Common use of Authority; No Conflict Clause in Contracts

Authority; No Conflict. (a) Upon the execution and delivery by Buyer of the Transaction Documents, each of the Transaction Documents (assuming the due execution and delivery of the Transaction Documents by Seller) will constitute the legal, valid and binding obligation of Buyer, enforceable against Buyer in accordance with its respective terms. Buyer has the power and authority to execute and deliver this Agreement and the Transaction Documents and to perform its obligations under the Transaction Documents, and such action has been duly authorized by all necessary corporate action. (b) Neither the execution and delivery of this Agreement by Buyer nor the consummation or performance of any of the Contemplated Transactions by Buyer will give any Person the right to prevent, delay or otherwise interfere with any of the Contemplated Transactions pursuant to: (i) any provision of Buyer’s Governing Documents; (ii) any resolution adopted by the board of directors or the equity holders of Buyer; (iii) any Applicable Law or Order to which Buyer may be subject; or (iv) any Contract to which Buyer is a party or by which Buyer may be bound. Buyer is not and will not be required to 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. (c) The execution and delivery by Buyer of this Agreement, and the performance of its obligations hereunder does not require a registration, filing, application, notice, consent, approval, order, qualification, authorization, designation, declaration or waiver with, to or from any Governmental Authority.

Authority; No Conflict. (a) Upon the execution and delivery by Buyer of the Transaction Documents, each of the Transaction Documents (assuming the due execution and delivery of the Transaction Documents by Seller) will constitute This Agreement constitutes the legal, valid valid, and binding obligation of Buyer, enforceable against Buyer in accordance with its terms. Upon the execution and delivery by Buyer of this Agreement and the Shareholders' Agreement (collectively, the "Buyer's Closing Documents"), the Buyer's Closing Documents will constitute the legal, valid, and binding obligations of Buyer, enforceable against Buyer in accordance with their respective terms. Buyer has the power absolute and unrestricted right, power, and authority to execute and deliver this Agreement and the Transaction Buyer's Closing Documents and to perform its obligations under this Agreement and the Transaction Buyer's Closing Documents, and such action has been duly authorized by all necessary corporate action. (b) Neither Except as set forth in Schedule 4.2, neither the execution and delivery of this Agreement by Buyer Buyer, nor the consummation or performance of any of the Contemplated Transactions by Buyer Buyer, will give any Person the right to prevent, delay delay, or otherwise interfere with any of the Contemplated Transactions pursuant to: : (i) any provision of Buyer’s Governing 's Organizational Documents; ; (ii) any resolution adopted by the board of directors or the equity holders stockholders of Buyer; ; (iii) any Applicable Law Legal Requirement or Order to which Buyer may be subject; or or (iv) any Contract to which Buyer is a party or by which Buyer may be bound. Except as set forth in Schedule 4.2, Buyer is not and will not be required to obtain any consent 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. (c) The execution and delivery by Buyer of this Agreement, and the performance of its obligations hereunder does not require a registration, filing, application, notice, consent, approval, order, qualification, authorization, designation, declaration or waiver with, to or from any Governmental Authority.

Authority; No Conflict. (a) Upon This Agreement, and the execution and delivery related documents delivered by Buyer of at the Transaction DocumentsClosing, each of the Transaction Documents (assuming the due execution and delivery of the Transaction Documents by Seller) will constitute the legal, valid and binding obligation of Buyer, enforceable against Buyer in accordance with its respective their terms. Buyer has the absolute and unrestricted right, power and authority to execute and deliver this Agreement and the Transaction Documents related documents delivered by Buyer at the Closing and to perform its obligations under the Transaction Documentssuch Agreement and related documents, and such action has been duly authorized by all necessary corporate action. (b) Neither the execution and delivery of this Agreement by Buyer nor the consummation or performance of any of the Contemplated Transactions transactions contemplated herein by Buyer will give any Person person or entity the right to prevent, delay or otherwise interfere with any of the Contemplated Transactions transactions contemplated herein pursuant to: : (i) any provision of Buyer’s Governing Documents; 's governing documents; (ii) any resolution adopted by the board of directors or the equity holders shareholders of Buyer; ; (iii) any Applicable Law legal requirement or Order order to which Buyer may be subject; or or (iv) any Contract to which Buyer is a party or by which Buyer may be bound. Buyer is not and will not be required to obtain any consent from any Person person or entity in connection with the execution and delivery of this Agreement or the consummation or performance of any of the Contemplated Transactionstransactions contemplated herein. (c) The execution and delivery by Buyer of this Agreement, and the performance of its obligations hereunder does not require a registration, filing, application, notice, consent, approval, order, qualification, authorization, designation, declaration or waiver with, to or from any Governmental Authority.

Authority; No Conflict. (a) Upon the execution and delivery by Buyer of the Transaction Documents, each of the Transaction Documents (assuming the due execution and delivery of the Transaction Documents by Seller) will constitute This Agreement constitutes the legal, valid valid, and binding obligation of Buyer, enforceable against Buyer in accordance with its terms. Upon the execution and delivery by Buyer of the Employment Agreements and the Promissory Notes (collectively, the "Buyer's Closing Documents"), the Buyer's Closing Documents will constitute the legal, valid, and binding obligations of Buyer, enforceable against Buyer in accordance with their respective terms. Buyer has the power absolute and unrestricted right, power, and authority to execute and deliver this Agreement and the Transaction Buyer's Closing Documents and to perform its obligations under this Agreement and the Transaction Buyer's Closing Documents, and such action has been duly authorized by all necessary corporate action. (b) Neither Except as set forth in Schedule 4.2, neither the execution and delivery of this Agreement by Buyer nor the consummation or performance of any of the Contemplated Transactions by Buyer will give any Person the right to prevent, delay delay, or otherwise interfere with any of the Contemplated Transactions pursuant to: : (i) any provision of Buyer’s Governing 's Organizational Documents; ; (ii) any resolution adopted by the board of directors or the equity holders stockholders of Buyer; ; (iii) any Applicable Law Legal Requirement or Order to which Buyer may be subject; or or (iv) any Contract to which Buyer is a party or by which Buyer may be bound. Except as set forth in Schedule 4.2, Buyer is not and will not be required to obtain any consent 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. (c) The execution and delivery by Buyer of this Agreement, and the performance of its obligations hereunder does not require a registration, filing, application, notice, consent, approval, order, qualification, authorization, designation, declaration or waiver with, to or from any Governmental Authority.

Authority; No Conflict. (a) Upon the execution and delivery by Buyer of the Transaction Documents, each of the Transaction Documents (assuming the due execution and delivery of the Transaction Documents by Seller) will constitute This Agreement constitutes the legal, valid valid, and binding obligation of BuyerBuyers, enforceable against Buyer Buyers in accordance with its respective terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or other laws affecting creditor's rights generally. Buyer has Buyers have the power absolute and unrestricted right, power, and authority to execute and deliver this Agreement and the Transaction Documents and to perform its their obligations under the Transaction Documents, and such action has been duly authorized by all necessary corporate actionthis Agreement. (b) Neither the execution and delivery of this Agreement by Buyer Buyers nor the consummation or performance of any of the Contemplated Transactions by Buyer Buyers will give any Person the right to prevent, delay delay, or otherwise interfere with any of the Contemplated Transactions pursuant to: : (i) any provision of Buyer’s Governing Buyers' Organizational Documents; ; (ii) any resolution adopted by the board of directors or the equity holders stockholders of Buyer; Buyers; (iii) any Applicable Law Legal Requirement or Order to which Buyer Buyers may be subject; or or (iv) any Contract to which Buyer is Buyers are a party or by which Buyer Buyers may be bound. Buyer is Except as set forth in Schedule 3.2, Buyers are not and will not be required to obtain any consent 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. (c) The execution and delivery by Buyer of this Agreement, and the performance of its obligations hereunder does not require a registration, filing, application, notice, consent, approval, order, qualification, authorization, designation, declaration or waiver with, to or from any Governmental Authority.

Authority; No Conflict. (a) This Agreement constitutes the legal, valid and binding obligation of Buyer, enforceable against Buyer in accordance with its terms. Upon the execution and delivery by Buyer of the Transaction Shares, the Registration Rights Agreement and each other agreement to be executed or delivered by Buyer at Closing (collectively, the "Buyer's Closing Documents"), each of the Transaction Buyer's Closing Documents (assuming the due execution and delivery of the Transaction Documents by Seller) will constitute the legal, valid and binding obligation of Buyer, enforceable against Buyer in accordance with its respective terms. Buyer has the absolute and unrestricted right, power and authority to execute and deliver this Agreement and the Transaction Buyer's Closing Documents and to perform its obligations under this Agreement and the Transaction Buyer's Closing Documents, and such action has been duly authorized by all necessary corporate action. (b) Neither the execution and delivery of this Agreement by Buyer nor the consummation or performance of any of the Contemplated Transactions by Buyer will give any Person the right to prevent, delay or otherwise interfere with any of the Contemplated Transactions pursuant to: : (i) any provision of Buyer’s 's Governing Documents; ; (ii) any resolution adopted by the board of directors or the equity holders shareholders of Buyer; ; (iii) any Applicable Law Legal Requirement or Order to which Buyer may be subject; or or (iv) any Contract to which Buyer is a party or by which Buyer may be bound. Buyer is not and will not be required to obtain any consent 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. (c) The execution and delivery by Buyer of this Agreement, and the performance of its obligations hereunder does not require a registration, filing, application, notice, consent, approval, order, qualification, authorization, designation, declaration or waiver with, to or from any Governmental Authority.

Authority; No Conflict. (a) Upon the execution and delivery by Buyer of the Transaction Documents, each of the Transaction Documents (assuming the due execution and delivery of the Transaction Documents by Seller) will constitute This Agreement constitutes the legal, valid valid, and binding obligation of Buyer, enforceable against Buyer in accordance with its respective terms. Upon the execution and delivery by Buyer of the Overriding Royalties, it will constitute the legal, valid, and binding obligation of Buyer, enforceable against Buyer in accordance with their terms. Buyer has the power unrestricted right, power, and authority to execute and deliver this Agreement and the Transaction Documents Overriding Royalties, as the case may be, and to perform its obligations under this Agreement and the Transaction Documents, and such action has been duly authorized by all necessary corporate actionOverriding Royalties. (b) Neither the execution and delivery of this Agreement by Buyer nor the consummation or performance of any of the Contemplated Transactions transactions contemplated hereunder by Buyer will give any Person the right to prevent, delay delay, or otherwise interfere with any of the Contemplated Transactions transactions contemplated hereunder pursuant to: : (i) any provision of Buyer’s Governing Organizational Documents; ; (ii) any resolution adopted by the board of directors or the equity holders stockholders of Buyer; ; (iii) any Applicable Law Legal Requirement or Order to which Buyer may be subject; or or (iv) any Contract to which Buyer is a party or by which Buyer may be bound. . (c) Buyer is not and will not be required to obtain any consent Consent from any Person in connection with the execution and delivery of this Agreement or the consummation or performance of any of the Contemplated Transactionstransactions contemplated hereunder except the Consents listed on Schedule 5.2(c). (c) The execution and delivery by Buyer of this Agreement, and the performance of its obligations hereunder does not require a registration, filing, application, notice, consent, approval, order, qualification, authorization, designation, declaration or waiver with, to or from any Governmental Authority.

Authority; No Conflict. (a) Upon the execution and delivery by Buyer of the Transaction Documents, each of the Transaction Documents (assuming the due execution and delivery of the Transaction Documents by Seller) will constitute This Agreement constitutes the legal, valid valid, and binding obligation of Buyer, enforceable against Buyer in accordance with its terms. Upon the execution and delivery by Buyer of the Escrow Agreement, (the "Buyer's Closing Documents"), the Buyer's Closing Documents will constitute the legal, valid, and binding obligations of Buyer, enforceable against Buyer in accordance with their respective terms. Buyer has the power absolute and unrestricted right, power, and authority to execute and deliver this Agreement and the Transaction Buyer's Closing Documents and to perform its obligations under this Agreement and the Transaction Buyer's Closing Documents, and such action has been duly authorized by all necessary corporate action. (b) Neither Except as set forth in Schedule 4.2, neither the execution and delivery of this Agreement by Buyer nor the consummation or performance of any of the Contemplated Transactions by Buyer will give any Person the right to prevent, delay delay, or otherwise interfere with any of the Contemplated Transactions pursuant to: : (i) any provision of Buyer’s Governing 's Organizational Documents; ; (ii) any resolution adopted by the board of directors or the equity holders stockholders of Buyer; ; (iii) any Applicable Law Legal Requirement or Order to which Buyer may be subject; or or (iv) any Contract to which Buyer is a party or by which Buyer may be bound. Except as set forth in Schedule 4.2, Buyer is not and will not be required to obtain any consent 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. (c) The execution and delivery by Buyer of this Agreement, and the performance of its obligations hereunder does not require a registration, filing, application, notice, consent, approval, order, qualification, authorization, designation, declaration or waiver with, to or from any Governmental Authority.

Authority; No Conflict. (a) Upon the execution and delivery by Buyer of the Transaction Documents, each of the Transaction Documents (assuming the due execution and delivery of the Transaction Documents by Seller) will constitute This Agreement constitutes the legal, valid valid, and binding obligation of Buyer, enforceable against Buyer in accordance with its terms. Upon the execution and delivery by Buyer of the Escrow Agreement, and the Employment Agreement (collectively, the "Buyer's Closing Documents"), the Buyer's Closing Documents will constitute the legal, valid, and binding obligations of Buyer, enforceable against Buyer in accordance with their respective terms. Buyer has the power absolute and unrestricted right, power, and authority to execute and deliver this Agreement and the Transaction Buyer's Closing Documents and to perform its obligations under this Agreement and the Transaction Buyer's Closing Documents, and such action has been duly authorized by all necessary corporate action. (b) Neither Except as set forth in Schedule 4.2, neither the execution and delivery of this Agreement by Buyer nor the consummation or performance of any of the Contemplated Transactions by Buyer will give any Person the right to prevent, delay delay, or otherwise interfere with any of the Contemplated Transactions pursuant to: : (i) any provision of Buyer’s Governing 's Organizational Documents; ; (ii) any resolution adopted by the board of directors or the equity holders stockholders of Buyer; ; (iii) any Applicable Law Legal Requirement or Order to which Buyer may be subject; or or (iv) any Contract to which Buyer is a party or by which Buyer may be bound. Except as set forth in Schedule 4.2, Buyer is not and will not be required to obtain any consent 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. (c) The execution and delivery by Buyer of this Agreement, and the performance of its obligations hereunder does not require a registration, filing, application, notice, consent, approval, order, qualification, authorization, designation, declaration or waiver with, to or from any Governmental Authority.

Authority; No Conflict. (a) This Agreement constitutes the legal, valid and binding obligation of Buyer, enforceable against Buyer in accordance with its terms. Upon the execution and delivery by Buyer of the Transaction agreements to be executed or delivered by Buyer at Closing (collectively, the "Buyer's Closing Documents"), each of the Transaction Buyer's Closing Documents (assuming the due execution and delivery of the Transaction Documents by Seller) will constitute the legal, valid and binding obligation of Buyer, enforceable against Buyer in accordance with its respective terms. Buyer has the absolute and unrestricted right, power and authority to execute and deliver this Agreement and the Transaction Buyer's Closing Documents and to perform its obligations under this Agreement and the Transaction Buyer's Closing Documents, and such action has been duly authorized by all necessary corporate action. (b) Neither the execution and delivery of this Agreement by Buyer nor the consummation or performance of any of the Contemplated Transactions by Buyer will give any Person the right to prevent, delay or otherwise interfere with any of the Contemplated Transactions pursuant to: : (i) any provision of Buyer’s 's Governing Documents; ; (ii) any resolution adopted by the board of directors or the equity holders shareholders of Buyer; ; (iii) any Applicable Law Legal Requirement or Order to which Buyer may be subject; or or (iv) any Contract to which Buyer is a party or by which Buyer may be bound. Buyer is not and will not be required to obtain any consent 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. (c) The execution and delivery by Buyer of this Agreement, and the performance of its obligations hereunder does not require a registration, filing, application, notice, consent, approval, order, qualification, authorization, designation, declaration or waiver with, to or from any Governmental Authority.

Authority; No Conflict. (a) This Agreement constitutes the legal, valid and binding obligation of Buyer, enforceable against Buyer in accordance with its terms. Upon the execution and delivery by Buyer of the Transaction other agreements to be executed or delivered by Buyer at Closing (collectively, the "Buyer's Closing Documents"), each of the Transaction Buyer's Closing Documents (assuming the due execution and delivery of the Transaction Documents by Seller) will constitute the legal, valid and binding obligation of Buyer, enforceable against Buyer in accordance with its respective terms. Buyer has the absolute and unrestricted right, power and authority to execute and deliver this Agreement and the Transaction Buyer's Closing Documents and to perform its obligations under this Agreement and the Transaction Buyer's Closing Documents, and such action has been duly authorized by all necessary corporate action. (b) Neither the execution and delivery of this Agreement by Buyer nor the consummation or performance of any of the Contemplated Transactions by Buyer will give any Person the right to prevent, delay or otherwise interfere with any of the Contemplated Transactions pursuant to: (i) any i)any provision of Buyer’s 's Governing Documents; (ii) any resolution adopted by the board of directors or the equity holders of Buyer; (iii) any Applicable Law Legal Requirement or Order to which Buyer may be subject; or (iv) any Contract to which Buyer is a party or by which Buyer may be bound. Buyer is not and will not be required to obtain any consent 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. (c) The execution and delivery by Buyer of this Agreement, and the performance of its obligations hereunder does not require a registration, filing, application, notice, consent, approval, order, qualification, authorization, designation, declaration or waiver with, to or from any Governmental Authority.

Authority; No Conflict. (a) Upon the execution and delivery by Buyer of the Transaction Documents, each of the Transaction Documents (assuming the due execution and delivery of the Transaction Documents by Seller) will constitute This Agreement constitutes the legal, valid valid, and binding obligation of Buyer, enforceable against Buyer in accordance with its terms. Upon the execution and delivery by Buyer of the Employment Agreements, and the Promissory Notes (collectively, the "Buyer's Closing Documents"), the Buyer's Closing Documents will constitute the legal, valid, and binding obligations of Buyer, enforceable against Buyer in accordance with their respective terms. Buyer has the power absolute and unrestricted right, power, and authority to execute and deliver this Agreement and the Transaction Buyer's Closing Documents and to perform its obligations under this Agreement and the Transaction Buyer's Closing Documents, and such action has been duly authorized by all necessary corporate action. (b) Neither Except as set forth in Schedule 4.2, neither the execution and delivery of this Agreement by Buyer Buyer, nor the consummation or performance of any of the Contemplated Transactions by Buyer Buyer, will give any Person the right to prevent, delay delay, or otherwise interfere with any of the Contemplated Transactions pursuant to: : (i) any provision of Buyer’s Governing 's Organizational Documents; ; (ii) any resolution adopted by the board of directors or the equity holders stockholders of Buyer; ; (iii) any Applicable Law Legal Requirement or Order to which Buyer may be subject; or or (iv) any Contract to which Buyer is a party or by which Buyer may be bound. Except as set forth in Schedule 4.2, Buyer is not and will not be required to obtain any consent 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. (c) The execution and delivery by Buyer of this Agreement, and the performance of its obligations hereunder does not require a registration, filing, application, notice, consent, approval, order, qualification, authorization, designation, declaration or waiver with, to or from any Governmental Authority.

Authority; No Conflict. (a) This Agreement constitutes the legal, valid and binding obligation of Buyer, enforceable against Buyer in accordance with its terms. Upon the execution and delivery by Buyer of the Transaction Assignment and Assumption Agreement, the Escrow Agreement, the Employment Agreements, and each other agreement to be executed or delivered by Buyer at Closing (collectively, the “Buyer’s Closing Documents”), each of the Transaction Buyer’s Closing Documents (assuming the due execution and delivery of the Transaction Documents by Seller) will constitute the legal, valid and binding obligation of Buyer, enforceable against Buyer in accordance with its respective terms. Buyer has the absolute and unrestricted right, power and authority to execute and deliver this Agreement and the Transaction Buyer’s Closing Documents and to perform its obligations under this Agreement and the Transaction Buyer’s Closing Documents, and such action has been duly authorized by all necessary corporate action. (b) Neither the execution and delivery of this Agreement by Buyer nor the consummation or performance of any of the Contemplated Transactions by Buyer will give any Person the right to prevent, delay or otherwise interfere with any of the Contemplated Transactions pursuant to: : (i) any provision of Buyer’s Governing Documents; ; (ii) any resolution adopted by the board of directors or the equity holders shareholders of Buyer; ; (iii) any Applicable Law Legal Requirement or Order to which Buyer may be subject; or or (iv) any Contract to which Buyer is a party or by which Buyer may be bound. Buyer is not and will not be required to obtain any consent 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. (c) The execution and delivery by Buyer of this Agreement, and the performance of its obligations hereunder does not require a registration, filing, application, notice, consent, approval, order, qualification, authorization, designation, declaration or waiver with, to or from any Governmental Authority.

Authority; No Conflict. (a) Upon the execution and delivery by Buyer of the Transaction Documents, each of the Transaction Documents (assuming the due execution and delivery of the Transaction Documents by Seller) will constitute This Agreement constitutes the legal, valid valid, and binding obligation of Buyer, enforceable against Buyer in accordance with its terms. Upon the execution and delivery by Buyer of the Promissory Note and any other required closing documents (collectively, the "Buyer's Closing Documents"), the Buyer's Closing Documents will constitute the legal, valid, and binding obligations of Buyer, enforceable against Buyer in accordance with their respective terms. Buyer has the absolute and unrestricted right, power and authority to execute and deliver this Agreement and the Transaction Buyer's Closing Documents and to perform its obligations under this Agreement and the Transaction Buyer's Closing Documents, and such action has been duly authorized by all necessary corporate action. (b) Neither the execution and delivery of this Agreement by Buyer nor the consummation or performance of any of the Contemplated Transactions by Buyer will give any Person the right to prevent, delay delay, or otherwise interfere with any of the Contemplated Transactions pursuant to: : (i) any provision of Buyer’s Governing Documents; (ii) any resolution adopted by the board of directors or the equity holders of Buyer; (iii) any Applicable Law Legal Requirement or Order to which Buyer may be subject; or or (ivii) any Contract to which Buyer is a party or by which Buyer may be bound. Buyer is not and will not be required to obtain any consent 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. (c) The execution . To Buyer's knowledge, the following parties have entered into agreements with the Company which give rise to rights and delivery by obligations of the Company to which the Buyer of this Agreement, and the performance of its obligations hereunder does not require a registration, filing, application, notice, consent, approval, order, qualification, authorization, designation, declaration or waiver with, to or from any Governmental Authority.has knowledge: Tiger Direct ABS Monarch PC Club Best Buy Fry's Electronics Xxxxxx Micro Microcenter

Authority; No Conflict. (a) This Agreement constitutes the legal, valid and binding obligation of Buyer, enforceable against Buyer in accordance with its terms. Upon the execution and delivery by Buyer of the Transaction Executive Employment Agreements and each other agreement to be executed or delivered by Buyer at Closing (collectively, the "Buyer's Closing Documents"), each of the Transaction Buyer's Closing Documents (assuming the due execution and delivery of the Transaction Documents by Seller) will constitute the legal, valid and binding obligation of Buyer, enforceable against Buyer in accordance with its respective terms. Buyer has the absolute and unrestricted right, power and authority to execute and deliver this Agreement and the Transaction Buyer's Closing Documents and to perform its obligations under this Agreement and the Transaction Buyer's Closing Documents, and such action has been duly authorized by all necessary corporate action. (b) Neither the execution and delivery of this Agreement by Buyer nor the consummation or performance of any of the Contemplated Transactions by Buyer will Breach or give any Person the right to challenge, prevent, delay or otherwise interfere with any of the Contemplated Transactions pursuant to: : (i) any provision of Buyer’s 's Governing Documents; ; (ii) any resolution or written action adopted by the board of officers, directors or the equity holders stockholders of Buyer; ; (iii) any Applicable Law Legal Requirement or Order to which Buyer may be subject; or or (iv) any Contract to which Buyer is a party or by which Buyer may be bound. Buyer is not and will not be required to obtain any consent 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. (c) The execution and delivery by Buyer of this Agreement, and the performance of its obligations hereunder does not require a registration, filing, application, notice, consent, approval, order, qualification, authorization, designation, declaration or waiver with, to or from any Governmental Authority.

Authority; No Conflict. (a) This Agreement constitutes the legal, valid and binding obligation of Buyers, enforceable against Buyers in accordance with its terms. Upon the execution and delivery by Buyer Buyers of this Agreement and all agreements and instruments required to be executed or delivered by Buyers at Closing (collectively, the Transaction “Buyers’ Closing Documents”), each of the Transaction Buyers’ Closing Documents (assuming the due execution and delivery of the Transaction Documents by Seller) will constitute the legal, valid and binding obligation of BuyerBuyers, enforceable against Buyer Buyers in accordance with its respective terms. Buyer has Buyers have the absolute and unrestricted right, power and authority to execute and deliver this Agreement and the Transaction Buyers’ Closing Documents and to perform its obligations under this Agreement and the Transaction Buyers’ Closing Documents, and such action has been duly authorized by all necessary corporate or limited liability company action. (b) Neither the execution and delivery of this Agreement by Buyer Buyers nor the consummation or performance of any of the Contemplated Transactions by Buyer Buyers will give any Person the right to prevent, delay or otherwise interfere with any of the Contemplated Transactions pursuant to: (i) any provision of Buyer’s Buyers’ Governing Documents; (ii) any resolution adopted by the board of directors managers or the equity holders members of BuyerBuyers; (iii) any Applicable Law Legal Requirement or Order to which Buyer Buyers may be subject; or (iv) any Contract to which Buyer is Buyers are a party or by which Buyer Buyers may be bound. Buyer is Buyers are not and will not be required to obtain any consent 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. (c) The execution and delivery by Buyer of this Agreement, and the performance of its obligations hereunder does not require a registration, filing, application, notice, consent, approval, order, qualification, authorization, designation, declaration or waiver with, to or from any Governmental Authority.

Authority; No Conflict. (a) Upon the execution and delivery by Buyer of the Transaction Documents, each of the Transaction Documents (assuming the due execution and delivery of the Transaction Documents by Seller) will constitute This Agreement constitutes the legal, valid valid, and binding obligation of Buyer, enforceable against Buyer in accordance with its terms. Upon the execution and delivery by Buyer of the Escrow Agreement and the Employment Agreements (collectively, the “Buyer’s Closing Documents”), the Buyer’s Closing Documents will constitute the legal, valid, and binding obligations of Buyer, enforceable against Buyer in accordance with their respective terms. Buyer has the power absolute and unrestricted right, power, and authority to execute and deliver this Agreement and the Transaction Buyer’s Closing Documents and to perform its obligations under this Agreement and the Transaction Buyer’s Closing Documents, and such action has been duly authorized by all necessary corporate action. (b) Neither Except as set forth in Schedule 4.2, neither the execution and delivery of this Agreement by Buyer nor the consummation or performance of any of the Contemplated Transactions by Buyer will give any Person the right to prevent, delay delay, or otherwise interfere with any of the Contemplated Transactions pursuant to: : (i) any provision of Buyer’s Governing Organizational Documents; ; (ii) any resolution adopted by the board Board of directors Directors or the equity holders stockholders of Buyer; ; (iii) any Applicable Law Legal Requirement or Order to which Buyer may be subject; or or (iv) any Contract contract to which Buyer is a party or by which Buyer may be bound. Except as set forth in Schedule 4.2, Buyer is not and will not be required to obtain any consent 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. (c) The execution and delivery by Buyer of this Agreement, and the performance of its obligations hereunder does not require a registration, filing, application, notice, consent, approval, order, qualification, authorization, designation, declaration or waiver with, to or from any Governmental Authority.

Authority; No Conflict. (a) Upon the execution and delivery by Buyer of the Transaction Documents, each of the Transaction Documents (assuming the due execution and delivery of the Transaction Documents by Seller) will constitute This Agreement constitutes the legal, valid valid, and binding obligation of Buyer, enforceable against Buyer in accordance with its terms. Upon the execution and delivery by Buyer of the Employment Agreement, Non-Competition Agreement and Lease Agreements (the “Buyer’s Closing Document”), the Buyer’s Closing Document will constitute the legal, valid, and binding obligations of Buyer, enforceable against Buyer in accordance with their respective terms. Buyer has the power absolute and unrestricted right, power, and authority to execute and deliver this Agreement and the Transaction Documents Buyer’s Closing Document and to perform its obligations under this Agreement and the Transaction Documents, and such action has been duly authorized by all necessary corporate actionBuyer’s Closing Document. (b) Neither Except as set forth in Schedule 4.2, neither the execution and delivery of this Agreement by Buyer nor the consummation or performance of any of the Contemplated Transactions by Buyer will give any Person the right to prevent, delay delay, or otherwise interfere with any of the Contemplated Transactions pursuant to: : (i) any provision of Buyer’s Governing Organizational Documents; ; (ii) any resolution adopted by the board of directors or the equity holders stockholders of Buyer; ; (iii) any Applicable Law Legal Requirement or Order to which Buyer may be subject; or or (iv) any Contract to which Buyer is a party or by which Buyer may be bound. Except as set forth in Schedule 4.2, Buyer is not and will not be required to obtain any consent 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. (c) The execution and delivery by Buyer of this Agreement, and the performance of its obligations hereunder does not require a registration, filing, application, notice, consent, approval, order, qualification, authorization, designation, declaration or waiver with, to or from any Governmental Authority.

Authority; No Conflict. (a) Upon a. This Agreement and the execution and delivery by Buyer of the Transaction Documents, each of the Transaction Documents (assuming the due execution and delivery of the Transaction Documents by Seller) will Escrow Agreement constitute the legal, valid valid, and binding obligation obligations of Buyer, enforceable against Buyer in accordance with its their terms. Upon the execution and delivery by Buyer of all of the documents required to be delivered in Section 8.4 herein (collectively, the "Buyer's Closing Documents"), the Buyer's Closing Documents will constitute the legal, valid, and binding obligations of Buyer, enforceable against Buyer in accordance with their respective terms. Buyer has the power absolute and unrestricted right, power, and authority to execute and deliver this Agreement and the Transaction Buyer's Closing Documents and to perform its obligations under this Agreement and the Transaction Buyer's Closing Documents, and such action has been duly authorized by all necessary corporate action. (b) Neither b. Except as set forth in Schedule 4.2 attached hereto and made a part hereof, neither the execution and delivery of this Agreement by Buyer nor the consummation or performance of any of the Contemplated Transactions by Buyer will give any Person the right to prevent, delay delay, or otherwise interfere with any of the Contemplated Transactions pursuant to: : (i1) any provision of Buyer’s Governing 's Organizational Documents; ; (ii2) any resolution adopted by the board of directors or the equity holders stockholders of Buyer; ; (iii3) any Applicable Law Legal Requirement or Order to which Buyer may be subject; or or (iv4) any Contract to which Buyer is a party or by which Buyer may be bound. Except as set forth in Schedule 4.2 attached hereto and made a part hereof, Buyer is not and will not be required to obtain any consent 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. (c) The execution and delivery by Buyer of this Agreement, and the performance of its obligations hereunder does not require a registration, filing, application, notice, consent, approval, order, qualification, authorization, designation, declaration or waiver with, to or from any Governmental Authority.

Authority; No Conflict. (a) Upon the execution and delivery by Buyer of the Transaction Documents, each of the Transaction Documents (assuming the due execution and delivery of the Transaction Documents by Seller) will constitute This Agreement constitutes the legal, valid valid, and binding obligation of Buyer, enforceable against Buyer in accordance with its terms. Upon the execution and delivery by Buyer of the Escrow Agreement, the Employment Agreements, and the Promissory Notes (collectively, the "Buyer's Closing Documents"), the Buyer's Closing Documents will constitute the legal, valid, and binding obligations of Buyer, enforceable against Buyer in accordance with their respective terms. Buyer has the power absolute and unrestricted right, power, and authority to execute and deliver this Agreement and the Transaction Buyer's Closing Documents and to perform its obligations under this Agreement and the Transaction Buyer's Closing Documents, and such action has been duly authorized by all necessary corporate action. (b) Neither Except as set forth in Schedule 4.2, neither the execution and delivery of this Agreement [by Buyer Buyer] nor the consummation or performance of any of the Contemplated Transactions [by Buyer Buyer] will give any Person the right to prevent, delay delay, or otherwise interfere with any of the Contemplated Transactions pursuant to: : (i) any provision of Buyer’s Governing 's Organizational Documents; ; (ii) any resolution adopted by the board of directors or the equity holders stockholders of Buyer; ; (iii) any Applicable Law Legal Requirement or Order to which Buyer may be subject; or or (iv) any Contract to which Buyer is a party or by which Buyer may be bound. Except as set forth in Schedule 4.2, Buyer is not and will not be required to obtain any consent 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. (c) The execution and delivery by Buyer of this Agreement, and the performance of its obligations hereunder does not require a registration, filing, application, notice, consent, approval, order, qualification, authorization, designation, declaration or waiver with, to or from any Governmental Authority.

Authority; No Conflict. (a) This Agreement constitutes the legal, valid and binding obligation of Buyer, enforceable against Buyer in accordance with its terms. Upon the execution and delivery by Buyer of the Transaction Assignment and Assumption Agreement and each other agreement to be executed or delivered by Buyer at Closing (collectively, the “Buyer’s Closing Documents”), each of the Transaction Buyer’s Closing Documents (assuming the due execution and delivery of the Transaction Documents by Seller) will constitute the legal, valid and binding obligation of Buyer, enforceable against Buyer in accordance with its respective terms. Buyer has the absolute and unrestricted right, power and authority to execute and deliver this Agreement and the Transaction Buyer’s Closing Documents and to perform its obligations under this Agreement and the Transaction Buyer’s Closing Documents, and such action has been duly authorized by all necessary corporate action. (b) Neither the execution and delivery of this Agreement by Buyer nor the consummation or performance of any of the Contemplated Transactions by Buyer will give any Person the right to prevent, delay or otherwise interfere with any of the Contemplated Transactions pursuant to: (i) any provision of Buyer’s Governing Documents; (ii) any resolution adopted by the board of directors or the equity holders shareholders of Buyer; (iii) any Applicable Law Legal Requirement or Order to which Buyer may be subject; or (iv) any Contract to which Buyer is a party or by which Buyer may be bound. Buyer is not and will not be required to obtain any consent 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. (c) The execution and delivery by Buyer of this Agreement, and the performance of its obligations hereunder does not require a registration, filing, application, notice, consent, approval, order, qualification, authorization, designation, declaration or waiver with, to or from any Governmental Authority.

Authority; No Conflict. (a) Upon the execution and delivery by Buyer of the Transaction Documents, each of the Transaction Documents (assuming the due execution and delivery of the Transaction Documents by Seller) will constitute This Agreement constitutes the legal, valid valid, and binding obligation of Buyer, enforceable against Buyer in accordance with its terms. Upon the execution and delivery by Buyer of the Promissory Note, the Consulting Agreement, the Employment Agreements, and the Leases (collectively, the "Buyer's Closing Documents"), the Buyer's Closing Documents will constitute the legal, valid, and binding obligations of Buyer, enforceable against Buyer in accordance with their respective terms. Buyer has the power absolute and unrestricted right, power, and authority to execute and deliver this Agreement and the Transaction Buyer's Closing Documents and to perform its obligations under this Agreement and the Transaction Buyer's Closing Documents, and such action has been duly authorized by all necessary corporate action. (b) Neither the execution and delivery of this Agreement by Buyer nor the consummation or performance of any of the Contemplated Transactions by Buyer will give any Person the right to prevent, delay delay, or otherwise interfere with any of the Contemplated Transactions pursuant to: : (i) any provision of Buyer’s Governing Documents; 's Organizational Documents or the Organizational Documents of any Buyer Subsidiary; (ii) any resolution adopted by the board of directors or the equity holders stockholders of Buyer; ; (iii) any Applicable Law Legal Requirement or Order to which Buyer or any Buyer Subsidiary may be subject; or or (iv) any Contract to which Buyer or any Buyer Subsidiary is a party or by which Buyer or any Buyer Subsidiary may be bound. Buyer is not and will not be required to obtain any consent 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. (c) The execution and delivery by Buyer of this Agreement, and the performance of its obligations hereunder does not require a registration, filing, application, notice, consent, approval, order, qualification, authorization, designation, declaration or waiver with, to or from any Governmental Authority.

Authority; No Conflict. (a) Upon the execution and delivery by Buyer of the Transaction Documents, each of the Transaction Documents (assuming the due execution and delivery of the Transaction Documents by Seller) will constitute This Agreement constitutes the legal, valid valid, and binding obligation of Buyer, enforceable against Buyer in accordance with its terms. Upon the execution and delivery by Buyer of the Escrow Agreement (the “Buyer’s Closing Documents”), the Buyer’s Closing Documents will constitute the legal, valid, and binding obligations of Buyer, enforceable against Buyer in accordance with their respective terms. Buyer has the power absolute and unrestricted right, power, and authority to execute and deliver this Agreement and the Transaction Buyer’s Closing Documents and to perform its obligations under this Agreement and the Transaction Buyer’s Closing Documents, and such action has been duly authorized by all necessary corporate action. (b) Neither Except as set forth in Exhibit 4.2, neither the execution and delivery of this Agreement by Buyer nor the consummation or performance of any of the Contemplated Transactions by Buyer will give any Person the right to prevent, delay delay, or otherwise interfere with any of the Contemplated Transactions pursuant to: : (i) any provision of Buyer’s Governing Organizational Documents; ; (ii) any resolution adopted by the board of directors or the equity holders stockholders of Buyer; ; (iii) any Applicable Law Legal Requirement or Order to which Buyer may be subject; or or (iv) any Contract to which Buyer is a party or by which Buyer may be bound. Except as set forth in Exhibit 4.2, Buyer is not and will not be required to obtain any consent 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. (c) The execution and delivery by Buyer of this Agreement, and the performance of its obligations hereunder does not require a registration, filing, application, notice, consent, approval, order, qualification, authorization, designation, declaration or waiver with, to or from any Governmental Authority.

Authority; No Conflict. (a) Upon the execution and delivery by Buyer of the Transaction Documents, each of the Transaction Documents (assuming the due execution and delivery of the Transaction Documents by Seller) will constitute This Agreement constitutes the legal, valid valid, and binding obligation of Buyer, enforceable against Buyer in accordance with its respective terms. Buyer has the power absolute and unrestricted right, power, and authority to execute and deliver this Agreement and the Transaction Documents Employment Agreements and to perform its obligations under the Transaction Documents, and such action has been duly authorized by all necessary corporate actionthis Agreement. (b) Neither Except as set forth in Part 5.2 of the Disclosure Letter and the right of the Foreign Investment Review Board ("FIRB") to approve the Contemplated Transactions, neither the execution and delivery of this Agreement by Buyer nor the consummation or performance of any of the Contemplated Transactions by Buyer will give any Person the right to prevent, delay delay, or otherwise interfere with any of the Contemplated Transactions pursuant to: : (i) any provision of Buyer’s Governing 's Organizational Documents; ; (ii) any resolution adopted by the board of directors or the equity holders stockholders of Buyer; ; (iii) any Applicable Law Legal Requirement or Order to which Buyer may be subject; or or (iv) any Contract to which Buyer is a party or by which Buyer may be bound. Except as set forth in Part 5.2 of the Disclosure Letter, Buyer is not and will not be required to obtain any consent 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. (c) The execution and delivery by Buyer of this Agreement, and the performance of its obligations hereunder does not require a registration, filing, application, notice, consent, approval, order, qualification, authorization, designation, declaration or waiver with, to or from any Governmental Authority.

Authority; No Conflict. (ai) This Agreement constitutes the legal, valid and binding obligation of the Buyer, enforceable against the Buyer in accordance with its terms. Upon the execution and delivery by the Buyer hereunder of the Transaction DocumentsPromissory Note, each of the Transaction Documents Consulting Agreements and the Sales Representative Agreement, (assuming A) the due execution Promissory Note, the Consulting Agreements and delivery of the Transaction Documents by Seller) Sales Representative Agreement will constitute the legal, valid and binding obligation obligations of the Buyer, enforceable against the Buyer in accordance with its their respective terms. The Buyer has the absolute and unrestricted right, power and authority to execute and deliver this Agreement Agreement, the Promissory Note, the Consulting Agreements and the Transaction Documents Sales Representative Agreement and to perform its obligations under this Agreement, the Transaction DocumentsPromissory Note, the Consulting Agreements and such action has been duly authorized by all necessary corporate actionthe Sales Representative Agreement. (bii) Neither the execution and delivery of this Agreement by the Buyer nor the consummation or performance of any of the Contemplated Transactions by the Buyer will give any Person the right to prevent, delay delay, or otherwise interfere with any of the Contemplated Transactions pursuant to: to (i1) any provision of the Buyer’s Governing 's Organizational Documents; (ii2) any resolution adopted by the board of directors or the equity holders stockholders of the Buyer; (iii3) any Applicable Law Legal Requirement or Order to which the Buyer may be subject; or (iv4) any Contract to which the Buyer is a party or by which the Buyer may be bound. Except for the Consent of Manufacturers & Traders Trust Company, which Consent the Buyer shall obtain prior to the Closing, the Buyer is not and will not be required to obtain any consent 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. (c) The execution and delivery by Buyer of this Agreement, and the performance of its obligations hereunder does not require a registration, filing, application, notice, consent, approval, order, qualification, authorization, designation, declaration or waiver with, to or from any Governmental Authority.

Authority; No Conflict. (a) Upon the execution and delivery by Buyer of the Transaction Documents, each of the Transaction Documents (assuming the due execution and delivery of the Transaction Documents by Seller) will constitute This Agreement constitutes the legal, valid valid, and binding obligation of Buyer, enforceable against Buyer in accordance with its terms. Upon the execution and delivery by Buyer of the Escrow Agreement and the Noncompetition Agreements (collectively, the "Buyer's Closing Documents"), the Buyer's Closing Documents will constitute the legal, valid, and binding obligations of Buyer, enforceable against Buyer in accordance with their respective terms. Buyer has the power absolute and unrestricted right, power, and authority to execute and deliver this Agreement and the Transaction Buyer's Closing Documents and to perform its obligations under this Agreement and the Transaction Buyer's Closing Documents, and such action has been duly authorized by all necessary corporate action. (b) Neither Except as set forth in Schedule 3.2, neither the execution and delivery of this Agreement by Buyer nor the consummation or performance of any of the Contemplated Transactions by Buyer will give any Person the right to prevent, delay delay, or otherwise interfere with any of the Contemplated Transactions pursuant to: : (i) any Any provision of Buyer’s Governing 's Organizational Documents; ; (ii) any Any resolution adopted by the board of directors or the equity holders stockholders of Buyer; ; (iii) any Applicable Law Any Legal Requirement or Order to which Buyer may be subject; or or (iv) any Any Contract to which Buyer is a party or by which Buyer may be bound. Except as set forth in Schedule 3.2, Buyer is not and will not be required to obtain any consent 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. (c) The execution and delivery by Buyer of this Agreement, and the performance of its obligations hereunder does not require a registration, filing, application, notice, consent, approval, order, qualification, authorization, designation, declaration or waiver with, to or from any Governmental Authority.

Authority; No Conflict. (a) Upon the execution and delivery by Buyer of the Transaction Documents, each of the Transaction Documents (assuming the due execution and delivery of the Transaction Documents by Seller) will constitute A. This Agreement constitutes the legal, valid valid, and binding obligation of Buyer, enforceable against Buyer in accordance with its terms. Upon the execution and delivery by Buyer of the Escrow Agreement and the Employment Agreements (collectively, the "Buyer's Closing Documents"), the Buyer's Closing Documents will constitute the legal, valid, and binding obligations of Buyer, enforceable against Buyer in accordance with their respective terms. Buyer has the power absolute and unrestricted right, power, and authority to execute and deliver this Agreement and the Transaction Buyer's Closing Documents and to perform its obligations under this Agreement and the Transaction Buyer's Closing Documents, and such action has been duly authorized by all necessary corporate action. (b) Neither B. Except as set forth in SCHEDULE 4.2, neither the execution and ------------ delivery of this Agreement by Buyer nor the consummation or performance of any of the Contemplated Transactions by Buyer will give any Person the right to prevent, delay delay, or otherwise interfere with any of the Contemplated Transactions pursuant to: : (i) any Any provision of Buyer’s Governing 's Organizational Documents; ; (ii) any Any resolution adopted by the board of directors or the equity holders stockholders of Buyer; ; (iii) any Applicable Law Any Legal Requirement or Order to which Buyer may be subject; or or (iv) any Any Contract to which Buyer is a party or by which Buyer may be bound. Except as set forth in SCHEDULE 4.2, Buyer is not and will not be required ------------ to obtain any consent 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. (c) The execution and delivery by Buyer of this Agreement, and the performance of its obligations hereunder does not require a registration, filing, application, notice, consent, approval, order, qualification, authorization, designation, declaration or waiver with, to or from any Governmental Authority.

Authority; No Conflict. (a) This Agreement constitutes the legal, valid, and binding obligation of Buyer, enforceable against Buyer in accordance with its terms. Upon the execution and delivery by Buyer of the Transaction Assignment and Assumption Agreement, the Escrow Agreement, the Transition Services Agreement, and each other agreement to be executed or delivered by Buyer at Closing (collectively, the “Buyer’s Closing Documents”), each of the Transaction Buyer’s Closing Documents (assuming the due execution and delivery of the Transaction Documents by Seller) will constitute the legal, valid valid, and binding obligation of Buyer, enforceable against Buyer in accordance with its respective terms, subject to the Bankruptcy and Equity Exception. Buyer has the power absolute and unrestricted right, power, and authority to execute and deliver this Agreement and the Transaction Buyer’s Closing Documents and to perform its obligations under this Agreement and the Transaction Buyer’s Closing Documents, and such action has been duly authorized by all necessary corporate action. (b) Neither the execution and delivery of this Agreement by Buyer nor the consummation or performance of any of the Contemplated Transactions by Buyer will give any Person the right to prevent, delay delay, or otherwise interfere with any of the Contemplated Transactions pursuant to: : (i) any provision of Buyer’s Governing Documents; ; (ii) any resolution adopted by the board of directors or the equity holders shareholders of Buyer; ; (iii) any Applicable Law Legal Requirement or Order to which Buyer may be subject; or or (iv) any Contract to which Buyer is a party or by which Buyer may be bound. Buyer is not and will not be required to obtain any consent 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. (c) The execution and delivery by Buyer of this Agreement, and the performance of its obligations hereunder does not require a registration, filing, application, notice, consent, approval, order, qualification, authorization, designation, declaration or waiver with, to or from any Governmental Authority.

Authority; No Conflict. (a) Upon the execution and delivery by Buyer of the Transaction Documents, each of the Transaction Documents (assuming the due execution and delivery of the Transaction Documents by Seller) will constitute This Agreement constitutes the legal, valid valid, and binding obligation of Buyer, enforceable against Buyer in accordance with its terms. Upon the execution and delivery by Buyer of the Employment Agreements, and the Promissory Notes (collectively, the "Buyer's Closing Documents"), the Buyer's Closing Documents will constitute the legal, valid, and binding obligations of Buyer, enforceable against Buyer in accordance with their respective terms. Buyer has the power absolute and unrestricted right, power, and authority to execute and deliver this Agreement and the Transaction Buyer's Closing Documents and to perform its obligations under this Agreement and the Transaction Buyer's Closing Documents, and such action has been duly authorized by all necessary corporate action. (b) Neither Except as set forth in Schedule 4.2, neither the execution and delivery of this Agreement by Buyer nor the consummation or performance of any of the Contemplated Transactions by Buyer will give any Person the right to prevent, delay delay, or otherwise interfere with any of the Contemplated Transactions pursuant to: : (i) any provision of Buyer’s Governing 's Organizational Documents; ; (ii) any resolution adopted by the board of directors or the equity holders stockholders of Buyer; ; (iii) any Applicable Law Legal Requirement or Order to which Buyer may be subject; or or (iv) any Contract to which Buyer is a party or by which Buyer may be bound. Except as set forth in Schedule 4.2, Buyer is not and will not be required to obtain any consent 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. (c) The execution and delivery by Buyer of this Agreement, and the performance of its obligations hereunder does not require a registration, filing, application, notice, consent, approval, order, qualification, authorization, designation, declaration or waiver with, to or from any Governmental Authority.

Authority; No Conflict. (a) Upon This Agreement and the execution and delivery by Closing Documents to which Buyer of the Transaction Documents, each of the Transaction Documents (assuming the due execution and delivery of the Transaction Documents by Seller) will is a party constitute the legal, valid valid, and binding obligation obligations of Buyer, enforceable against Buyer in accordance with its 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). Buyer has the limited liability company power and authority to execute and deliver this Agreement and the Transaction Closing Documents to which it is a party and to perform its obligations under the Transaction Documentshereunder and thereunder, and such action to consummate the Contemplated Transactions. The execution, delivery and performance of this Agreement and the Closing Documents to which Buyer is a party has been duly and validly authorized by all necessary corporate actionlimited liability company actions by Buyer. (b) Neither the execution and delivery of this Agreement by Buyer nor the consummation or performance of any of the Contemplated Transactions by Buyer will give any Person the right to prevent, delay delay, or otherwise interfere with any of the Contemplated Transactions pursuant to: to (i) any provision of Buyer’s Governing Organizational Documents; (ii) any resolution adopted by the board of directors or the equity holders of Buyer; (iii) any Applicable Law Legal Requirement or Order to which Buyer may be subject; or (iviii) any material Contract to which Buyer is a party or by which Buyer may be bound. Buyer is not and will not be required to obtain any consent 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. (c) The execution and delivery by Buyer of this Agreement, and the performance of its obligations hereunder does not require a registration, filing, application, notice, consent, approval, order, qualification, authorization, designation, declaration or waiver with, to or from any Governmental Authority.

Authority; No Conflict. (a) Upon the execution and delivery by Buyer of the Transaction Documents, each of the Transaction Documents (assuming the due execution and delivery of the Transaction Documents by Seller) will constitute This Agreement constitutes the legal, valid valid, and binding obligation of Buyer, enforceable against Buyer in accordance with its terms. Upon the execution and delivery by Buyer of the Purchase Price, and the Employment Agreements, (collectively, the "Buyer's Closing Documents"), the Buyer's Closing Documents will constitute the legal, valid, and binding obligations of Buyer, enforceable against Buyer in accordance with their respective terms. Buyer has the power absolute and unrestricted right, power, and authority to execute and deliver this Agreement and the Transaction Buyer's Closing Documents and to perform its obligations under this Agreement and the Transaction Buyer's Closing Documents, and such action has been duly authorized by all necessary corporate action. (b) Neither Except as set forth in Schedule 4.2, neither the execution and delivery of this Agreement by Buyer nor the consummation or performance of any of the Contemplated Transactions by Buyer will give any Person the right to prevent, delay delay, or otherwise interfere with any of the Contemplated Transactions pursuant to: : (i) any provision of Buyer’s Governing 's Organizational Documents; ; (ii) any resolution adopted by the board of directors or the equity holders stockholders of Buyer; ; (iii) any Applicable Law Legal Requirement or Order to which Buyer may be subject; or or (iv) any Contract to which Buyer is a party or by which Buyer may be bound. Except as set forth in Schedule 4.2, Buyer is not and will not be required to obtain any consent 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. (c) The execution and delivery by Buyer of this Agreement, and the performance of its obligations hereunder does not require a registration, filing, application, notice, consent, approval, order, qualification, authorization, designation, declaration or waiver with, to or from any Governmental Authority.

Authority; No Conflict. (a) This Agreement constitutes the legal, valid and binding obligation of Buyer, enforceable against Buyer in accordance with its terms. Upon the execution and delivery by Buyer of each agreement to be executed or delivered by Buyer at Closing (collectively, the Transaction “Buyer’s Closing Documents”), each of the Transaction Documents (assuming the due execution and delivery of the Transaction Documents by Seller) Buyer’s Closing Document will constitute the legal, valid and binding obligation of Buyer, enforceable against Buyer in accordance with its respective terms. Buyer has the absolute and unrestricted right, power and authority to execute and deliver this Agreement and the Transaction Buyer’s Closing Documents and to perform its obligations under this Agreement and the Transaction Buyer’s Closing Documents, and such action has been duly authorized by all necessary corporate action. (b) Neither the execution and delivery of this Agreement by Buyer nor the consummation or performance of any of the Contemplated Transactions by Buyer will give any Person the right to prevent, delay or otherwise interfere with any of the Contemplated Transactions pursuant to: (i) any provision of Buyer’s Governing Documents; (ii) any resolution adopted by the board of directors or the equity holders shareholders of Buyer; (iii) any Applicable Law Legal Requirement or Order to which Buyer may be subject; or (iv) any Contract to which Buyer is a party or by which Buyer may be bound. Except as set forth on Schedule 3.2, Buyer is not and will not be required to obtain any consent 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. (c) The execution and delivery by Buyer of this Agreement, and the performance of its obligations hereunder does not require a registration, filing, application, notice, consent, approval, order, qualification, authorization, designation, declaration or waiver with, to or from any Governmental Authority.

Authority; No Conflict. (a) Upon the execution and delivery by Buyer of the Transaction Documents, each of the Transaction Documents (assuming the due execution and delivery of the Transaction Documents by Seller) will constitute This Agreement constitutes the legal, valid valid, and binding obligation of Buyer, enforceable against Buyer in accordance with its terms. Upon the execution and delivery by Buyer of the Escrow Agreement, the Employment Agreements, the Non-Competition Agreements, and the Common Stock Warrant (collectively, the "Buyer's Closing Documents"), the Buyer's Closing Documents will constitute the legal, valid, and binding obligations of Buyer, enforceable against Buyer in accordance with their respective terms. Buyer has the power absolute and unrestricted right, power, and authority to execute and deliver this Agreement and the Transaction Buyer's Closing Documents and to perform its obligations under this Agreement and the Transaction Buyer's Closing Documents, and such action has been duly authorized by all necessary corporate action. (b) Neither the execution and delivery of this Agreement by Buyer nor the consummation or performance of any of the Contemplated Transactions by Buyer will give any Person the right to prevent, delay delay, or otherwise interfere with any of the Contemplated Transactions pursuant to: : (i) any provision of Buyer’s Governing 's Organizational Documents; ; (ii) any resolution adopted by the board of directors or the equity holders stockholders of Buyer; ; (iii) any Applicable Law Legal Requirement or Order to which Buyer may be subject; or or (iv) any Contract to which Buyer is a party or by which Buyer may be bound. Buyer is not and will not be required to obtain any consent 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. (c) The execution and delivery by Buyer of this Agreement, and the performance of its obligations hereunder does not require a registration, filing, application, notice, consent, approval, order, qualification, authorization, designation, declaration or waiver with, to or from any Governmental Authority.

Authority; No Conflict. (a) Upon the execution and delivery by Buyer of the Transaction Documents, each of the Transaction Documents (assuming the due execution and delivery of the Transaction Documents by Seller) will constitute a. This Agreement constitutes the legal, valid valid, and binding obligation of Buyer, enforceable against Buyer in accordance with its terms. Upon the execution and delivery by Buyer of the agreements to be delivered by the Seller in connection with the completion of the Contemplated Transaction (collectively, the "Buyer's Closing Documents"), the Buyer's Closing Documents will each constitute the legal, valid, and binding obligations of Buyer, enforceable against Buyer in accordance with their respective terms. Buyer has the power absolute and unrestricted right, power, and authority to execute and deliver this Agreement and the Transaction Buyer's Closing Documents and to perform its obligations under this Agreement and the Transaction Buyer's Closing Documents, and such action has been duly authorized by all necessary corporate action. (b) Neither b. Except as set forth in Schedule 4.2, neither the execution and delivery of this Agreement by Buyer nor the consummation or performance of any of the Contemplated Transactions by Buyer will give any Person the right to prevent, delay delay, or otherwise interfere with any of the Contemplated Transactions pursuant to: : (i) any provision of Buyer’s Governing 's Organizational Documents; ; (ii) any resolution adopted by the board of directors or the equity holders stockholders of Buyer; ; (iii) any Applicable Law Legal Requirement or Order to which Buyer may be subject; or or (iv) any Contract to which Buyer is a party or by which Buyer may be bound. Except as set forth in Schedule 4.2, Buyer is not and will not be required to obtain any consent 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. (c) The execution and delivery by Buyer of this Agreement, and the performance of its obligations hereunder does not require a registration, filing, application, notice, consent, approval, order, qualification, authorization, designation, declaration or waiver with, to or from any Governmental Authority.

Authority; No Conflict. (a) Upon the execution and delivery by Buyer of the Transaction Documents, each of the Transaction Documents (assuming the due execution and delivery of the Transaction Documents by Seller) will constitute This Agreement constitutes the legal, valid valid, and binding obligation of Buyer, enforceable against Buyer in accordance with its terms. Upon the execution and delivery by Buyer of the Yard Lease Agreement and all other documents or agreements executed by Buyer in connection herewith, (collectively, the “Buyer’s Closing Documents”), the Buyer’s Closing Documents will constitute the legal, valid, and binding obligations of Buyer, enforceable against Buyer in accordance with their respective terms. Buyer has the power absolute and authority unrestricted right, power, authority, and capacity to execute and deliver this Agreement and the Transaction Buyer’s Closing Documents and to perform its obligations under this Agreement and the Transaction Buyer’s Closing Documents, and such action has been duly authorized by all necessary corporate action. (b) Neither Except as set forth in Schedule 4.2, neither the execution and delivery of this Agreement by Buyer nor the consummation or performance of any of the Contemplated Transactions by Buyer will give any Person the right to prevent, delay delay, or otherwise interfere with any of the Contemplated Transactions pursuant to: (i) any provision of Buyer’s Governing 's Organizational Documents; (ii) any resolution adopted by the board Board of directors Directors or the equity holders shareholders of Buyer; (iii) any Applicable Law Legal Requirement or Order to which Buyer may be subject; or (iv) any Contract to which Buyer is a party or by which Buyer may be bound. Except as set forth in Schedule 4.2, Buyer is not and not, nor will not be it be, required to obtain any consent Consent from any third-party Person in connection with the execution and delivery of this Agreement or the consummation or performance of any of the Contemplated Transactions. (c) The execution and delivery by Buyer of this Agreement, and the performance of its obligations hereunder does not require a registration, filing, application, notice, consent, approval, order, qualification, authorization, designation, declaration or waiver with, to or from any Governmental Authority.

Authority; No Conflict. (a) Upon the execution and delivery by Buyer of the Transaction Documents, each of the Transaction Documents (assuming the due execution and delivery of the Transaction Documents by Seller) will constitute This Agreement constitutes the legal, valid valid, and binding obligation of Buyer, enforceable against Buyer in accordance with its respective terms. Buyer has the power absolute and unrestricted right, power, and authority to execute and deliver this Agreement and the Transaction Documents and to perform its obligations under this Agreement. The execution and delivery by Buyer of this Agreement and any related agreements to which it is a party and the Transaction Documents, consummation by it of the Contemplated Transactions and any transactions contemplated by such action has related agreements have been duly authorized by all and approved and no other action with respect to Buyer is necessary corporate actionto authorize this Agreement, such related agreements or such transactions contemplated hereby or thereby. (b) Neither the execution and delivery of this Agreement by Buyer nor the consummation or performance of any of the Contemplated Transactions by Buyer will give any Person the right to prevent, delay delay, or otherwise interfere with any of the Contemplated Transactions pursuant to: : (i) any provision of Buyer’s Governing Organizational Documents; ; (ii) any resolution adopted by the board of directors or the equity holders stockholders of Buyer; ; (iii) any Applicable Law Legal Requirement or Order to which Buyer may be subject; or or (iv) any material Contract to which Buyer is a party or by which Buyer may be bound. . (c) Except as set forth in Schedule 4.2 hereto, Buyer is not and will not be required to obtain any consent 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. (cd) The execution Buyer, as sponsor of the Trust, is authorized in such capacity to cause the Trust to issue the CODI Shares and delivery by Buyer of this Agreement, to accept the Shares and the performance of its obligations hereunder does not require a registration, filing, application, notice, consent, approval, order, qualification, authorization, designation, declaration or waiver with, to or from any Governmental AuthorityNote as payment therefor. .

Authority; No Conflict. (a) Upon the execution and delivery by Buyer of the Transaction Documents, each of the Transaction Documents (assuming the due execution and delivery of the Transaction Documents by Seller) will constitute This Agreement constitutes the legal, valid valid, and binding obligation of Buyer, enforceable against Buyer in accordance with its terms. Upon the execution and delivery by Buyer of the Employment Agreements, and the Promissory Note (collectively, the "Buyer's Closing Documents"), the Buyer's Closing Documents will constitute the legal, valid, and binding obligations of Buyer, enforceable against Buyer in accordance with their respective terms. Buyer has the power absolute and unrestricted right, power, and authority to execute and deliver this Agreement and the Transaction Buyer's Closing Documents and to perform its obligations under this Agreement and the Transaction Buyer's Closing Documents, and such action has been duly authorized by all necessary corporate action. (b) Neither Except as set forth in Schedule 4.2, neither the execution and delivery of this Agreement by Buyer nor the consummation or performance of any of the Contemplated Transactions contemplated transactions by Buyer will give any Person person the right to prevent, delay delay, or otherwise interfere with any of the Contemplated Transactions contemplated transactions pursuant to: : (i) any provision of Buyer’s Governing 's Closing Documents; ; (ii) any resolution adopted by the board Board of directors Directors or the equity holders stockholders of Buyer; ; (iii) any Applicable Law legal requirement or Order order to which Buyer may be subject; or or (iv) any Contract contract to which Buyer is a party or by which Buyer may be bound. Except as set forth in Schedule 4.2, Buyer is not and will not be required to obtain any consent from any Person person in connection with the execution and delivery of this Agreement or the consummation or performance of any of the Contemplated Transactionscontemplated transactions. (c) The execution and delivery by Buyer of this Agreement, and the performance of its obligations hereunder does not require a registration, filing, application, notice, consent, approval, order, qualification, authorization, designation, declaration or waiver with, to or from any Governmental Authority.

Authority; No Conflict. (a) This Agreement constitutes the legal, valid and binding obligation of Buyer, enforceable against Buyer in accordance with its terms. Upon the execution and delivery by Buyer of the Transaction Assignment and Assumption Agreement, the Escrow Agreement and each other agreement to be executed or delivered by Buyer at Closing (collectively, the “Buyer's Closing Documents”), each of the Transaction Buyer's Closing Documents (assuming the due execution and delivery of the Transaction Documents by Seller) will constitute the legal, valid and binding obligation of Buyer, enforceable against Buyer in accordance with its respective terms. Buyer has the absolute and unrestricted right, power and authority to execute and deliver this Agreement and the Transaction Buyer's Closing Documents and to perform its obligations under this Agreement and the Transaction Buyer's Closing Documents, and such action has been duly authorized by all necessary corporate action. (b) Neither the execution and delivery of this Agreement by Buyer nor the consummation or performance of any of the Contemplated Transactions by Buyer will give any Person the right to prevent, delay or otherwise interfere with any of the Contemplated Transactions pursuant to: : (i) any provision of Governing Documents of Buyer’s Governing Documents; ; (ii) any resolution adopted by the board of directors or the equity holders shareholders of Buyer; ; (iii) any Applicable Law Legal Requirement or Order to which Buyer may be subject; or or (iv) any Contract to which Buyer is a party or by which Buyer may be bound. Buyer is not and will not be required to obtain any consent 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. (c) The execution and delivery by Buyer of this Agreement, and the performance of its obligations hereunder does not require a registration, filing, application, notice, consent, approval, order, qualification, authorization, designation, declaration or waiver with, to or from any Governmental Authority.

Authority; No Conflict. (a) Upon the execution and delivery by Buyer of the Transaction Documents, each of the Transaction Documents (assuming the due execution and delivery of the Transaction Documents by Seller) will constitute This Agreement constitutes the legal, valid valid, and binding obligation of Buyer, enforceable against Buyer in accordance with its terms. Upon the execution and delivery by Buyer of the Earnout Agreement, the Employment Agreements, the Xxxx of Sale and the Noncompetition Agreements (collectively, the "Buyer's Closing Documents"), the Buyer's Closing Documents will constitute the legal, valid, and binding obligations of Buyer, enforceable against Buyer in accordance with their respective terms. Buyer has the power absolute and unrestricted right, power, and authority to execute and deliver this Agreement and the Transaction Buyer's Closing Documents and to perform its obligations under this Agreement and the Transaction Buyer's Closing Documents, and such action has been duly authorized by all necessary corporate action. (b) Neither Except as set forth in Part 4.2 of the Disclosure Letter, neither the execution and delivery of this Agreement by Buyer nor the consummation or performance of any of the Contemplated Transactions by Buyer will give any Person the right to prevent, delay delay, or otherwise interfere with any of the Contemplated Transactions pursuant to: : (i) any provision of Buyer’s Governing 's Organizational Documents; ; (ii) any resolution adopted by the board of directors or the equity holders shareholders of Buyer; ; (iii) any Applicable Law Legal Requirement or Order to which Buyer may be subject; or or (iv) any Contract to which Buyer is a party or by which Buyer may be bound. Except as set forth in Part 4.2 of the Disclosure Letter, Buyer is not and will not be required to 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. (c) The execution and delivery by Buyer of this Agreement, and the performance of its obligations hereunder does not require a registration, filing, application, notice, consent, approval, order, qualification, authorization, designation, declaration or waiver with, to or from any Governmental Authority.

Authority; No Conflict. (a) This Agreement constitutes the legal, valid and binding obligation of Buyer, enforceable against Buyer in accordance with its terms. Upon the execution and delivery by Buyer of the Transaction Assignment and Assumption Agreement, and each other agreement to be executed or delivered by Buyer at Closing (collectively, the “Buyer’s Closing Documents”), each of the Transaction Buyer’s Closing Documents (assuming the due execution and delivery of the Transaction Documents by Seller) will constitute the legal, valid and binding obligation of Buyer, enforceable against Buyer in accordance with its respective terms. Buyer has the absolute and unrestricted right, power and authority to execute and deliver this Agreement and the Transaction Buyer’s Closing Documents and to perform its obligations under this Agreement and the Transaction Buyer’s Closing Documents, and such action has been duly authorized by all necessary corporate action., except in each case the approval of the Board of Directors of Joy Global, Inc. (b) Neither the execution and delivery of this Agreement by Buyer nor the consummation or performance of any of the Contemplated Transactions by Buyer will give any Person the right to prevent, delay or otherwise interfere with any of the Contemplated Transactions pursuant to: : (i) any provision of Buyer’s Governing Documents; ; (ii) any resolution adopted by the board of directors or the equity holders shareholders of Buyer; ; (iii) except as set forth on Part 4.2(b)(iii), any Applicable Law Legal Requirement or Order to which Buyer may be subject; or or (iv) any Contract to which Buyer is a party or by which Buyer may be bound. Buyer is not and will not be required to obtain any consent 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. (c) The execution and delivery by Buyer of this Agreement, and the performance of its obligations hereunder does not require a registration, filing, application, notice, consent, approval, order, qualification, authorization, designation, declaration or waiver with, to or from any Governmental Authority.

Authority; No Conflict. (a) Upon the execution This Agreement constitutes, and delivery when executed and delivered by Buyer of at the Closing and the Buyer's Closing Documents, (collectively, the "Buyer Transaction Documents"), each of to the Transaction Documents (assuming the due execution and delivery of the Transaction Documents by Seller) extent applicable, will constitute the legal, valid valid, and binding obligation obligations of the Buyer, enforceable against Buyer in accordance with its their respective termsterms except as such enforcement may be limited by bankruptcy, insolvency, moratorium, reorganization, or similar laws affecting creditor's rights generally and by general equitable principles. Buyer has the corporate power and authority to execute and deliver this Agreement and each of the Buyer Transaction Documents and to perform its obligations under this Agreement and each of the Seller Transaction Documents. This Agreement has been, and such action has been the Buyer Transaction Documents at Closing will be, duly authorized executed and delivered by all necessary corporate actionBuyer. (b) The Board of Directors of Buyer has unanimously approved the Contemplated Transaction. Except for the approval of the holders of the stockholders of Buyer which may be required by the rules of the Nasdaq National Market (depending on the structure of the Financing), no other approval of the stockholders of Buyer or other corporate approval is required in order for Buyer to consummate the transactions contemplated by this Agreement. (c) Neither the execution and delivery of this Agreement and Buyer's Closing Documents by Buyer nor the consummation or performance of any of the Contemplated Transactions by Buyer will give any Person the right to prevent, delay delay, or otherwise interfere with any of the Contemplated Transactions pursuant to: (i) any provision of Buyer’s Governing 's Organizational Documents; (ii) any resolution adopted by the board of directors or the equity holders stockholders of Buyer; (iii) any Applicable Law Legal Requirement or Order to which Buyer or any of its respective assets may be subject; or (iv) any Contract to which Buyer is a party or by which Buyer may be bound. Buyer is not and will not be required to give any notice to or obtain any consent or approval from any Person in connection with the execution and delivery of this Agreement by Buyer or the consummation or performance of any of the Contemplated Transactions. (c) The execution and delivery Transactions by Buyer except for (i) the potential requirement to file with the SEC a proxy statement and the potential requirement to obtain approval by Buyer's stockholders of this Agreementthe Contemplated Transactions and the Financing; (ii) the filing of a Form 8-K with the SEC, (iii) such consents, approvals, orders, authorizations, registrations, declarations and filings as may be required under applicable federal and state securities laws and the laws of any foreign country or as may otherwise be required to consummate the Financing and (iv) the filings necessary, and termination of any waiting periods, pursuant to the performance of its obligations hereunder does not require a registration, filing, application, notice, consent, approval, order, qualification, authorization, designation, declaration or waiver with, to or from any Governmental AuthorityHSR Act.

Authority; No Conflict. (a) Upon the execution and delivery by Buyer of the Transaction Documents, each of the Transaction Documents (assuming the due execution and delivery of the Transaction Documents by Seller) will constitute the legal, valid and binding obligation of Buyer, enforceable against Buyer in accordance with its respective terms. The Buyer has the power absolute and unrestricted right, power, and authority to execute and deliver this Agreement and the Transaction Documents and to perform its obligations under this Agreement. All corporate and other actions and proceedings to be taken by or on the Transaction Documentspart of the Buyer to authorize and permit the execution and delivery by the Buyer of this Agreement and the instruments required to be executed and delivered by the Buyer pursuant hereto, the performance by the Buyer of its obligations hereunder and such action the consummation by the Buyer of the transactions contemplated herein, have been duly and properly taken. This Agreement has been duly authorized executed and delivered by all necessary corporate actionthe Buyer and constitutes the legal, valid, and binding obligation of the Buyer, enforceable against the Buyer in accordance with its terms. (b) Neither Except as set forth in Exhibit G, neither the execution and delivery of this Agreement by the Buyer nor the consummation or performance of any of the Contemplated Transactions by the Buyer will give any Person the right to prevent, delay delay, or otherwise interfere with any of the Contemplated Transactions pursuant to: (i) any provision of the Buyer’s Governing 's Organizational Documents; (ii) any resolution adopted by the board of directors or the equity holders stockholders of the Buyer; (iii) any Applicable Law Legal Requirement or Order to which the Buyer may be subject; or (iv) any Contract to which the Buyer is a party or by which the Buyer may be bound. Except as set forth in Exhibit G, the Buyer is not and will not be required to obtain any consent Consent from any Person in connection with the execution and delivery of this Agreement by the Buyer or the consummation or performance of any of the Contemplated TransactionsTransactions by the Buyer. (c) The execution and delivery by Buyer of this Agreement, and the performance of its obligations hereunder does not require a registration, filing, application, notice, consent, approval, order, qualification, authorization, designation, declaration or waiver with, to or from any Governmental Authority.

Authority; No Conflict. (a) Upon the execution and delivery by Buyer of the Transaction Documents, each of the Transaction Documents (assuming the due execution and delivery of the Transaction Documents by Seller) will constitute This Agreement constitutes the legal, valid valid, and binding obligation of Buyer, enforceable against Buyer in accordance with its terms. Upon the execution and delivery by Buyer of the Escrow Agreement, the Employment Agreements, the Shareholder Agreement and the Registration Rights Agreement (collectively, the "Buyer's Closing Documents"), the Buyer's Closing Documents will constitute the legal, valid, and binding obligations of Buyer, enforceable against Buyer in accordance with their respective terms. Buyer has the power absolute and unrestricted right, power, and authority to execute and deliver this Agreement and the Transaction Buyer's Closing Documents and to perform its obligations under this Agreement and the Transaction Buyer's Closing Documents, and such action has been duly authorized by all necessary corporate action. (b) Neither the execution and delivery of this Agreement by Buyer nor the consummation or performance of any of the Contemplated Transactions transactions contemplated herein by Buyer will give any Person the right to prevent, delay delay, or otherwise interfere with any of the Contemplated Transactions transactions contemplated herein pursuant to: : (i) any ny provision of Buyer’s Governing 's Organizational Documents; ; (ii) any resolution adopted by the board of directors or the equity holders stockholders of Buyer; ; (iii) any Applicable Law Legal Requirement or Order to which Buyer may be subject; or or (iv) any Contract to which Buyer is a party or by which Buyer may be bound. SCHEDULE 4.2 lists each person that Buyer is not and will not be was required to give any notice to or obtain any consent Consent from any Person in connection with the execution and delivery of this Agreement or the consummation or performance of any of the Contemplated Transactionstransactions contemplated herein. (c) The execution and delivery by Buyer of this Agreement, and the performance of its obligations hereunder does not require a registration, filing, application, notice, consent, approval, order, qualification, authorization, designation, declaration or waiver with, to or from any Governmental Authority.

Authority; No Conflict. (a) This Agreement constitutes the legal, valid and binding obligation of Buyer, enforceable against Buyer in accordance with its terms. Upon the execution and delivery by Buyer of the Transaction Assignment and Assumption Agreement, the Promissory Note and each other agreement to be executed or delivered by Buyer at Closing (collectively, the "Buyer's Closing Documents"), each of the Transaction Buyer's Closing Documents (assuming the due execution and delivery of the Transaction Documents by Seller) will constitute the legal, valid and binding obligation of Buyer, enforceable against Buyer in accordance with its respective terms. Buyer has the full corporate power and authority to execute and deliver this Agreement and the Transaction Buyer's Closing Documents and to perform its obligations under this Agreement and the Transaction Buyer's Closing Documents, and such action has been duly authorized by all necessary corporate action. (b) Neither the execution and delivery of this Agreement by Buyer nor the consummation or performance of any of the Contemplated Transactions by Buyer will give any Person the right to prevent, delay or otherwise interfere with any of the Contemplated Transactions pursuant to: : (i) any provision of Buyer’s 's Governing Documents; ; (ii) any resolution adopted by the board of directors or the equity holders shareholder of Buyer; ; (iii) any Applicable Law Legal Requirement or Order to which Buyer may be subject; or or (iv) any Contract to which Buyer is a party or by which Buyer may be bound. Buyer is not and will not be required to obtain any consent 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. (c) The execution and delivery by Buyer of this Agreement, and the performance of its obligations hereunder does not require a registration, filing, application, notice, consent, approval, order, qualification, authorization, designation, declaration or waiver with, to or from any Governmental Authority.

Authority; No Conflict. (a) Upon the execution and delivery by Buyer of the Transaction Documents, each of the Transaction Documents (assuming the due execution and delivery of the Transaction Documents by Seller) will constitute This Agreement constitutes the legal, valid valid, and binding obligation of Buyer, enforceable against Buyer in accordance with its terms. Upon the execution and delivery by Buyer of the Escrow Agreement and the Consulting and Noncompetition Agreements (collectively, the "Buyer's Closing Documents"), the Buyer's Closing Documents will constitute the legal, valid, and binding obligations of Buyer, enforceable against Buyer, in accordance with their respective terms. Buyer has the power absolute and unrestricted right, power, and authority to execute and deliver this Agreement and the Transaction Buyer's Closing Documents and to perform its their respective obligations under this Agreement and the Transaction Buyer's Closing Documents, and such action has been duly authorized by all necessary corporate action. (b) Neither Except as set forth in Schedule 4.2, neither the execution and delivery of this Agreement by Buyer nor the consummation or performance of any of the Contemplated Transactions by Buyer will give any Person the right to prevent, delay delay, or otherwise interfere with any of the Contemplated Transactions pursuant to: : (i) any provision of Buyer’s Governing 's Organizational Documents; ; (ii) any resolution adopted by the board of directors or the equity holders stockholders of Buyer; ; (iii) any Applicable Law Legal Requirement or Order to which Buyer may be subject; or or (iv) any Contract to which Buyer is a party or by which Buyer may be bound. Except as set forth in Schedule 4.2, Buyer is not and will not be required to obtain any consent 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. (c) The execution and delivery by Buyer of this Agreement, and the performance of its obligations hereunder does not require a registration, filing, application, notice, consent, approval, order, qualification, authorization, designation, declaration or waiver with, to or from any Governmental Authority.

Authority; No Conflict. (a) Upon This Agreement, the execution Escrow Agreement and delivery by Buyer of the Transaction Documents, each of the Transaction Documents (assuming the due execution and delivery of the Transaction Documents by Seller) will Noncompetition Agreements constitute the legal, valid valid, and binding obligation of BuyerBuyer and Parent, enforceable against Buyer them in accordance with its respective terms, except as such enforcement may be limited by bankruptcy, insolvency, moratorium, reorganization, or similar laws affecting creditor's rights generally and by general equitable principles (whether considered in a proceeding at equity or at law) and implied covenants of good faith and fair dealing. Buyer and the Parent each has the power absolute and unrestricted right, power, and authority to execute and deliver this Agreement and the Transaction Buyer's Closing Documents and to perform its obligations under the Transaction this Agreement and Buyer's Closing Documents, and such action has been duly authorized by all necessary corporate action. (b) Neither the execution and delivery of this Agreement and Buyer's Closing Documents by Buyer nor the consummation or performance of any of the Contemplated Transactions by Buyer will give any Person the right to prevent, delay delay, or otherwise interfere with any of the Contemplated Transactions pursuant to: (i) any provision of Buyer’s Governing 's Organizational Documents; (ii) any resolution adopted by the board of directors or the equity holders stockholders of Buyer; (iii) any Applicable Law Legal Requirement or Order to which Buyer may be subject; or (iv) any Contract to which Buyer is a party or by which Buyer may be bound. Buyer is not and will not be required to give any notice to or obtain any consent Consent from any Person in connection with the execution and delivery of this Agreement by Buyer or the consummation or performance of any of the Contemplated TransactionsTransactions by Buyer. (c) The execution and delivery by Buyer of this Agreement, Agreement and the performance Buyer's Closing Documents by each of its obligations hereunder does not require a registration, filing, application, notice, consent, approval, order, qualification, authorization, designation, declaration or waiver with, to or from any Governmental AuthorityParent and Buyer and the consummation of the transactions contemplated hereby have been duly authorized by all required corporate action on behalf of each of Parent and Buyer.

Authority; No Conflict. (a) Upon the execution and delivery by Buyer of the Transaction Documents, each of the Transaction Documents (assuming the due execution and delivery of the Transaction Documents by Seller) will constitute This Agreement constitutes the legal, valid valid, and binding obligation of Buyer, enforceable against Buyer in accordance with its terms subject, as to enforcement, to (i) applicable bankruptcy, insolvency, reorganization, moratorium or similar laws now or hereafter in effect affecting creditors' rights generally and (ii) general principles of equity.. Upon the execution and delivery by Buyer of the Employment Agreements (collectively, the "Buyer's Closing Documents"), the Buyer's Closing Documents will constitute the legal, valid, and binding obligations of Buyer, enforceable against Buyer in accordance with their respective termsterms subject, as to enforcement, to (i) applicable bankruptcy, insolvency, reorganization, moratorium or similar laws now or hereafter in effect affecting creditors' rights generally and (ii) general principles of equity. Buyer has the power absolute and unrestricted right, power, and authority to execute and deliver this Agreement and the Transaction Buyer's Closing Documents and to perform its obligations under this Agreement and the Transaction Buyer's Closing Documents, and such action has been duly authorized by all necessary corporate action. (b) Neither the execution and delivery of this Agreement by Buyer nor the consummation or performance of any of the Contemplated Transactions by Buyer will give any Person the right to prevent, delay delay, or otherwise interfere with any of the Contemplated Transactions pursuant to: : (i) any provision of Buyer’s Governing 's Organizational Documents; ; (ii) any resolution adopted by the board of directors or the equity holders stockholders of Buyer; ; (iii) any Applicable Law Legal Requirement or Order to which Buyer may be subject; or or (iv) any Contract to which Buyer is a party or by which Buyer may be bound. Buyer is not and will not be required to obtain any consent 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. (c) The execution and delivery by Buyer of this Agreement, and the performance of its obligations hereunder does not require a registration, filing, application, notice, consent, approval, order, qualification, authorization, designation, declaration or waiver with, to or from any Governmental Authority.

Authority; No Conflict. (a) 4.2.1 This Agreement constitutes the legal, valid and binding obligation of Buyer, enforceable against Buyer in accordance with its terms. Upon the execution and delivery by Buyer of each agreement to be executed or delivered by Buyer at Closing (collectively, the Transaction “Buyer’s Closing Documents”), each of the Transaction Buyer’s Closing Documents (assuming the due execution and delivery of the Transaction Documents by Seller) will constitute the legal, valid and binding obligation of Buyer, enforceable against Buyer in accordance with its respective terms. Buyer has the absolute and unrestricted right, power and authority to execute and deliver this Agreement and the Transaction Buyer’s Closing Documents and to perform its obligations under this Agreement and the Transaction Buyer’s Closing Documents, and such action has been duly authorized by all necessary corporate action. (b) 4.2.2 Neither the execution and delivery of this Agreement by Buyer nor the consummation completion or performance of any of the Contemplated Transactions by Buyer will give any Person the right to prevent, delay or otherwise interfere with any of the Contemplated Transactions pursuant to: : (i) any provision of Buyer’s Governing Documents; ; (ii) any resolution adopted by the board of directors or the equity holders of Buyer; ; (iii) any Applicable Law Legal Requirement or Order to which Buyer may be subject; or or (iv) any Contract to which Buyer is a party or by which Buyer may be bound. Buyer is not and will not be required to obtain any consent Consent from any Person in connection with the execution and delivery of this Agreement or the consummation completion or performance of any of the Contemplated Transactions. (c) The execution and delivery by Buyer of this Agreement, and the performance of its obligations hereunder does not require a registration, filing, application, notice, consent, approval, order, qualification, authorization, designation, declaration or waiver with, to or from any Governmental Authority.

Authority; No Conflict. (a) This Agreement constitutes the legal, valid, and binding obligation of Purchaser, enforceable against the Purchaser in accordance with its terms. Upon the execution and delivery by Buyer Purchaser of the Transaction Escrow Agreement and the Employment Agreements (collectively, the "Purchaser's Closing Documents"), each of the Transaction Purchaser's Closing Documents (assuming the due execution and delivery of the Transaction Documents by Seller) will constitute the legal, valid valid, and binding obligation obligations of Buyerthe Purchaser, enforceable against Buyer Purchaser in accordance with its their respective terms. Buyer Purchaser has the power right, power, and authority to execute and deliver this Agreement and the Transaction Purchaser's Closing Documents and to perform its obligations under this Agreement and the Transaction Purchaser's Closing Documents, and such action has been duly authorized by all necessary corporate action. (b) Neither the execution and delivery of this Agreement by Buyer Purchaser nor the consummation or performance of any of the Contemplated Transactions by Buyer Purchaser will give any Person the right to prevent, delay delay, or otherwise interfere with any of the Contemplated Transactions pursuant to: : (i) any provision of Buyer’s Governing Purchaser's Organizational Documents; ; (ii) any resolution adopted by the board of directors or the equity holders stockholders of Buyer; Purchaser; (iii) any Applicable Law Legal Requirement or Order to which Buyer Purchaser may be subject; or or (iv) any material Contract to which Buyer Purchaser is a party or by which Buyer Purchaser may be bound. Buyer Purchaser is not and will not be required to obtain any consent 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. (c) The execution and delivery by Buyer of this Agreement, and the performance of its obligations hereunder does not require a registration, filing, application, notice, consent, approval, order, qualification, authorization, designation, declaration or waiver with, to or from any Governmental Authority.

Authority; No Conflict. (a) Upon the execution and delivery by Buyer of the Transaction Documents, each of the Transaction Documents (assuming the due execution and delivery of the Transaction Documents by Seller) will constitute This Agreement constitutes the legal, valid and binding obligation of Buyer, enforceable against Buyer in accordance with its terms. Upon the execution and delivery by Buyer of this Agreement and the Rights Agreement (collectively, the "Buyer's Closing Documents"), the Buyer's Closing Documents will constitute the legal, valid, and binding obligations of Buyer, enforceable against Buyer in accordance with their respective termsterms except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or other laws affecting creditor's rights generally. Buyer has the power absolute and unrestricted right, power, and authority to execute and deliver this Agreement and the Transaction Documents Rights Agreement and to perform its obligations under this Agreement and the Transaction Documents, and such action has been duly authorized by all necessary corporate actionRights Agreement. (b) Neither the execution and delivery of this Agreement by Buyer nor the consummation or performance of any of the Contemplated Transactions by Buyer will give any Person the right to prevent, delay delay, or otherwise interfere with any of the Contemplated Transactions pursuant to: : (i) any provision of Buyer’s Governing 's Organizational Documents; ; (ii) any resolution adopted by the board of directors or the equity holders stockholders of Buyer; ; (iii) any Applicable Law Legal Requirement or Order to which Buyer may be subject; or or (iv) any Contract to which Buyer is a party or by which Buyer may be bound. Other than as required by the HSR Act with regard to the Tendered Shares to be acquired at the Second Closing, Buyer is not and will not be required to obtain any consent 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. (c) The execution and delivery by Buyer of this Agreement, and the performance of its obligations hereunder does not require a registration, filing, application, notice, consent, approval, order, qualification, authorization, designation, declaration or waiver with, to or from any Governmental Authority.

Authority; No Conflict. (a) Upon the execution This Agreement has been duly authorized, executed and delivery delivered by Buyer of the Transaction Documents, each of the Transaction Documents (assuming the due execution and delivery of the Transaction Documents by Seller) will constitute constitutes the legal, valid valid, and binding obligation of Buyer, enforceable against Buyer in accordance with its respective terms, subject to (i) bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally; and (ii) general principles of equity. Buyer has the power absolute and unrestricted right, power, and authority to execute and deliver this Agreement and the Transaction Documents Related Agreements to which it is a party and to perform its obligations under the Transaction Documents, hereunder and such action has been duly authorized by all necessary corporate actionthereunder. (b) Neither the execution and delivery of this Agreement by Buyer nor the consummation or performance of any of the Contemplated Transactions by Buyer will give any Person the right to prevent, delay delay, or otherwise interfere with any of the Contemplated Transactions pursuant to: : (i) any provision of Buyer’s Governing 's Organizational Documents; ; (ii) any resolution adopted by the board of directors or the equity holders shareholders of Buyer; ; (iii) any Applicable Law Legal Requirement or Order to which Buyer may be subject; or or (iv) any Contract to which Buyer is a party or by which Buyer may be bound. Except for the consent of the board of directors of Buyer, which consent has been granted, Buyer is not and will not be required to obtain any consent 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. (c) The execution and delivery by Buyer of this Agreement, and the performance of its obligations hereunder does not require a registration, filing, application, notice, consent, approval, order, qualification, authorization, designation, declaration or waiver with, to or from any Governmental Authority.

Authority; No Conflict. (a) This Agreement constitutes the legal, valid and binding obligation of Buyer, enforceable against Buyer in accordance with its terms. Upon the execution and delivery by Buyer of the Transaction Assignment and Assumption Agreement, the Escrow Agreement, the Fabri and Xxxxx Letter Agreements, and each other agreement to be executed or delivered by Buyer at Closing (collectively, the "Buyer's Closing Documents"), each of the Transaction Buyer's Closing Documents (assuming the due execution and delivery of the Transaction Documents by Seller) will constitute the legal, valid and binding obligation of Buyer, enforceable against Buyer in accordance with its respective terms. Buyer has the absolute and unrestricted right, power and authority to execute and deliver this Agreement and the Transaction Buyer's Closing Documents and to perform its obligations under this Agreement and the Transaction Buyer's Closing Documents, and such action has been duly authorized by all necessary corporate action. (b) Neither the execution and delivery of this Agreement by Buyer nor the consummation or performance of any of the Contemplated Transactions by Buyer will give any Person the right to prevent, delay or otherwise interfere with any of the Contemplated Transactions pursuant to: : (i) any provision of Buyer’s 's Governing Documents; ; (ii) any resolution adopted by the board of directors or the equity holders shareholders of Buyer; ; (iii) any Applicable Law Legal Requirement or Order to which Buyer may be subject; or or (iv) any Contract to which Buyer is a party or by which Buyer may be bound. Buyer is not and will not be required to obtain any consent 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. (c) The execution and delivery by Buyer of this Agreement, and the performance of its obligations hereunder does not require a registration, filing, application, notice, consent, approval, order, qualification, authorization, designation, declaration or waiver with, to or from any Governmental Authority.

Authority; No Conflict. (a) This Agreement constitutes the legal, valid and binding obligation of Buyer, enforceable against Buyer in accordance with its terms. Upon the execution and delivery by Buyer of the Transaction Transfer, Assignment, Xxxx of Sale and Assumption Agreement, the Escrow Agreement, the Employment Agreements and each other agreement to be executed or delivered by Buyer at Closing (collectively, the “Buyer’s Closing Documents”), each of the Transaction Buyer’s Closing Documents (assuming the due execution and delivery of the Transaction Documents by Seller) will constitute the legal, valid and binding obligation of Buyer, enforceable against Buyer in accordance with its respective terms. Buyer has the absolute and unrestricted right, power and authority to execute and deliver this Agreement and the Transaction Buyer’s Closing Documents and to perform its obligations under this Agreement and the Transaction Buyer’s Closing Documents, and such action has been duly authorized by all necessary corporate action. (b) Neither the execution and delivery of this Agreement by Buyer nor the consummation or performance of any of the Contemplated Transactions by Buyer will give any Person the right to prevent, delay or otherwise interfere with any of the Contemplated Transactions pursuant to: : (i) any provision of Buyer’s Governing Documents; ; (ii) any resolution adopted by the board of directors or the equity holders shareholders of Buyer; ; (iii) any Applicable Law Legal Requirement or Order to which Buyer may be subject; or or (iv) any Contract to which Buyer is a party or by which Buyer may be bound. Buyer is not and will not be required to obtain any consent 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. (c) The execution and delivery by Buyer of this Agreement, and the performance of its obligations hereunder does not require a registration, filing, application, notice, consent, approval, order, qualification, authorization, designation, declaration or waiver with, to or from any Governmental Authority.

Authority; No Conflict. (a) Upon the execution and delivery by Buyer of the Transaction Documents, each of the Transaction Documents (assuming the due execution and delivery of the Transaction Documents by Seller) will constitute a. This Option Agreement constitutes the legal, valid valid, and binding obligation of Buyer, enforceable against Buyer in accordance with its terms. Upon the execution and delivery by Buyer of the agreements to be delivered by the Seller in connection with the completion of the Contemplated Transaction (collectively, the "Buyer's Closing Documents"), the Buyer's Closing Documents will each constitute the legal, valid, and binding obligations of Buyer, enforceable against Buyer in accordance with their respective terms. Buyer has the power absolute and unrestricted right, power, and authority to execute and deliver this Option Agreement and the Transaction Buyer's Closing Documents and to perform its obligations under this Option Agreement and the Transaction Buyer's Closing Documents, and such action has been duly authorized by all necessary corporate action. (b) Neither b. Except as set forth in Schedule 4.2, neither the execution and delivery of this Option Agreement by Buyer nor the consummation or performance of any of the Contemplated Transactions by Buyer will give any Person the right to prevent, delay delay, or otherwise interfere with any of the Contemplated Transactions pursuant to: : (i) any provision of Buyer’s Governing 's Organizational Documents; ; (ii) any resolution adopted by the board of directors or the equity holders stockholders of Buyer; ; (iii) any Applicable Law Legal Requirement or Order to which Buyer may be subject; or or (iv) any Contract to which Buyer is a party or by which Buyer may be bound. Except as set forth in Schedule 4.2, Buyer is not and will not be required to obtain any consent 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) The execution and delivery by Buyer of this Agreement, and the performance of its obligations hereunder does not require a registration, filing, application, notice, consent, approval, order, qualification, authorization, designation, declaration or waiver with, to or from any Governmental Authority.

Authority; No Conflict. (a) This Agreement constitutes the legal, valid, and binding obligation of Buyer, enforceable against Buyer in accordance with its terms. Upon the execution and delivery by Buyer of the Transaction Assignment and Xxxx of Sale, the Consignment Agreement, the Promissory Note and each other agreement to be executed or delivered by Buyer at Closing (collectively, the "Buyer's Closing Documents"), each of the Transaction Buyer's Closing Documents (assuming the due execution and delivery of the Transaction Documents by Seller) will constitute the legal, valid valid, and binding obligation of Buyer, enforceable against Buyer in accordance with its respective terms. Buyer has the power absolute and unrestricted right, power, and authority to execute and deliver this Agreement and the Transaction Buyer's Closing Documents and to perform its obligations under this Agreement and the Transaction Buyer's Closing Documents, and such action has been duly authorized by all necessary corporate action. (b) Neither the execution and delivery of this Agreement by Buyer nor the consummation or performance of any of the Contemplated Transactions by Buyer will give any Person the right to prevent, delay delay, or otherwise interfere with any of the Contemplated Transactions pursuant to: to (i) any provision of Buyer’s 's Governing Documents; (ii) any resolution adopted by the board of directors or the equity holders shareholders of Buyer; (iii) any Applicable Law Legal Requirement or Order to which Buyer may be subject; or . (ivc) any Contract to which Buyer is a party or by which Buyer may be bound. Buyer is not and will not be required to obtain any consent 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. (c) The execution and delivery by Buyer of this Agreement, and the performance of its obligations hereunder does not require a registration, filing, application, notice, consent, approval, order, qualification, authorization, designation, declaration or waiver with, to or from any Governmental Authority.

Authority; No Conflict. (a) This Agreement constitutes the legal, valid and binding obligation of Buyer, enforceable against Buyer in accordance with its terms. Upon the execution and delivery by Buyer of the Transaction Assignment and Assumption Agreement and each other agreement to be executed or delivered by Buyer at Closing (collectively, the "Buyer's Closing Documents"), each of the Transaction Buyer's Closing Documents (assuming the due execution and delivery of the Transaction Documents by Seller) will constitute the legal, valid and binding obligation of Buyer, enforceable against Buyer in accordance with its respective terms. Buyer has the absolute and unrestricted right, power and authority to execute and deliver this Agreement and the Transaction Buyer's Closing Documents and to perform its obligations under this Agreement and the Transaction Buyer's Closing Documents, and such action has been duly authorized by all necessary corporate action. (b) Neither the execution and delivery of this Agreement by Buyer nor the consummation or performance of any of the Contemplated Transactions by Buyer will give any Person the right to prevent, delay or otherwise interfere with any of the Contemplated Transactions pursuant to: : (i) any provision of Buyer’s 's Governing Documents; (ii) any resolution adopted by the board of directors or the equity holders shareholders of Buyer; (iii) any Applicable Law Legal Requirement or Order to which Buyer may be subject; or (iv) any Contract to which Buyer is a party or by which Buyer may be bound. Prior to execution of this Agreement, Buyer is not and will not be required to obtain any consent necessary 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. (c) The execution and delivery by Buyer of this Agreement, and the performance of its obligations hereunder does not require a registration, filing, application, notice, consent, approval, order, qualification, authorization, designation, declaration or waiver with, to or from any Governmental Authority.

Authority; No Conflict. (a) This Agreement constitutes the legal, valid and binding obligation of Buyer, enforceable against Buyer in accordance with its terms. Upon the execution and delivery by Buyer of the other Transaction Documents to be executed or delivered by Buyer at Closing (collectively, the “Buyer’s Closing Documents”), each of the Transaction Buyer’s Closing Documents (assuming the due execution and delivery of the Transaction Documents by Seller) will constitute the legal, valid and binding obligation of Buyer, enforceable against Buyer in accordance with its respective terms, except as such enforcement may be limited by Equitable Exceptions. Buyer has the absolute and unrestricted right, power and authority to execute and deliver this Agreement and the Transaction Buyer’s Closing Documents and to perform its obligations under this Agreement and the Transaction Buyer’s Closing Documents, and such action has been duly authorized by all necessary corporate action. (b) Neither the execution and delivery of this Agreement by Buyer nor the consummation or performance of any of the Contemplated Transactions by Buyer will give any Person the right to prevent, delay or otherwise interfere with any of the Contemplated Transactions pursuant to: : (i) any provision of Buyer’s Governing Documents; ; (ii) any resolution adopted by the board of directors or the equity holders shareholders of Buyer; ; (iii) any Applicable Law Legal Requirement or Order to which Buyer may be subject; or or (iv) any material Contract to which Buyer is a party or by which Buyer may be bound. Buyer is not and will not be required to obtain any consent material 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. (c) The execution and delivery by Buyer of this Agreement, and the performance of its obligations hereunder does not require a registration, filing, application, notice, consent, approval, order, qualification, authorization, designation, declaration or waiver with, to or from any Governmental Authority.

Authority; No Conflict. (a) This Agreement constitutes the legal, valid and binding obligation of Buyer, enforceable against Buyer in accordance with its terms. Upon the execution and delivery by Buyer of each agreement to be executed or delivered by Buyer at Closing (collectively, the Transaction Documents"BUYER'S CLOSING DOCUMENTS"), each of the Transaction Buyer's Closing Documents (assuming the due execution and delivery of the Transaction Documents by Seller) will constitute the legal, valid and binding obligation of Buyer, enforceable against Buyer in accordance with its respective terms. Buyer has the absolute and unrestricted right, power and authority to execute and deliver this Agreement and the Transaction Buyer's Closing Documents and to perform its obligations under this Agreement and the Transaction Buyer's Closing Documents, and such action has been duly authorized by all necessary corporate action. (b) Neither the execution and delivery of this Agreement by Buyer nor the consummation or performance of any of the Contemplated Transactions by Buyer will give any Person the right to prevent, delay or otherwise interfere with any of the Contemplated Transactions pursuant to: : (i) any provision of Buyer’s 's Governing Documents; ; (ii) any resolution adopted by the board of directors or the equity holders shareholders of Buyer; ; (iii) any Applicable Law Legal Requirement or Order to which Buyer may be subject; or or (iv) any Contract to which Buyer is a party or by which Buyer may be bound. Buyer is not and will not be required to obtain any consent 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. (c) The execution and delivery by Buyer of this Agreement, and the performance of its obligations hereunder does not require a registration, filing, application, notice, consent, approval, order, qualification, authorization, designation, declaration or waiver with, to or from any Governmental Authority.

Authority; No Conflict. (a) This Agreement constitutes the legal, valid and binding obligation of Buyer, enforceable against Buyer in accordance with its terms. Upon the execution and delivery by Buyer of the Transaction Assignment and Assumption Agreement, the Employment Agreements and each other agreement to be executed or delivered by Buyer at Closing (collectively, the “Buyer’s Closing Documents”), each of the Transaction Buyer’s Closing Documents (assuming the due execution and delivery of the Transaction Documents by Seller) will constitute the legal, valid and binding obligation of Buyer, enforceable against Buyer in accordance with its respective terms. Buyer has the absolute and unrestricted right, power and authority to execute and deliver this Agreement and the Transaction Buyer’s Closing Documents and to perform its obligations under this Agreement and the Transaction Buyer’s Closing Documents, and such action has been duly authorized by all necessary corporate action. (b) Neither the execution and delivery of this Agreement by Buyer nor the consummation or performance of any of the Contemplated Transactions by Buyer will give any Person the right to prevent, delay or otherwise interfere with any of the Contemplated Transactions pursuant to: (i) any provision of Buyer’s Governing Documents; (ii) any resolution adopted by the board of directors or the equity holders shareholders of Buyer; (iii) any Applicable Law Legal Requirement or Order to which Buyer may be subject; or or, (iv) any Contract to which Buyer is a party or by which Buyer may be bound. Buyer is not and will not be required to obtain any consent 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. (c) The execution and delivery by Buyer of this Agreement, and the performance of its obligations hereunder does not require a registration, filing, application, notice, consent, approval, order, qualification, authorization, designation, declaration or waiver with, to or from any Governmental Authority.

Authority; No Conflict. (a) This Agreement constitutes the legal, valid, and binding obligation of Buyer, enforceable against Buyer in accordance with its terms. Upon the execution and delivery by Buyer of the Transaction transaction documents and each other agreement to be executed or delivered by Buyer at Closing (collectively, the “Buyer’s Closing Documents”), each of the Transaction Buyer’s Closing Documents (assuming the due execution and delivery of the Transaction Documents by Seller) will constitute the legal, valid and binding obligation of Buyer, enforceable against Buyer in accordance with its respective terms. Buyer has the requisite limited liability company power and authority to execute and deliver this Agreement and the Transaction Buyer’s Closing Documents and to perform its obligations under this Agreement and the Transaction Buyer’s Closing Documents, and such action has been duly authorized by all necessary corporate limited liability company action. (b) Neither the execution and delivery of this Agreement by Buyer nor the consummation or performance of any of the Contemplated Transactions by Buyer will give any Person the right to prevent, delay or otherwise interfere with any of the Contemplated Transactions pursuant to: : (i) (A) any provision of Buyer’s Governing Documents; , or (iiB) any resolution adopted by the board of directors managers or the equity holders members of Buyer; ; (iiiii) any Applicable Law Legal Requirement or Order to which which, to the Knowledge of Buyer, Buyer may be subject; or or (ivi) any Contract to which Buyer is a party or by which Buyer may be bound. Buyer is not and will not be required to obtain any consent 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. (c) The execution and delivery by Buyer of this Agreement, and the performance of its obligations hereunder does not require a registration, filing, application, notice, consent, approval, order, qualification, authorization, designation, declaration or waiver with, to or from any Governmental Authority.

Authority; No Conflict. (a) This Agreement constitutes the legal, valid and binding obligation of Buyer, enforceable against Buyer in accordance with its terms. Upon the execution and delivery by Buyer of the Transaction Assignment and Assumption Agreement, the Escrow Agreement and each other agreement to be executed or delivered by Buyer at Closing (collectively, the “Buyer’s Closing Documents”), each of the Transaction Buyer’s Closing Documents (assuming the due execution and delivery of the Transaction Documents by Seller) will constitute the legal, valid and binding obligation of Buyer, enforceable against Buyer in accordance with its respective terms. Buyer has the absolute and unrestricted right, power and authority to execute and deliver this Agreement and the Transaction Buyer’s Closing Documents and to perform its obligations under this Agreement and the Transaction Buyer’s Closing Documents, and such action has been duly authorized by all necessary corporate company action. (b) Neither the execution and delivery of this Agreement by Buyer nor the consummation or performance of any of the Contemplated Transactions transactions contemplated hereunder by Buyer will give any Person the right to prevent, delay or otherwise interfere with any of the Contemplated Transactions transactions contemplated hereunder pursuant to: to (i) any provision of Buyer’s Governing Documentsarticles of organization or operating agreement (or comparable governing documents); (ii) any resolution adopted by the board of directors managers or the equity holders owners of Buyer; (iii) any Applicable Law Legal Requirement or Order to which Buyer may be subject; or (iv) any Contract to which Buyer is a party or by which Buyer may be bound. . (c) Buyer is not and will not be required to obtain any consent Consent from any Person in connection with the execution and delivery of this Agreement or the consummation or performance of any of the Contemplated Transactionstransactions contemplated hereunder. (c) The execution and delivery by Buyer of this Agreement, and the performance of its obligations hereunder does not require a registration, filing, application, notice, consent, approval, order, qualification, authorization, designation, declaration or waiver with, to or from any Governmental Authority.

Authority; No Conflict. (a) Upon the execution and delivery by Buyer of the Transaction Documents, each of the Transaction Documents (assuming the due execution and delivery of the Transaction Documents by Seller) will constitute This Agreement constitutes the legal, valid valid, and binding obligation of Buyer, enforceable against Buyer in accordance with its terms. Upon the execution and delivery by Buyer of the Escrow Agreement, and the Consulting Agreements, (collectively, the "Buyer's Closing Documents"), the Buyer's Closing Documents will constitute the legal, valid, and binding obligations of Buyer, enforceable against Buyer in accordance with their respective terms. Buyer has the power absolute and unrestricted right, power, and authority to execute and deliver this Agreement and the Transaction Buyer's Closing Documents and to perform its obligations under this Agreement and the Transaction Buyer's Closing Documents, and such action has been duly authorized by all necessary corporate action. (b) Neither the execution and delivery of this Agreement by Buyer nor the consummation or performance of any of the Contemplated Transactions by Buyer will give any Person the right to prevent, delay delay, or otherwise interfere with any of the Contemplated Transactions pursuant to: : (i) any provision of Buyer’s Governing 's Organizational Documents; ; (ii) any resolution adopted by the board of directors or the equity holders stockholders of Buyer; ; (iii) any Applicable Law Legal Requirement or Order to which Buyer may be subject; or or (iv) any Contract to which Buyer is a party or by which Buyer may be bound. Buyer is not and will not be required to obtain any consent 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. (c) The execution and delivery by Buyer of this Agreement, and the performance of its obligations hereunder does not require a registration, filing, application, notice, consent, approval, order, qualification, authorization, designation, declaration or waiver with, to or from any Governmental Authority.

Authority; No Conflict. (a) Upon the execution and delivery by Buyer of the Transaction Documents, each of the Transaction Documents (assuming the due execution and delivery of the Transaction Documents by Seller) will constitute This Agreement constitutes the legal, valid valid, and binding obligation of Buyer, enforceable against Buyer in accordance with its terms. Upon the execution and delivery by Buyer of the Employment Agreements between the Acquired Company and Mssrs. Landau, Laborde, Rizvi and Busse, and the Non-Xxxxxtitiox Xxxeement between the Acquired Company and Mr. Kent Busse (collectively, xxx "Xxxxx's Closing Documents"), the Buyer's Closing Documents will constitute the legal, valid, and binding obligations of Buyer, enforceable against Buyer in accordance with their respective terms. Buyer has the power absolute and unrestricted right, power, and authority to execute and deliver this Agreement and the Transaction Buyer's Closing Documents and to perform its obligations under this Agreement and the Transaction Buyer's Closing Documents, and such action has been duly authorized by all necessary corporate action. (b) Neither the execution and delivery of this Agreement by Buyer nor the consummation or performance of any of the Contemplated Transactions by Buyer will give any Person the right to prevent, delay delay, or otherwise interfere with any of the Contemplated Transactions pursuant to: : (i) any provision of Buyer’s Governing 's Organizational Documents; ; (ii) any resolution adopted by the board of directors or the equity holders stockholders of Buyer; ; (iii) any Applicable Law Legal Requirement or Order to which Buyer may be subject; or ,including Buyer's Offering Circulars; (iv) any Contract to which Buyer is a party or by which Buyer may be bound. Except as set forth in Schedule 4.2, Buyer is not and will not be required to obtain any consent 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. Buyer agrees to deliver Schedule 4.2 to Sellers on or before October 4, 2000. (c) The execution and delivery by Buyer of this Agreement, and the performance of its obligations hereunder does not require a registration, filing, application, notice, consent, approval, order, qualification, authorization, designation, declaration or waiver with, to or from any Governmental Authority.

Authority; No Conflict. (a) This Agreement constitutes the legal, valid, and binding obligation of Buyer and Parent, enforceable against Buyer and Parent in accordance with its terms. Upon the execution and delivery by Buyer of the Transaction DocumentsEscrow Agreement, each of the Transaction Employment Agreements, and the Registration Rights Agreement (collectively, the "BUYER'S CLOSING DOCUMENTS"), the Buyer's Closing Documents (assuming the due execution and delivery of the Transaction Documents by Seller) will constitute the legal, valid valid, and binding obligation obligations of Buyer, enforceable against Buyer in accordance with its their respective terms. Buyer has the power absolute and unrestricted right, power, and authority to execute and deliver this Agreement and the Transaction Buyer's Closing Documents and to perform its obligations under this Agreement and the Transaction Buyer's Closing Documents, and such action has been duly authorized by all necessary corporate action. (b) Neither Except as set forth in Schedule 4.2, neither the execution and delivery of this Agreement by Buyer and Parent nor the consummation or performance of any of the Contemplated Transactions by Buyer will give any Person the right to prevent, delay delay, or otherwise interfere with any of the Contemplated Transactions pursuant to: : (i) any provision of Buyer’s Governing 's or Parent's Organizational Documents; ; (ii) any resolution adopted by the board of directors or the equity holders stockholders of Buyer; Buyer or Parent; (iii) any Applicable Law Legal Requirement or Order to which Buyer or Parent may be subject; or or (iv) any Contract to which Buyer or Parent is a party or by which Buyer or Parent may be bound. Except for the consent of Wachovia Bank, National Association and as set forth in Schedule 4.2, neither Buyer is not and nor Parent will not be required to obtain any consent 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. (c) The execution and delivery by Buyer of this Agreement, and the performance of its obligations hereunder does not require a registration, filing, application, notice, consent, approval, order, qualification, authorization, designation, declaration or waiver with, to or from any Governmental Authority.

Authority; No Conflict. (a) This Agreement constitutes the legal, valid, and binding obligation of Parent and Purchaser, enforceable against Parent and Purchaser in accordance with its terms. Upon the execution and delivery by Buyer Purchaser of the Transaction Employment Agreement, the Promissory Notes, and the Shareholders Agreement (collectively, the "Purchaser's Closing Documents"), each of the Transaction Purchaser's Closing Documents (assuming the due execution and delivery of the Transaction Documents by Seller) will constitute the legal, valid valid, and binding obligation obligations of Buyerthe Purchaser, enforceable against Buyer Purchaser in accordance with its their respective terms. Buyer has Parent and Purchaser, as the power case may be, have the right, power, and authority to execute and deliver this Agreement and the Transaction Purchaser's Closing Documents and to perform its respective obligations under this Agreement and the Transaction Purchaser's Closing Documents, and such action has been duly authorized by all necessary corporate action. (b) Neither the execution and delivery of this Agreement by Buyer Parent and Purchaser nor the consummation or performance of any of the Contemplated Transactions by Buyer Parent and Purchaser will give any Person the right to prevent, delay delay, or otherwise interfere with any of the Contemplated Transactions pursuant to: : (i) any provision of Buyer’s Governing Parent's or Purchaser's Organizational Documents; ; (ii) any resolution adopted by the board of directors or the equity holders stockholders of BuyerParent or Purchaser; or (iii) any Applicable Law Legal Requirement or Order to which Buyer Parent or Purchaser may be subject; or (iv) any Contract . Except for the required Consent to which Buyer be obtained from their lenders, neither Parent nor Purchaser is a party or by which Buyer may be bound. Buyer is not and will not be required to obtain any consent 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. (c) The execution and delivery by Buyer of this Agreement, and the performance of its obligations hereunder does not require a registration, filing, application, notice, consent, approval, order, qualification, authorization, designation, declaration or waiver with, to or from any Governmental Authority.

Authority; No Conflict. (a) Upon the execution and delivery by Buyer of the Transaction Documents, each of the Transaction Documents (assuming the due execution and delivery of the Transaction Documents by Seller) will constitute This Agreement constitutes the legal, valid valid, and binding obligation of Buyer, enforceable against Buyer in accordance with its terms. Upon the execution and delivery by Buyer of the Employment Agreement and the Promissory Notes (collectively, the "Buyer's Closing Documents"), the Buyer's Closing Documents will constitute the legal, valid, and binding obligations of Buyer, enforceable against Buyer in accordance with their respective terms. Buyer has the power absolute and unrestricted right, power, and authority to execute and deliver this Agreement and the Transaction Buyer's Closing Documents and to perform its obligations under this Agreement and the Transaction Buyer's Closing Documents, and such action has been duly authorized by all necessary corporate action. (b) Neither Except as set forth in Schedule 3.2, neither the execution and delivery of this Agreement by Buyer nor the consummation or performance of any of the Contemplated Transactions by Buyer will give any Person the right to prevent, delay delay, or otherwise interfere with any of the Contemplated Transactions pursuant to: : (i) any Any provision of Buyer’s Governing 's Organizational Documents; ; (ii) any Any resolution adopted by the board of directors or the equity holders stockholders of Buyer; ; (iii) any Applicable Law Any Legal Requirement or Order to which Buyer may be subject; or or (iv) any Any Contract to which Buyer is a party or by which Buyer may be bound. Except as set forth in Schedule 3.2, Buyer is not and will not be required to obtain any consent 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. (c) The execution and delivery by Buyer of this Agreement, and the performance of its obligations hereunder does not require a registration, filing, application, notice, consent, approval, order, qualification, authorization, designation, declaration or waiver with, to or from any Governmental Authority.

Authority; No Conflict. (a) Upon a. This Agreement constitutes, and the execution and delivery documents to be executed by Buyer at Closing pursuant to Section 1.8(b) of this Agreement (collectively, the Transaction "Buyer Closing Documents, each of the Transaction Documents (assuming the due execution and delivery of the Transaction Documents by Seller") will constitute constitute, the legal, valid and binding obligation of Buyer, enforceable against Buyer in accordance with its their respective terms, except as such enforceability may be limited by applicable bankruptcy and insolvency laws, the rights of creditors generally and general principles of equity. Buyer has the right, power and authority to execute and deliver this Agreement and the Transaction Buyer Closing Documents and to perform its obligations under this Agreement and the Transaction Buyer Closing Documents, and such action has been duly authorized by all necessary corporate actionaction by Buyer. (b) b. Neither the execution and delivery of this Agreement or any Buyer Closing Document by Buyer nor the consummation or performance of any of the Contemplated Transactions transactions contemplated hereby or thereby by Buyer will give any Person the right to prevent, delay or otherwise interfere with any of the Contemplated Transactions transactions contemplated by this Agreement pursuant to: to (i) any provision of Buyer’s Governing Documentsorganizational documents; (ii) any resolution adopted by the board Legal Requirement, or any Order of directors any Governmental Authority, to which Buyer or the equity holders of Buyerits assets are subject; or (iii) any Applicable Law material contract or Order to which Buyer may be subject; or (iv) any Contract agreement to which Buyer is a party or by which Buyer may be is bound. . c. Neither Buyer is not and nor any of its respective Affiliates will not be required to obtain any consent or approval from any Governmental Authority or other Person in connection with the execution and delivery of this Agreement by Buyer or the consummation or performance of any of the Contemplated Transactions. (c) The execution and delivery transactions contemplated by Buyer of this Agreement, and the performance of its obligations hereunder does not require a registration, filing, application, notice, consent, approval, order, qualification, authorization, designation, declaration or waiver with, to or from any Governmental Authority.

Authority; No Conflict. (a) Upon the execution All corporate acts and delivery other proceedings required to be taken by Buyer to authorize the execution, delivery and performance of the Transaction Documents, each of the Transaction Documents (assuming the due execution Contemplated Transactions have been duly and delivery of the Transaction Documents properly taken. This Agreement has been duly executed and delivered by Seller) will constitute Buyer. This Agreement constitutes the legal, valid and binding obligation of Buyer, enforceable against Buyer in accordance with its terms. Upon the execution and delivery by Buyer of the Escrow Agreement and the other documents to be executed and delivered by Buyer at Closing (collectively, the "Buyer's Closing Documents"), the Buyer's Closing Documents will constitute the legal, valid, and binding obligations of Buyer, enforceable against Buyer in accordance with their respective terms. Buyer has the power and authority to execute and deliver this Agreement and the Transaction Buyer's Closing Documents and to perform its obligations under this Agreement and the Transaction Buyer's Closing Documents, and such action has been duly authorized by all necessary corporate action. (b) Neither the execution and delivery of this Agreement by Buyer nor the consummation or performance of any of the Contemplated Transactions by Buyer will (with or without notice or lapse of time) give any Person the right to prevent, delay delay, or otherwise interfere with any of the Contemplated Transactions pursuant to, or contravene, conflict with, or result in a violation of: 43 39 (i) any provision of Buyer’s Governing 's Organizational Documents; ; (ii) any resolution adopted by the board of directors or the equity holders stockholders of Buyer; ; (iii) any Applicable Law Legal Requirement or Order to which Buyer may be subject; or or (iv) any Contract to which Buyer is a party or by which Buyer may be bound. Except as required by the HSR Act, Buyer is not and will not be required to obtain any consent 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. (c) The execution and delivery by Buyer of this Agreement, and the performance of its obligations hereunder does not require a registration, filing, application, notice, consent, approval, order, qualification, authorization, designation, declaration or waiver with, to or from any Governmental Authority.

Authority; No Conflict. (a) This Agreement constitutes the legal, valid and binding obligation of Buyer, enforceable against Buyer in accordance with its terms. Upon the execution and delivery by Buyer of each other agreement to be executed or delivered by Buyer at Closing (collectively, the Transaction "Buyer's Closing Documents"), each of the Transaction Buyer's Closing Documents (assuming the due execution and delivery of the Transaction Documents by Seller) will constitute the legal, valid and binding obligation of Buyer, enforceable against Buyer in accordance with its respective terms. Buyer has the absolute and unrestricted right, power and authority to execute and deliver this Agreement and the Transaction Buyer's Closing Documents and to perform its obligations under this Agreement and the Transaction Buyer's Closing Documents, and such action has been duly authorized by all necessary corporate action. (b) Neither the execution and delivery of this Agreement by Buyer nor the consummation or performance of any of the Contemplated Transactions by Buyer will give any Person the right to prevent, delay or otherwise interfere with any of the Contemplated Transactions pursuant to: : (i) any provision of Buyer’s 's Governing Documents; ; (ii) any resolution adopted by the board of directors members or the equity holders manager of Buyer; ; (iii) any Applicable Law Legal Requirement or Order to which Buyer may be subject; or or (iv) any Contract to which Buyer is a party or by which Buyer may be bound. Buyer is not and will not be required to obtain any consent 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. (c) The execution and delivery by Buyer of this Agreement, and the performance of its obligations hereunder does not require a registration, filing, application, notice, consent, approval, order, qualification, authorization, designation, declaration or waiver with, to or from any Governmental Authority.

Authority; No Conflict. (a) This Agreement constitutes the legal, valid and binding obligation of each Buyer, enforceable against each Buyer in accordance with its terms. Upon the execution and delivery by each Buyer of the Transaction Assignment and Assumption Agreement, the Escrow Agreement, the Employment Agreements, and each other agreement, document and instrument to be executed or delivered by Buyer at Closing (collectively, the “Buyers’ Closing Documents”), each of the Transaction Buyers’ Closing Documents (assuming the due execution and delivery of the Transaction Documents by Seller) will constitute the legal, valid and binding obligation obligation, respectively, of each Buyer, enforceable against each Buyer in accordance with its respective terms. Each Buyer has the absolute and unrestricted, right, power and authority to execute and deliver this Agreement and the Transaction Buyers’ Closing Documents and to perform its respective obligations under this Agreement and the Transaction Buyers’ Closing Documents, and such action has been duly authorized by all necessary corporate action. (b) Neither the execution and delivery of this Agreement Agreement, any of Buyers’ Closing Documents, by either Buyer nor the consummation or performance of any of the Contemplated Transactions by either Buyer will give any Person the right to prevent, delay or otherwise interfere with any of the Contemplated Transactions pursuant to: : (i) any provision of either Buyer’s Governing Documents; ; (ii) any resolution adopted by the board of directors or the equity holders shareholders of either Buyer; or (iii) any Applicable Law Legal Requirement or Order to which either Buyer may be subject; or (iv) any Contract to which Buyer is a party or by which Buyer may be bound. Buyer is not and will not be required to 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. (c) The execution and delivery by Buyer of this Agreement, and the performance of its obligations hereunder does not require a registration, filing, application, notice, consent, approval, order, qualification, authorization, designation, declaration or waiver with, to or from any Governmental Authority.;

Authority; No Conflict. (a) This Agreement constitutes the legal, valid and binding obligation of Buyer, enforceable against Buyer in accordance with its terms. Upon the execution and delivery by Buyer of the Transaction Assignment and Assumption Agreement, the Remediation Contracts, the Lease and Option Agreement, and each other agreement to be executed or delivered by Buyer at Closing (collectively, the “Buyer’s Closing Documents”), each of the Transaction Buyer’s Closing Documents (assuming the due execution and delivery of the Transaction Documents by Seller) will constitute the legal, valid and binding obligation of Buyer, enforceable against Buyer in accordance with its respective terms. Buyer has the absolute and unrestricted right, power and authority to execute and deliver this Agreement and the Transaction Buyer’s Closing Documents and to perform its obligations under this Agreement and the Transaction Buyer’s Closing Documents, and such action has been duly authorized by all necessary corporate action. (b) Neither the execution and delivery of this Agreement by Buyer nor the consummation or performance of any of the Contemplated Transactions by Buyer Xxxxx will give any Person the right to prevent, delay or otherwise interfere with any of the Contemplated Transactions pursuant to: : (i) any provision of Buyer’s Governing Documents; ; (ii) any resolution adopted by the board of directors or the equity holders of Buyer; ; (iii) any Applicable Law Legal Requirement or Order to which Buyer may be subject; or bound. (iv) any Contract to which Buyer is a party or by which Buyer may be bound. Except a Consent that may be required from the TSX Venture Exchange, Buyer is not and will not be required to obtain any consent 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. (c) The execution and delivery by Buyer of this Agreement, and the performance of its obligations hereunder does not require a registration, filing, application, notice, consent, approval, order, qualification, authorization, designation, declaration or waiver with, to or from any Governmental Authority.

Authority; No Conflict. (a) This Agreement constitutes the legal, valid and binding obligation of Buyer, enforceable against Buyer in accordance with its terms. Upon the execution and delivery by Buyer of the Transaction Assignment and Assumption Agreement, the Employment Agreements, the Warrant and each other agreement to be executed or delivered by Buyer at Closing (collectively, the “Buyer’s Closing Documents”) , each of the Transaction Buyer’s Closing Documents (assuming the due execution and delivery of the Transaction Documents by Seller) will constitute the legal, valid and binding obligation of Buyer, enforceable against Buyer in accordance with its respective terms. Buyer has the absolute and unrestricted right, power and authority to execute and deliver this Agreement and the Transaction Buyer’s Closing Documents and to perform its obligations under this Agreement and the Transaction Buyer’s Closing Documents, and such action has been duly authorized by all necessary corporate action. (b) Neither the execution and delivery of this Agreement by Buyer nor the consummation or performance of any of the Contemplated Transactions by Buyer will give any Person the right to prevent, delay or otherwise interfere with any of the Contemplated Transactions pursuant to: : (i) any provision of Buyer’s Governing Documents; ; (ii) any resolution adopted by the board of directors or the equity holders shareholders of Buyer; ; (iii) any Applicable Law Legal Requirement or Order to which Buyer may be subject; or or (iv) any Contract to which Buyer is a party or by which Buyer may be bound. Buyer is not and will not be required to obtain any consent 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. (c) The execution and delivery by Buyer of this Agreement, and the performance of its obligations hereunder does not require a registration, filing, application, notice, consent, approval, order, qualification, authorization, designation, declaration or waiver with, to or from any Governmental Authority.

Authority; No Conflict. (a) Upon the execution and delivery by Buyer of the Transaction Documents, each of the Transaction Documents (assuming the due execution and delivery of the Transaction Documents by Seller) will constitute This Agreement constitutes the legal, valid valid, and binding obligation of Buyer, enforceable against Buyer in accordance with its terms. Upon the execution and delivery by Buyer of the Employment Agreement, the Promissory Note, the Option Agreement, the Security Agreement, the Non-Competition Agreement, the Subordination Agreement and the Shareholder Agreement (collectively, the "Buyer's Closing Documents"), the Buyer's Closing Documents will constitute the legal, valid, and binding obligations of Buyer, enforceable against Buyer in accordance with their respective terms. Buyer has the power absolute and unrestricted right, power, and authority to execute and deliver this Agreement and the Transaction Buyer's Closing Documents and to perform its obligations under this Agreement and the Transaction Buyer's Closing Documents, and such action has been duly authorized by all necessary corporate action. (b) Neither the execution and delivery of this Agreement by Buyer nor the consummation or performance of any of the Contemplated Transactions by Buyer will give any Person the right to prevent, delay delay, or otherwise interfere with any of the Contemplated Transactions pursuant to: : (i) any provision of Buyer’s Governing 's Organizational Documents; ; (ii) any resolution adopted by the board of directors or the equity holders stockholders of Buyer; ; (iii) any Applicable Law Legal Requirement or Order to which Buyer may be subject; or or (iv) any Contract to which Buyer is a party or by which Buyer may be bound. Buyer is not and will not be required to obtain any consent 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. (c) The execution and delivery by Buyer of this Agreement, and the performance of its obligations hereunder does not require a registration, filing, application, notice, consent, approval, order, qualification, authorization, designation, declaration or waiver with, to or from any Governmental Authority.

Authority; No Conflict. (a) Upon the execution and delivery by Buyer of the Transaction Documents, each of the Transaction Documents (assuming the due execution and delivery of the Transaction Documents by Seller) will constitute This Agreement constitutes the legal, valid valid, and binding obligation of Buyer, enforceable against Buyer in accordance with its terms. Upon the execution and delivery by Buyer of the Noncompetition Agreement and all other documents or agreements executed by Buyer in connection herewith, (collectively, the “Buyer’s Closing Documents”), the Buyer’s Closing Documents will constitute the legal, valid, and binding obligations of Buyer, enforceable against Buyer in accordance with their respective terms. Buyer has the power absolute and authority unrestricted right, power, authority, and capacity to execute and deliver this Agreement and the Transaction Buyer’s Closing Documents and to perform its obligations under this Agreement and the Transaction Buyer’s Closing Documents, and such action has been duly authorized by all necessary corporate action. (b) Neither Except as set forth in Schedule 4.2, neither the execution and delivery of this Agreement by Buyer nor the consummation or performance of any of the Contemplated Transactions by Buyer will give any Person the right to prevent, delay delay, or otherwise interfere with any of the Contemplated Transactions pursuant to: (i) any provision of Buyer’s Governing 's Organizational Documents; (ii) any resolution adopted by the board Board of directors Directors or the equity holders shareholders of Buyer; (iii) any Applicable Law Legal Requirement or Order to which Buyer may be subject; or (iv) any Contract to which Buyer is a party or by which Buyer may be bound. Except as set forth in Schedule 4.2, Buyer is not and not, nor will not be it be, required to obtain any consent Consent from any third-party Person in connection with the execution and delivery of this Agreement or the consummation or performance of any of the Contemplated Transactions. (c) The execution and delivery by Buyer of this Agreement, and the performance of its obligations hereunder does not require a registration, filing, application, notice, consent, approval, order, qualification, authorization, designation, declaration or waiver with, to or from any Governmental Authority.

Authority; No Conflict. (a) Upon the execution and delivery by Buyer of the Transaction Documents, each of the Transaction Documents (assuming the due execution and delivery of the Transaction Documents by Seller) will constitute This Agreement constitutes the legal, valid valid, and binding obligation of Buyer, enforceable against Buyer in accordance with its terms. Upon the execution and delivery by Buyer of the Post-Closing Escrow Agreement and any other documents executed and delivered by Buyer at Closing (collectively, the "Buyer's Closing Documents"), the Buyer's Closing Documents will constitute the legal, valid, and binding obligations of Buyer, enforceable against Buyer in accordance with their respective terms. Buyer has the power absolute and unrestricted right, power, and authority to execute and deliver this Agreement and the Transaction Buyer's Closing Documents and to perform its obligations under this Agreement and the Transaction Buyer's Closing Documents, and such action has been duly authorized by all necessary corporate action. (b) Neither the execution and delivery of this Agreement by Buyer nor the consummation or performance of any of the Contemplated Transactions by Buyer will give any Person the right to prevent, delay delay, or otherwise interfere with any of the Contemplated Transactions pursuant to: : (i) any provision of Buyer’s Governing 's Organizational Documents; ; (ii) any resolution adopted by the board of directors or the equity holders stockholders of Buyer; ; (iii) any Applicable Law Legal Requirement or Order to which Buyer may be subject; or or (iv) any Contract to which Buyer is a party or by which Buyer may be bound. Buyer is not and will not be required to obtain any consent 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. (c) The execution and delivery by Buyer of this Agreement, and the performance of its obligations hereunder does not require a registration, filing, application, notice, consent, approval, order, qualification, authorization, designation, declaration or waiver with, to or from any Governmental Authority.

Authority; No Conflict. (a) Upon the execution and delivery This Agreement together with all other documents referenced herein to be executed by Buyer of the Transaction DocumentsBuyer, each of the Transaction Documents (assuming the due execution and delivery of the Transaction Documents by Seller) will constitute constitutes the legal, valid valid, and binding obligation of Buyer, enforceable against Buyer in accordance with its terms. Upon the execution and delivery by Buyer of the Employment Agreement, and the Promissory Note (collectively, the "Buyer's Closing Documents"), the Buyer's Closing Documents will constitute the legal, valid, and binding obligations of Buyer, enforceable against Buyer in accordance with their respective terms. Buyer has the power absolute and unrestricted right, power, and authority to execute and deliver this Agreement and the Transaction Buyer's Closing Documents (and any related documents in connection with this transaction) and to fully perform its obligations under this Agreement and the Transaction Buyer's Closing Documents, and such action has been duly authorized by all necessary corporate action. (b) Neither Except as set forth in Schedule 4.2, neither the execution and delivery of this Agreement by Buyer Buyer, nor the consummation or performance of any of the Contemplated Transactions by Buyer Buyer, will give any Person the right to prevent, delay delay, or otherwise interfere with any of the Contemplated Transactions pursuant to: : (i) any provision of Buyer’s Governing 's Organizational Documents; ; (ii) any resolution adopted by the board of directors or the equity holders stockholders of Buyer; ; (iii) any Applicable Law Legal Requirement or Order to which Buyer may be subject; or ; (iv) any Contract Contract, loan agreement or credit facility to which Buyer is a party or by which Buyer may be bound. ; or (v) any material restriction of any kind or nature to which Buyer is subject; Except as set forth in Schedule 4.2, Buyer is not and will not be required to obtain any consent 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. (c) The execution and delivery by Buyer of this Agreement, and the performance of its obligations hereunder does not require a registration, filing, application, notice, consent, approval, order, qualification, authorization, designation, declaration or waiver with, to or from any Governmental Authority.

Authority; No Conflict. (a) This Agreement constitutes the legal, valid and binding obligation of Buyer, enforceable against Buyer in accordance with its terms. Upon the execution and delivery by Buyer of the Transaction Assignment and Assumption Agreements, the Escrow Agreement and each other agreement to be executed or delivered by Buyer at Closing (collectively, the “Buyer’s Closing Documents”), each of the Transaction Buyer’s Closing Documents (assuming the due execution and delivery of the Transaction Documents by Seller) will constitute the legal, valid and binding obligation of Buyer, enforceable against Buyer in accordance with its respective terms. Buyer has the corporate power and authority to execute and deliver this Agreement and the Transaction Buyer’s Closing Documents and to perform its obligations under this Agreement and the Transaction Buyer’s Closing Documents, and such action has been duly authorized by all necessary corporate action. (b) Neither the execution and delivery of this Agreement by Buyer nor the consummation or performance of any of the Contemplated Transactions by Buyer will give any Person the right to prevent, delay or otherwise interfere with any of the Contemplated Transactions pursuant to: : (i) any provision of Buyer’s Governing Documents; ; (ii) any resolution adopted by the board of directors or the equity holders shareholders of Buyer; ; (iii) any Applicable Law Legal Requirement or Order to which Buyer may be subject; or or (iv) any Contract to which Buyer is a party or by which Buyer may be bound. . (c) Except as set forth in Part 4.2(c), Buyer is not and will not be required to obtain any consent 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. (c) The execution and delivery by Buyer of this Agreement, and the performance of its obligations hereunder does not require a registration, filing, application, notice, consent, approval, order, qualification, authorization, designation, declaration or waiver with, to or from any Governmental Authority.

Authority; No Conflict. (a) Upon This Agreement, and the execution and delivery related documents delivered by Buyer of at the Transaction DocumentsClosing, each of the Transaction Documents (assuming the due execution and delivery of the Transaction Documents by Seller) will constitute the legal, valid and binding obligation of Buyer, enforceable against Buyer in accordance with its respective their terms. Buyer has the absolute and unrestricted right, power and authority to execute and deliver this Agreement and the Transaction Documents related documents delivered by Buyer at the Closing and to perform its obligations under the Transaction Documentssuch Agreement and related documents, and such action has been duly authorized by all necessary corporate action. (b) Neither the execution and delivery of this Agreement by Buyer nor the consummation or performance of any of the Contemplated Transactions transactions contemplated herein by Buyer will give any Person person or entity the right to prevent, delay or otherwise interfere with any of the Contemplated Transactions transactions contemplated herein pursuant to: : (i) any provision of Buyer’s Governing Documents; 's governing documents; (ii) any resolution adopted by the board of directors or the equity holders shareholders of Buyer; ; (iii) any Applicable Law legal requirement or Order order to which Buyer may be subject; or or (iv) any Contract to which Buyer is a party or by which Buyer may be bound. . (c) Buyer is not and will not be required to obtain any consent from any Person person or entity in connection with the execution and delivery of this Agreement or the consummation or performance of any of the Contemplated Transactionstransactions contemplated herein. (c) The execution and delivery by Buyer of this Agreement, and the performance of its obligations hereunder does not require a registration, filing, application, notice, consent, approval, order, qualification, authorization, designation, declaration or waiver with, to or from any Governmental Authority.

Authority; No Conflict. (a) This Agreement constitutes the legal, valid and binding obligation of Buyer, enforceable against Buyer in accordance with its terms. Upon the execution and delivery by Buyer of the Transaction Assignment and Assumption Agreement, the Escrow Agreement and the Employment Agreements, and each other agreement to be executed or delivered by Buyer at Closing (collectively, the “Buyer’s Closing Documents”), each of the Transaction Buyer’s Closing Documents (assuming the due execution and delivery of the Transaction Documents by Seller) will constitute the legal, valid and binding obligation of Buyer, enforceable against Buyer in accordance with its respective terms. Buyer has the absolute and unrestricted right, power and authority to execute and deliver this Agreement and the Transaction Buyer’s Closing Documents and to perform its obligations under this Agreement and the Transaction Buyer’s Closing Documents, and such action has been duly authorized by all necessary corporate action. (b) Neither the execution and delivery of this Agreement by Buyer nor the consummation or performance of any of the Contemplated Transactions by Buyer will give any Person the right to prevent, delay or otherwise interfere with any of the Contemplated Transactions pursuant to: : (i) any provision of Buyer’s Governing Documents; ; (ii) any resolution adopted by the board of directors or the equity holders shareholders of Buyer; ; (iii) any Applicable Law Legal Requirement or Order to which Buyer may be subject; or or (iv) any Contract to which Buyer is a party or by which Buyer may be bound. Buyer is not and will not be required to obtain any consent 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. (c) The execution and delivery by Buyer of this Agreement, and the performance of its obligations hereunder does not require a registration, filing, application, notice, consent, approval, order, qualification, authorization, designation, declaration or waiver with, to or from any Governmental Authority.

Authority; No Conflict. (a) Upon the execution and delivery by Buyer of the Transaction Documents, each of the Transaction Documents (assuming the due execution and delivery of the Transaction Documents by Seller) will constitute This Agreement constitutes the legal, valid valid, and binding obligation of Buyer, enforceable against Buyer in accordance with its terms. Upon the execution and delivery by Buyer of the Closing Documents to which Buyer is a party, such Closing Documents will constitute the legal, valid, and binding obligations of Buyer, enforceable against Buyer in accordance with their respective terms. Buyer has the corporate right, power and authority to execute and deliver this Agreement and the Transaction Closing Documents and to perform its obligations under this Agreement and the Transaction DocumentsClosing Documents to which Buyer is a party. The execution, delivery and such action has performance of this Agreement have been duly specifically authorized by all necessary corporate actionthe Board of Directors of Buyer. (b) Neither the execution and delivery of this Agreement by Buyer nor the consummation or performance of any of the Contemplated Transactions by Buyer will (1) give any Person the right to prevent, delay delay, or otherwise interfere with any of the Contemplated Transactions pursuant toto or (2) conflict with, violate or constitute a breach or default under: (iw) any provision of Buyer’s Governing 's Organizational Documents; (iix) any resolution adopted by the board of directors or the equity holders stockholders of Buyer; (iiiy) any Applicable Law Legal Requirement or Order to which Buyer may be subject; or (ivz) any material Contract to which Buyer is a party or by which Buyer may be bound. Buyer is not and will not be required to obtain any consent 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. (c) The execution and delivery by Buyer of this Agreement, and the performance of its obligations hereunder does not require a registration, filing, application, notice, consent, approval, order, qualification, authorization, designation, declaration or waiver with, to or from any Governmental Authority.

Authority; No Conflict. (a) a. This Agreement constitutes the legal, valid and binding obligation of Buyer, enforceable against Buyer in accordance with its terms. Upon the execution and delivery by Buyer of the Transaction Assignment and Assumption Agreement, the Consulting Agreement, the Secured Subordinated Promissory Note, the Security Agreement, the Lease and each other agreement to be executed or delivered by Buyer at Closing (collectively, the “Buyer’s Closing Documents”), each of the Transaction Buyer’s Closing Documents (assuming the due execution and delivery of the Transaction Documents by Seller) will constitute the legal, valid and binding obligation of Buyer, enforceable against Buyer in accordance with its respective terms. Buyer has the absolute and unrestricted right, power and authority to execute and deliver this Agreement and the Transaction Buyer’s Closing Documents and to perform its obligations under this Agreement and the Transaction Buyer’s Closing Documents, and such action has been duly authorized by all necessary corporate action. (b) b. Neither the execution and delivery of this Agreement by Buyer nor the consummation or performance of any of the Contemplated Transactions by Buyer will give any Person the right to prevent, delay or otherwise interfere with any of the Contemplated Transactions pursuant to: : (i) any provision of Buyer’s Governing Documents; ; (ii) any resolution adopted by the board of directors or the equity holders Shareholder of Buyer; ; (iii) any Applicable Law Legal Requirement or Order to which Buyer may be subject; or or (iv) any Contract to which Buyer is a party or by which Buyer may be bound. Buyer is not and will not be required to obtain any consent 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. (c) The execution and delivery by Buyer of this Agreement, and the performance of its obligations hereunder does not require a registration, filing, application, notice, consent, approval, order, qualification, authorization, designation, declaration or waiver with, to or from any Governmental Authority.

Authority; No Conflict. (a) Upon the execution and delivery by Buyer of the Transaction Documents, each of the Transaction Documents (assuming the due execution and delivery of the Transaction Documents by Seller) will constitute This Agreement constitutes the legal, valid valid, and binding obligation of Buyer, enforceable against Buyer 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. Upon the execution and delivery by Buyer of the Employment Agreements and the Warrants (collectively, the "Buyer's Closing Documents"), the Buyer's Closing Documents will constitute the legal, valid, and binding obligations of Buyer, enforceable against Buyer in accordance with their respective terms. Buyer has the power absolute and unrestricted right, power, and authority to execute and deliver this Agreement and the Transaction Buyer's Closing Documents and to perform its obligations under this Agreement and the Transaction Buyer's Closing Documents, and such action has been duly authorized by all necessary corporate action. (b) Neither Except as set forth in Section 5.2 of the Buyer's Schedule, neither the execution and delivery of this Agreement by Buyer nor the consummation or performance of any of the Contemplated Transactions by Buyer will give any Person the right to prevent, delay delay, or otherwise interfere with any of the Contemplated Transactions pursuant to: : (i) any provision of Buyer’s Governing 's Organizational Documents; ; (ii) any resolution adopted by the board of directors or the equity holders stockholders of Buyer; ; (iii) any Applicable Law Legal Requirement or Order to which Buyer may be subject; or or (iv) any Contract to which Buyer is a party or by which Buyer may be bound. Except as set forth in Section 5.2 of the Buyer's Schedule, Buyer is not and will not be required to obtain any consent 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. (c) The execution and delivery by Buyer of this Agreement, and the performance of its obligations hereunder does not require a registration, filing, application, notice, consent, approval, order, qualification, authorization, designation, declaration or waiver with, to or from any Governmental Authority.

Authority; No Conflict. (a) Upon the execution and delivery by Buyer of the Transaction Documents, each of the Transaction Documents (assuming the due execution and delivery of the Transaction Documents by Seller) will constitute This Agreement constitutes the legal, valid valid, and binding obligation of Buyer, enforceable against Buyer in accordance with its terms. Upon the execution and delivery by Buyer of the Employment Agreement (the "Buyer's Closing Documents"), the Buyer's Closing Documents will constitute the legal, valid, and binding obligations of Buyer, enforceable against Buyer in accordance with their respective terms. Buyer has the power absolute and unrestricted right, power, and authority to execute and deliver this Agreement and the Transaction Buyer's Closing Documents and to perform its obligations under this Agreement and the Transaction Buyer's Closing Documents, and such action has been duly authorized by all necessary corporate action. (b) Neither Except as set forth in Schedule 4.2, neither the execution and delivery of this Agreement by Buyer nor the consummation or performance of any of the Contemplated Transactions by Buyer will give any Person the right to prevent, delay delay, or otherwise interfere with any of the Contemplated Transactions pursuant to: : (i) any provision of Buyer’s Governing 's Organizational Documents; ; (ii) any resolution adopted by the board of directors or the equity holders stockholders of Buyer; ; (iii) any Applicable Law Legal Requirement or Order to which Buyer may be subject; or or (iv) any Contract to which Buyer is a party or by which Buyer may be bound. Except as set forth in Schedule 4.2, Buyer is not and will not be required to obtain any consent Consent from any Person in connection with the execution and delivery of this Agreement Agreement, the issuance of the shares of Common Stock or the consummation or performance of any of the Contemplated Transactions. (c) The execution and delivery by Buyer of this Agreement, and the performance of its obligations hereunder does not require a registration, filing, application, notice, consent, approval, order, qualification, authorization, designation, declaration or waiver with, to or from any Governmental Authority.

Authority; No Conflict. (a) Upon the execution and delivery by Buyer of the Transaction Documents, each of the Transaction Documents (assuming the due execution and delivery of the Transaction Documents by Seller) will constitute This Agreement constitutes the legal, valid valid, and binding obligation of Buyer, enforceable against Buyer in accordance with its terms. Upon the execution and delivery by Buyer of the Employment Agreement, the Promissory Note, the Option Agreement, the Security Agreement, the Non-Competition Agreement, the Subordination Agreement and the Shareholder Agreement (collectively, the "Buyer's Closing Documents"), the Buyer's Closing Documents will constitute the legal, valid, and binding obligations of Buyer, enforceable against Buyer in accordance with their respective terms. Buyer has the power absolute and unrestricted right, power, and authority to execute and deliver this Agreement and the Transaction Buyer's Closing Documents and to perform its obligations under this Agreement and the Transaction Buyer's Closing Documents, and such action has been duly authorized by all necessary corporate action. (b) . Neither the execution and delivery of this Agreement by Buyer nor the consummation or performance of any of the Contemplated Transactions by Buyer will give any Person the right to prevent, delay delay, or otherwise interfere with any of the Contemplated Transactions pursuant to: (i) any provision of Buyer’s Governing 's Organizational Documents; (ii) any resolution adopted by the board of directors or the equity holders stockholders of Buyer; (iii) any Applicable Law Legal Requirement or Order to which Buyer may be subject; or (iv) any Contract to which Buyer is a party or by which Buyer may be bound. Buyer is not and will not be required to obtain any consent 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. (c) The execution and delivery by Buyer of this Agreement, and the performance of its obligations hereunder does not require a registration, filing, application, notice, consent, approval, order, qualification, authorization, designation, declaration or waiver with, to or from any Governmental Authority.

Authority; No Conflict. (a) This Agreement constitutes the legal, valid, and binding obligation of Buyer, enforceable against it in accordance with its terms. Upon the execution and delivery by Buyer of this Agreement and all documents to be delivered herewith (collectively, the Transaction "Buyer's Closing Documents"), each of the Transaction Buyer's Closing Documents (assuming the due execution and delivery of the Transaction Documents by Seller) will constitute the legal, valid valid, and binding obligation obligations of Buyer, enforceable against Buyer it in accordance with its their respective terms. Buyer has the power absolute and unrestricted right, power, and authority to execute and deliver this Agreement and the Transaction Buyer's Closing Documents and to perform its obligations under this Agreement and the Transaction Buyer's Closing Documents, and such action has been duly authorized by all necessary corporate action. (b) Neither the execution and delivery of this Agreement by Buyer nor the consummation or performance of any of the Contemplated Transactions by Buyer transactions contemplated herein will give any Person the right to prevent, delay delay, or otherwise interfere with any of the Contemplated Transactions transactions contemplated herein pursuant to: : (i) any provision of Buyer’s Governing 's Organizational Documents; ; (ii) any resolution adopted by the board of directors or the equity holders stockholders of Buyer; ; (iii) any Applicable Law Legal Requirement or Order to which Buyer may be subject; or or (iv) any Contract to which Buyer is a party or by which Buyer they may be bound. The consummation of the transactions contemplated by this Agreement and the execution and delivery of this Agreement and Buyer's Closing Documents have been duly and validly authorized by all necessary corporate action on the part of Buyer. Buyer is not and will not be required to obtain any consent Consent from any Person in connection with the execution and delivery of this Agreement or the consummation or performance of any of the Contemplated Transactionscontemplated transactions. (c) The execution and delivery by Buyer of this Agreement, and the performance of its obligations hereunder does not require a registration, filing, application, notice, consent, approval, order, qualification, authorization, designation, declaration or waiver with, to or from any Governmental Authority.

Authority; No Conflict. (a) Upon the execution and delivery by Buyer of the Transaction Documents, each of the Transaction Documents (assuming the due execution and delivery of the Transaction Documents by Seller) will constitute This Agreement constitutes the legal, valid valid, and binding obligation of Buyer, enforceable against Buyer in accordance with its respective terms. Upon the execution and delivery by Buyer of the Overriding Royalties, it will constitute the legal, valid, and binding obligation of Buyer, enforceable against Buyer in accordance with their terms. Buyer has the power unrestricted right, power, and authority to execute and deliver this Agreement and the Transaction Documents Overriding Royalties, as the case may be, and to perform its obligations under this Agreement and the Transaction Documents, and such action has been duly authorized by all necessary corporate actionOverriding Royalties. (b) Neither the execution and delivery of this Agreement by Buyer nor the consummation or performance of any of the Contemplated Transactions transactions contemplated hereunder by Buyer will give any Person the right to prevent, delay delay, or otherwise interfere with any of the Contemplated Transactions transactions contemplated hereunder pursuant to: : (i) any provision of Buyer’s Governing Organizational Documents; ; (ii) any resolution adopted by the board of directors or the equity holders stockholders of Buyer; ; (iii) any Applicable Law Legal Requirement or Order to which Buyer may be subject; or or (iv) any Contract to which Buyer is a party or by which Buyer may be bound. . (c) Buyer is not and will not be required to obtain any consent Consent from any Person in connection with the execution and delivery of this Agreement or the consummation or performance of any of the Contemplated Transactionstransactions contemplated hereunder except the Consents listed on Exhibit 7.3(c). (c) The execution and delivery by Buyer of this Agreement, and the performance of its obligations hereunder does not require a registration, filing, application, notice, consent, approval, order, qualification, authorization, designation, declaration or waiver with, to or from any Governmental Authority.

Authority; No Conflict. (a) Upon the execution and delivery by Buyer of the Transaction Documents, each of the Transaction Documents (assuming the due execution and delivery of the Transaction Documents by Seller) will constitute This Agreement constitutes the legal, valid valid, and binding obligation of Buyer, enforceable against Buyer in accordance with its terms. Upon the execution and delivery by Buyer of the Escrow Agreement and the Employment Agreements(collectively, the “Buyer’s Closing Documents”), the Buyer’s Closing Documents will constitute the legal, valid, and binding obligations of Buyer, enforceable against Buyer in accordance with their respective terms. Buyer has the power absolute and unrestricted right, power, and authority to execute and deliver this Agreement and the Transaction Buyer’s Closing Documents and to perform its obligations under this Agreement and the Transaction Buyer’s Closing Documents, and such action has been duly authorized by all necessary corporate action. (b) Neither Except as set forth in Schedule 4.2, neither the execution and delivery of this Agreement by Buyer nor the consummation or performance of any of the Contemplated Transactions by Buyer will give any Person the right to prevent, delay delay, or otherwise interfere with any of the Contemplated Transactions pursuant to: : (i) any provision of Buyer’s Governing Organizational Documents; ; (ii) any resolution adopted by the board Board of directors Directors or the equity holders stockholders of Buyer; ; (iii) any Applicable Law Legal Requirement or Order to which Buyer may be subject; or or (iv) any Contract contract to which Buyer is a party or by which Buyer may be bound. Except as set forth in Schedule 4.2, Buyer is not and will not be required to obtain any consent 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. (c) The execution and delivery by Buyer of this Agreement, and the performance of its obligations hereunder does not require a registration, filing, application, notice, consent, approval, order, qualification, authorization, designation, declaration or waiver with, to or from any Governmental Authority.

Authority; No Conflict. (a) Upon This Agreement and the execution and delivery by Buyer of the Transaction Documents, each of the Transaction other Buyer's Closing Documents (assuming the due execution and delivery of the Transaction Documents by Seller) will constitute the legal, valid valid, and binding obligation obligations of Buyer, enforceable against Buyer in accordance with its their respective terms. Buyer has the power right, power, and authority to execute and deliver this Agreement and the Transaction other Buyer's Closing Documents and to perform its obligations under this Agreement and the Transaction other Buyer's Closing Documents, and such action has been duly authorized by all necessary corporate action. (b) Neither the execution and delivery of this Agreement by Buyer nor the consummation or performance of any of the Contemplated Transactions by Buyer will give any Person the right to prevent, delay delay, or otherwise interfere with any of the Contemplated Transactions pursuant to: : (i) any provision of Buyer’s Governing 's Organizational Documents; ; (ii) any resolution adopted by the board of directors or the equity holders stockholders of Buyer; ; (iii) any Applicable Law Legal Requirement or Order to which Buyer may be subject; or or (iv) any Contract to which Buyer is a party or by which Buyer may be bound. Buyer is not and will not be required to obtain any consent 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. (c) The execution and delivery by Buyer of this Agreement. COURIER/BOOK-MART PRESS, and the performance of its obligations hereunder does not require a registration, filing, application, notice, consent, approval, order, qualification, authorization, designation, declaration or waiver with, to or from any Governmental Authority.INC. STOCK PURCHASE AGREEMENT

Authority; No Conflict. (a) Upon the execution and delivery by Buyer of the Transaction Documents, each of the Transaction Documents (assuming the due execution and delivery of the Transaction Documents by Seller) will constitute This Agreement constitutes the legal, valid valid, and binding obligation of Buyer, enforceable against Buyer in accordance with its terms. Upon the execution and delivery by Buyer of the Assignment and Assumption Agreement, the Employment Agreement, Patent Assignment, Non-Compete Agreement and other agreements to be executed or delivered by Buyer at Closing (collectively, the "BUYER'S CLOSING DOCUMENTS"), each of the Buyer's Closing Documents will constitute the further legal, valid, and binding obligation of Buyer, enforceable against Buyer in accordance with their respective terms. Buyer has the power absolute and unrestricted right, power, and authority to execute and deliver this Agreement and the Transaction Buyer's Closing Documents and to perform its obligations under this Agreement and the Transaction Buyer's Closing Documents, and such action has been duly authorized by all necessary corporate action. (b) Neither the execution and nor delivery of this Agreement by Buyer nor the consummation or performance of any of the Contemplated Transactions by Buyer will give any Person the right to prevent, delay delay, or otherwise interfere with any of the Contemplated Transactions pursuant to: : (i) any provision of Buyer’s 's Governing Documents; ; (ii) any resolution adopted by the board of directors or the equity holders management committee of Buyer; ; (iii) any Applicable Law Legal Requirement or Order to which Buyer may be subject; or Or (iv) any Contract to which Buyer is a party or by which Buyer may be bound. Buyer is not and will not be required to obtain any consent Consent from any Person in connection with the execution and delivery of this Agreement or the consummation or performance of any of the Contemplated TransactionsTransactions except for the consent of M-I L.L.C. which has been obtained. (c) The execution and delivery by Buyer of this Agreement, and the performance of its obligations hereunder does not require a registration, filing, application, notice, consent, approval, order, qualification, authorization, designation, declaration or waiver with, to or from any Governmental Authority.

Authority; No Conflict. (a) 5.2.1 This Agreement constitutes the legal, valid and binding obligation of Buyer, enforceable against Buyer in accordance with its terms. Upon the execution and delivery by Buyer of the Transaction Assignment and Assumption Agreement, and each other agreement to be executed or delivered by Buyer at Closing (collectively, the “Buyer’s Closing Documents”), each of the Transaction Buyer’s Closing Documents (assuming the due execution and delivery of the Transaction Documents by Seller) will constitute the legal, valid and binding obligation of Buyer, enforceable against Buyer in accordance with its respective terms. Buyer has the absolute and unrestricted right, power and authority to execute and deliver this Agreement and the Transaction Buyer’s Closing Documents and to perform its obligations under this Agreement and the Transaction Buyer’s Closing Documents, and such action has been duly authorized by all necessary corporate action. (b) 5.2.2 Neither the execution and delivery of this Agreement by Buyer nor the consummation or performance of any of the Contemplated Transactions by Buyer will give any Person the right to prevent, delay or otherwise interfere with any of the Contemplated Transactions pursuant to: (i) any provision of Buyer’s Governing Documents; (ii) any resolution adopted by the board of directors or the equity holders of Buyer; (iii) any Applicable Law Legal Requirement or Order to which Buyer may be subject; or (iviii) any Contract to which Buyer is a party or by which Buyer may be bound. Buyer is not and will not be required to obtain any consent 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. (c) The execution and delivery by Buyer of this Agreement, and the performance of its obligations hereunder does not require a registration, filing, application, notice, consent, approval, order, qualification, authorization, designation, declaration or waiver with, to or from any Governmental Authority.

Authority; No Conflict. (a) Upon the execution and delivery by Buyer of the Transaction Documents, each of the Transaction Documents (assuming the due execution and delivery of the Transaction Documents by Seller) will constitute This Agreement constitutes the legal, valid valid, and binding obligation of Buyer, enforceable against Buyer in accordance with its terms. Upon the execution and delivery by Buyer of the Employment Agreement, Non-Competition Agreement and the Promissory Note (collectively, the "Buyer's Closing Documents"), the Buyer's Closing Documents will constitute the legal, valid, and binding obligations of Buyer, enforceable against Buyer in accordance with their respective terms. Buyer has the power absolute and unrestricted right, power, and authority to execute and deliver this Agreement and the Transaction Buyer's Closing Documents and to perform its obligations under this Agreement and the Transaction Buyer's Closing Documents, and such action has been duly authorized by all necessary corporate action. (b) Neither Except as set forth in Schedule 4.2, neither the execution and delivery of this Agreement by Buyer nor the consummation or performance of any of the Contemplated Transactions by Buyer will give any Person the right to prevent, delay delay, or otherwise interfere with any of the Contemplated Transactions pursuant to: : (i) any provision of Buyer’s Governing 's Organizational Documents; ; (ii) any resolution adopted by the board of directors or the equity holders stockholders of Buyer; ; (iii) any Applicable Law Legal Requirement or Order to which Buyer may be subject; or or (iv) any Contract to which Buyer is a party or by which Buyer may be bound. Except as set forth in Schedule 4.2, Buyer is not and will not be required to obtain any consent 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. (c) The execution and delivery by Buyer of this Agreement, and the performance of its obligations hereunder does not require a registration, filing, application, notice, consent, approval, order, qualification, authorization, designation, declaration or waiver with, to or from any Governmental Authority.

Authority; No Conflict. (a) Upon This Agreement and the execution and delivery by Closing Documents to which Buyer of the Transaction Documents, each of the Transaction Documents (assuming the due execution and delivery of the Transaction Documents by Seller) will is a party constitute the legal, valid valid, and binding obligation of Buyer, enforceable against Buyer in accordance with its their respective terms. Buyer has the limited liability company power and authority to execute and deliver this Agreement and the Transaction Closing Documents to which it is a party and to perform its obligations under the Transaction Documentshereunder and thereunder, and such action to consummate the Contemplated Transactions. The execution, delivery and performance of this Agreement and the Closing Documents to which Buyer is a party has been duly and validly authorized by all necessary corporate actionlimited liability company actions by Buyer. (b) Neither the execution and delivery of this Agreement by Buyer nor the consummation or performance of any of the Contemplated Transactions by Buyer will give any Person the right to prevent, delay delay, or otherwise interfere with any of the Contemplated Transactions pursuant to: to (i) any provision of Buyer’s Governing Organizational Documents; (ii) any resolution adopted by the board of directors or the equity holders of Buyer; (iii) any Applicable Law Legal Requirement or Order to which Buyer may be subject; or (iviii) any material Contract to which Buyer is a party or by which Buyer may be bound. Buyer is not and will not be required to obtain any consent 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. (c) The execution and delivery by Buyer of this Agreement, and the performance of its obligations hereunder does not require a registration, filing, application, notice, consent, approval, order, qualification, authorization, designation, declaration or waiver with, to or from any Governmental Authority.

Authority; No Conflict. (a) This Agreement constitutes the legal, valid and binding obligation of Buyer, enforceable against Buyer in accordance with its terms. Upon the execution and delivery by Buyer of each agreement to be executed or delivered by Buyer at Closing (collectively, the Transaction “Buyer’s Closing Documents”), each of the Transaction Buyer’s Closing Documents (assuming the due execution and delivery of the Transaction Documents by Seller) will constitute the legal, valid and binding obligation of Buyer, enforceable against Buyer in accordance with its respective terms. Buyer has the absolute and unrestricted right, power and authority to execute and deliver this Agreement and the Transaction Buyer’s Closing Documents and to perform its obligations under this Agreement and the Transaction Buyer’s Closing Documents, and such action has been duly authorized by all necessary corporate action. (b) Neither the execution and delivery of this Agreement by Buyer nor the consummation or performance of any of the Contemplated Transactions by Buyer will give any Person the right to prevent, delay or otherwise interfere with any of the Contemplated Transactions pursuant to: : (i) any provision of Buyer’s Governing Documents; ; (ii) any resolution adopted by the board of directors or the equity holders shareholders of Buyer; ; (iii) any Applicable Law Legal Requirement or Order to which Buyer may be subject; or or (iv) any Contract to which Buyer is a party or by which Buyer may be bound. Buyer is not and will not be required to obtain any consent 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. (c) The execution and delivery by Buyer of this Agreement, and the performance of its obligations hereunder does not require a registration, filing, application, notice, consent, approval, order, qualification, authorization, designation, declaration or waiver with, to or from any Governmental Authority.

Authority; No Conflict. (a) This Agreement constitutes the legal, valid and binding obligation of Buyer, enforceable against Buyer in accordance with its terms. Upon the execution and delivery by Buyer of the Transaction Assignment and Assumption Agreement, the Assumed Liabilities Escrow Agreement, the Employment Agreements, the Promissory Note and each other agreement to be executed or delivered by Buyer at Closing (collectively, the "Buyer's Closing Documents"), each of the Transaction Buyer's Closing Documents (assuming the due execution and delivery of the Transaction Documents by Seller) will constitute the legal, valid and binding obligation of Buyer, enforceable against Buyer in accordance with its respective terms. Buyer has the absolute and unrestricted right, power and authority to execute and deliver this Agreement and the Transaction Buyer's Closing Documents and to perform its obligations under this Agreement and the Transaction Buyer's Closing Documents, and such action has been duly authorized by all necessary corporate action. (b) Neither the execution and delivery of this Agreement by Buyer nor the consummation or performance of any of the Contemplated Transactions by Buyer will give any Person the right to prevent, delay or otherwise interfere with any of the Contemplated Transactions pursuant to: : (i) any provision of Buyer’s 's Governing Documents; (ii) any resolution adopted by the board of directors or the equity holders shareholders of Buyer; (iii) any Applicable Law Legal Requirement or Order to which Buyer may be subject; or (iv) any Contract to which Buyer is a party or by which Buyer may be bound. Buyer is not and will not be required to obtain any consent 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. (c) The execution and delivery by Buyer of this Agreement, and the performance of its obligations hereunder does not require a registration, filing, application, notice, consent, approval, order, qualification, authorization, designation, declaration or waiver with, to or from any Governmental Authority.

Authority; No Conflict. (a) This Agreement constitutes the legal, valid and binding obligation of Buyer, enforceable against Buyer in accordance with its terms. Upon the execution and delivery by Buyer of the Transaction Master Assignment and Assumption Agreement, and each other agreement to be executed or delivered by Buyer at Closing (collectively, the “Buyer’s Closing Documents”), each of the Transaction Buyer’s Closing Documents (assuming the due execution and delivery of the Transaction Documents by Seller) will constitute the legal, valid and binding obligation of Buyer, enforceable against Buyer in accordance with its respective terms. Buyer has the absolute and unrestricted right, power and authority to execute and deliver this Agreement and the Transaction Buyer’s Closing Documents and to perform its obligations under this Agreement and the Transaction Buyer’s Closing Documents, and such action has been duly authorized by all necessary corporate action. (b) Neither the execution and delivery of this Agreement by Buyer nor the consummation or performance of any of the Contemplated Transactions by Buyer will give any Person the right to prevent, delay or otherwise interfere with any of the Contemplated Transactions pursuant to: : (i) any provision of Buyer’s Governing Documents; ; (ii) any resolution adopted by the board of directors or the equity holders shareholders of Buyer; ; (iii) any Applicable Law Legal Requirement or Order to which Buyer may be subject; or or (iv) any Contract to which Buyer is a party or by which Buyer may be bound. . (c) Except as set forth in Schedule 5.2, Buyer is not and will not be required to obtain any consent Consent from any Person or Governmental Authority in connection with the execution and delivery of this Agreement or the consummation or performance of any of the Contemplated Transactions. (c) The execution and delivery by Buyer of this Agreement, and the performance of its obligations hereunder does not require a registration, filing, application, notice, consent, approval, order, qualification, authorization, designation, declaration or waiver with, to or from any Governmental Authority.

Authority; No Conflict. (a) Upon the execution and delivery by Buyer of the Transaction Documents, each of the Transaction Documents (assuming the due execution and delivery of the Transaction Documents by Seller) will constitute This Agreement constitutes the legal, valid valid, and binding obligation of Buyer, enforceable against Buyer in accordance with its terms. Upon the execution and delivery by Buyer of the Employment Agreements, the Promissory Notes and the Stock Purchase Warrants (collectively, the "Buyer's Closing Documents"), the Buyer's Closing Documents will constitute the legal, valid, and binding obligations of Buyer, enforceable against Buyer in accordance with their respective terms. Buyer has the power absolute and unrestricted right, power, and authority to execute and deliver this Agreement and the Transaction Buyer's Closing Documents and to perform its obligations under this Agreement and the Transaction Buyer's Closing Documents, and such action has been duly authorized by all necessary corporate action. (b) Neither Except as set forth in Schedule 4.2, neither the execution and delivery of this Agreement by Buyer Buyer, nor the consummation or performance of any of the Contemplated Transactions by Buyer Buyer, will give any Person the right to prevent, delay delay, or otherwise interfere with any of the Contemplated Transactions pursuant to: : (i) any provision of Buyer’s Governing 's Organizational Documents; ; (ii) any resolution adopted by the board of directors or the equity holders stockholders of Buyer; ; (iii) any Applicable Law Legal Requirement or Order to which Buyer may be subject; or or (iv) any Contract to which Buyer is a party or by which Buyer may be bound. Except as set forth in Schedule 4.2, Buyer is not and will not be required to obtain any consent 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. (c) The execution and delivery by Buyer of this Agreement, and the performance of its obligations hereunder does not require a registration, filing, application, notice, consent, approval, order, qualification, authorization, designation, declaration or waiver with, to or from any Governmental Authority.

Authority; No Conflict. (a) Upon the execution and delivery by Buyer of the Transaction Documents, each of the Transaction Documents (assuming the due execution and delivery of the Transaction Documents by Seller) will constitute This Agreement constitutes the legal, valid valid, and binding obligation of Buyer, enforceable against Buyer in accordance with its terms. Upon the execution and delivery by Buyer of the Promissory Note and the Noncompetition Agreements (collectively, the "Buyer's Closing Documents"), the Buyer's Closing Documents will constitute the legal, valid, and binding obligations of Buyer, enforceable against Buyer in accordance with their respective terms. Buyer has the power absolute and unrestricted right, power, and authority to execute and deliver this Agreement and the Transaction Buyer's Closing Documents and to perform its obligations under this Agreement and the Transaction Buyer's Closing Documents, and such action has been duly authorized by all necessary corporate action. (b) Neither the execution and delivery of this Agreement by Buyer nor the consummation or performance of any of the Contemplated Transactions by Buyer will give any Person the right to prevent, delay delay, or otherwise interfere with any of the Contemplated Transactions pursuant to: : (i) any provision of Buyer’s Governing 's Organizational Documents; ; (ii) any resolution adopted by the board of directors or the equity holders shareholders of Buyer; ; (iii) any Applicable Law Legal Requirement or Order to which Buyer may be subject; or or (iv) any Contract to which Buyer is a party or by which Buyer may be bound. Except as set forth in this Section 4.2(b), Buyer is not and will not be required to obtain any consent 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. (c) The execution and delivery by Buyer of this Agreement, and the performance of its obligations hereunder does not require a registration, filing, application, notice, consent, approval, order, qualification, authorization, designation, declaration or waiver with, to or from any Governmental Authority.

Authority; No Conflict. (a) This Agreement constitutes the legal, valid, and binding obligation of Buyer and C&F, enforceable against Buyer and C&F in accordance with its terms. Upon the execution and delivery by Buyer of the Transaction Promissory Notes (the "Buyer's Closing Documents"), each of the Transaction Buyer's Closing Documents (assuming the due execution and delivery of the Transaction Documents by Seller) will constitute the legal, valid valid, and binding obligation obligations of Buyer, enforceable against Buyer in accordance with its their respective terms. Buyer has and C&F have the power absolute and unrestricted right, power, authority and capacity to execute and deliver this Agreement and to perform its obligations under this Agreement, and Buyer has the Transaction absolute and unrestricted right, power, authority and capacity to execute and deliver the Buyer's Closing Documents and to perform its obligations under the Transaction Buyer's Closing Documents, and such action has been duly authorized by all necessary corporate action. (b) Neither the execution and delivery of this Agreement by Buyer and C&F nor the consummation or performance of any of the Contemplated Transactions by Buyer and C&F will give any Person the right to prevent, delay delay, or otherwise interfere with any of the Contemplated Transactions pursuant to: : (i) any provision of Buyer’s Governing 's or C&F's Organizational Documents; ; (ii) any resolution adopted by the board of directors or the equity holders stockholders of Buyer; Buyer or C&F; (iii) any Applicable Law Legal Requirement or Order to which Buyer or C&F may be subject; or or (iv) any Contract to which Buyer or C&F is a party or by which Buyer or C&F may be bound. . (c) Except as set forth in Schedule 4.2, Buyer is and C&F are not and will not be required to give any notice to or obtain any consent 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. (cd) The execution and delivery by Buyer C&F Shares, when issued in accordance with the terms of this Agreement, will be duly authorized and the performance of its obligations hereunder does not require a registration, filing, application, notice, consent, approval, order, qualification, authorization, designation, declaration or waiver with, to or from any Governmental Authorityissued and fully paid and non-assessable.

Authority; No Conflict. (a) Upon the execution and delivery by Buyer of the Transaction Documents, each of the Transaction Documents (assuming the due execution and delivery of the Transaction Documents by Seller) will constitute This Agreement constitutes the legal, valid valid, and binding obligation of Buyer, enforceable against Buyer in accordance with its terms. Upon the execution and delivery by Buyer of the Promissory Notes, the Employment Agreements, and the Leases (collectively, the "Buyer's Closing Documents"), the Buyer's Closing Documents will constitute the legal, valid, and binding obligations of Buyer, enforceable against Buyer in accordance with their respective terms. Buyer has the power absolute and unrestricted right, power, and authority to execute and deliver this Agreement and the Transaction Buyer's Closing Documents and to perform its obligations under this Agreement and the Transaction Buyer's Closing Documents, and such action has been duly authorized by all necessary corporate action. (b) Neither Except as set forth in Schedule 4.2, neither the execution and delivery of this Agreement by Buyer nor the consummation or performance of any of the Contemplated Transactions by Buyer will give any Person the right to prevent, delay delay, or otherwise interfere with any of the Contemplated Transactions pursuant to: : (i) any provision of Buyer’s Governing 's Organizational Documents; ; (ii) any resolution adopted by the board of directors or the equity holders stockholders of Buyer; ; (iii) any Applicable Law Legal Requirement or Order to which Buyer may be subject; or or (iv) any Contract to which Buyer is a party or by which Buyer may be bound. Except as set forth in Schedule 4.2, Buyer is not and will not be required to obtain any consent 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. (c) The execution and delivery by Buyer of this Agreement, and the performance of its obligations hereunder does not require a registration, filing, application, notice, consent, approval, order, qualification, authorization, designation, declaration or waiver with, to or from any Governmental Authority.

Authority; No Conflict. (a) This Agreement constitutes the legal, valid and binding obligation of Buyer, enforceable against Buyer in accordance with its terms. Upon the execution and delivery by Buyer of the Transaction Assignment and Assumption Agreement, the Promissory Note, and each other agreement to be executed or delivered by Buyer at Closing (collectively, the “Buyer’s Closing Documents”), each of the Transaction Buyer’s Closing Documents (assuming the due execution and delivery of the Transaction Documents by Seller) will constitute the legal, valid and binding obligation of Buyer, enforceable against Buyer in accordance with its respective terms. Buyer has the absolute and unrestricted right, power and authority to execute and deliver this Agreement and the Transaction Buyer’s Closing Documents and to perform its obligations under this Agreement and the Transaction Buyer’s Closing Documents, and such action has been duly authorized by all necessary corporate action. (b) Neither the execution and delivery of this Agreement by Buyer nor the consummation or performance of any of the Contemplated Transactions by Buyer will give any Person the right to prevent, delay or otherwise interfere with any of the Contemplated Transactions pursuant to: (i) any provision of any document governing the formation and operations of Buyer’s Governing Documents; (ii) any resolution adopted by the board of directors or the equity holders shareholders of Buyer; (iii) any Applicable Law law or Order to which Buyer may be subject; or (iv) any Contract material contract to which Buyer is a party or by which Buyer may be bound. Buyer is not and will not be required to 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. (c) The execution and delivery by Buyer of this Agreement, and the performance of its obligations hereunder does not require a registration, filing, application, notice, consent, approval, order, qualification, authorization, designation, declaration or waiver with, to or from any Governmental Authority.