may be subject; (Diii) contravene, conflict with, or result in a violation of any of the terms or requirements of, or give any Governmental Body the right (with or without notice or lapse of time) to revoke, withdraw, suspend, cancel, terminate, or modify, any Governmental Authorization that is held by the any Acquired Company or that otherwise relates to the Company's business of, or any of the Assetsassets owned or used by, any Acquired Company; (iv) contravene, conflict with, or (E) result in a violation or breach of any provision of, or give any Person the right (with or without notice or lapse of time) to declare a default or exercise any remedy under, including the release of any asset or property of the Company held in escrow, or to accelerate the maturity or performance of, or to cancel, terminate, or modify, any Applicable Contract;, as they exist as of the Closing Date; or (ii) cause Buyer or the Company to become subject to, or to become liable for the payment of, any tax or cause any of the Assets to be reassessed or revalued by any taxing authority or other Governmental body; (iiiv) result in (with or without notice or lapse of time) the imposition or creation of any Encumbrance, other than any Encumbrance that may be created or imposed by the Buyer, upon or with respect to any of the Assets; or (iv) require assets owned or used by any Acquired Company. Except as set forth in Part 3.2 of the Disclosure Letter, neither the Seller nor any Acquired Company is or will be required to give any notice to or obtain any Consent from any PersonPerson in connection with the execution and delivery of this Agreement or the consummation or performance of any of the Contemplated Transactions.

Authority; No Conflict. (a) This Agreement constitutes the legal, valid, and binding obligation of the Company Acquired Companies and each of the ShareholdersSellers, enforceable against the Company Acquired Companies and each of the Shareholders Sellers in accordance with its terms. Upon the execution and delivery by Sellers of the Management Agreements and the Lease (collectively, the "Sellers' Closing Documents"), the Sellers' Closing Documents will constitute the legal, valid, and binding obligations of Sellers, enforceable against Sellers in accordance with their respective terms. The Company has Acquired Companies and the Sellers, respectively, have the absolute and unrestricted right, power, authority, and capacity to execute and deliver this Agreement and the Sellers' Closing Documents and to perform its each of their obligations under this Agreement. Each of the Shareholders has all requisite legal capacity to execute and deliver this Agreement and his Employment Agreement, if applicable, and to perform his obligations thereunder. This Agreement and the Employment Agreement of each ShareholderSellers' Closing Documents, if applicable, when executed, will constitute the legal, valid, and binding obligations of such Shareholder enforceable against him in accordance with their respective termsrespectively. (b) Neither Except as set forth in Section 3.2(b) of the Disclosure Schedule, neither the execution and delivery of this Agreement or the Employment Agreements, nor the consummation or performance of any of the Contemplated Transactions will, directly or indirectly:indirectly (with or without notice or lapse of time); (i) contravene, conflict with, or result in (with or without notice or lapse of time) a violation or breach of (A) any provision of the organizational documents Organizational Documents of the Company, Acquired Companies or (B) any resolution adopted by the board Board of directors (or any Person or group of Persons exercising similar authority) Directors or the Shareholders, (C) any Legal Requirement or any Order to which the Company, any Shareholder or any stockholders of the Assets may be subjectAcquired Companies; (ii) contravene, conflict with, or result in a violation of, or give any Governmental Body or other Person the right (with or without notice or lapse of time) to challenge any of the Contemplated Transactions Transactions, or to exercise any remedy or obtain any relief under any such Legal Requirement or Order; any Order to which the Acquired Companies or any Seller, or any of the assets owned or used by any Acquired Company, may be subject; (Diii) contravene, conflict with, or result in a violation of any of the terms or requirements of, or give any Governmental Body the right (with or without notice or lapse of time) to revoke, withdraw, suspend, cancel, terminate, or modify, any Governmental Authorization that is held by the Company Acquired Companies or that otherwise relates to the Company's business of, or any of the Assetsassets owned or used by, the Acquired Companies; (iv) cause Buyer or the Acquired Companies to become subject to, or to become liable for the payment of, any Tax; (Ev) cause any of the assets owned by the Acquired Companies to be reassessed or revalued by any taxing authority or other Governmental Body; (vi) contravene, conflict with, or result in a violation or breach of any provision of, or give any Person the right (with or without notice or lapse of time) to declare a default or exercise any remedy under, including the release of any asset or property of the Company held in escrow, or to accelerate the maturity or performance of, or to cancel, terminate, or modify, any Applicable Contract;; or (ii) cause Buyer or the Company to become subject to, or to become liable for the payment of, any tax or cause any of the Assets to be reassessed or revalued by any taxing authority or other Governmental body; (iiivii) result in (with or without notice or lapse of time) the imposition or creation of any Encumbrance upon or with respect to any of the Assets; orassets owned or used by the Acquired Companies. (ivc) require Except as set forth in Section 3.2(c) of the Disclosure Schedule, neither any of the Acquired Companies nor any Seller is or will be required to give any notice to or obtain any Consent from any PersonPerson in connection with the execution and delivery of this Agreement or the consummation or performance of any of the Contemplated Transactions.