Common use of Authority; No Conflict Clause in Contracts

Authority; No Conflict. (a) This Agreement and the Closing Documents have been authorized by Purchaser’s board of directors and, to the extent required, the stockholders of Purchaser. This Agreement constitutes the legal, valid, and binding obligation of Purchaser, enforceable against Purchaser in accordance with its terms, subject to bankruptcy and other similar Legal Requirements of general applicability relating to or affecting creditors’ rights and to general equity principles. Upon the execution and delivery by Purchaser of the Closing Documents, the Closing Documents will constitute the legal, valid, and binding obligations of Purchaser, enforceable against Purchaser in accordance with their respective terms, enforceable against Purchaser in accordance with their respective terms, subject to bankruptcy and other similar Legal Requirements of general applicability relating to or affecting creditors’ rights and to general equity principles. (b) Except as set forth in Part 4.2 of the Purchaser Disclosure Schedule, or as would not have a material adverse effect on Purchaser’s ability to perform its obligations hereunder, neither the execution and delivery of this Agreement by Purchaser nor the consummation or performance of any of the Contemplated Transactions by Purchaser will directly or indirectly (with or without notice or lapse of time): (i) contravene, conflict with or result in a violation of (A) any provision of Purchaser’s Organizational Documents or (B) any resolution adopted by the board of directors or the stockholders of Purchaser; or (ii) contravene, conflict with, or result in a violation of, or give any Governmental Body or Person the right to challenge any of the Contemplated Transactions or to exercise any remedy or obtain any relief under, any Legal Requirement or Order to which Purchaser, or any of the assets owned or used by Purchaser, may be subject. Except as set forth in Part 4.2 of the Purchaser Disclosure Schedule, Purchaser 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.

Authority; No Conflict. (a) This Each of the Company Parties has all necessary corporate or other power and authority to execute and deliver this Agreement, to perform its obligations hereunder, and, subject to the approvals described in Section 4.2(b), to consummate the Merger Transactions. The Company Parties have taken all steps necessary to (i) cause the Merger Transactions to comply with or be exempted from any Organizational Document of any of the Acquired Companies that would otherwise prohibit, hinder or delay such transactions and (ii) render any and all limitations on ownership of Company Membership Interests. (b) The execution, delivery and performance by the Company of this Agreement and the Closing Documents consummation of the Merger Transactions have been duly and validly authorized by Purchaser’s board all necessary corporate or other action on behalf of directors andthe Company. No other corporate proceeding on the part of the Company is necessary to authorize this Agreement or to consummate the Merger Transactions, to other than the extent requiredexecution, filing with, and the stockholders acceptance for record by the Secretary of PurchaserState of the State of Delaware of the Certificate of Merger. This Agreement has been duly and validly executed and delivered by each of the Company Parties and, assuming the due authorization, execution and delivery by Parent, constitutes the a legal, valid, valid and binding obligation of Purchaserthe Company Parties, enforceable against Purchaser the Company Parties in accordance with its terms, subject to bankruptcy except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and other similar Legal Requirements laws of general applicability relating to or affecting creditors’ rights and to or by general equity principles. Upon the execution and delivery by Purchaser of the Closing Documents, the Closing Documents will constitute the legal, valid, and binding obligations of Purchaser, enforceable against Purchaser in accordance with their respective terms, enforceable against Purchaser in accordance with their respective terms, subject to bankruptcy and other similar Legal Requirements of general applicability relating to or affecting creditors’ rights and to general equity equitable principles. (bc) Except as set forth in Part 4.2 Section 4.2(c) of the Purchaser Disclosure Schedule, or as would not have a material adverse effect on Purchaser’s ability to perform its obligations hereunderLetter, neither the execution and delivery of this Agreement by Purchaser nor the consummation or performance of any of the Contemplated Merger Transactions by Purchaser will do or will, directly or indirectly (with or without notice or lapse of time): time or both): (i) contravene, conflict with with, or result in a violation of (A) any provision of Purchaser’s the Organizational Documents of any of the Acquired Companies or (B) any resolution adopted by the board of directors (or similar governing body) or the stockholders shareholders (or similar holders of Purchaserequity therein) of any of the Acquired Companies; or (ii) contravene, conflict with, with or result in a violation of any Legal Requirement or any order, writ, injunction or decree to which any of the Acquired Companies or any of the assets owned or used by any of the Acquired Companies is or may be subject; (iii) contravene, conflict with or result in a violation of any of the terms or requirements of, or give any Governmental Body or Person the right to challenge revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is held by any of the Contemplated Transactions Acquired Companies, or that otherwise relates to exercise any remedy or obtain any relief under, any Legal Requirement or Order to which Purchaserthe business of, or any of the assets owned or used by Purchaserby, may be subject. Except as set forth in Part 4.2 any of the Purchaser Disclosure ScheduleAcquired Companies; (iv) contravene, Purchaser is not conflict with or result in a violation or breach of any provision of, or result in the loss of any material right or benefit under, or give any Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate or modify, any Contract; (v) result in the imposition or creation of any Encumbrance, other than any Permitted Encumbrance, upon or with respect to any of the assets owned or used by any of the Acquired Companies; (vi) cause any of the Acquired Companies to become subject to, or become liable for the payment of, any Tax other than transfer or recordation taxes or sales and will not be required to obtain any other similar taxes; or (vii) require a Consent from any Person Person, except in connection with the Loan Documents, Management Agreement Documents, Franchise Agreements and certain Permits, except, in the case of clauses (iii), (iv), (v) (vi), and (vii) above, for any such contraventions, conflicts, violations, breaches, defaults or other occurrences that would not, individually or in the aggregate, have a Material Adverse Effect on the Acquired Companies or any of the Merger Transactions. (d) The execution and delivery of this Agreement or by the Company Parties does not, and the performance of this Agreement and the consummation of the Merger Transactions will not, require any Consent of, or performance filing with or notification to, any Governmental Body, except (i) for (A) applicable requirements, if any, of the Exchange Act, the Securities Act and state securities or “blue sky” laws, (B) the pre-merger notification requirements of the HSR Act, if any, and (C) filing of the Certificate of Merger as required by the DLLCA and the DGCL, and appropriate corresponding documents with the appropriate authorities in other states in which the Company is qualified as a foreign corporation to transact business; and (ii) where the failure to obtain such Consents, or to make such filings or notifications, would not, individually or in the aggregate, have a Material Adverse Effect on the Acquired Companies or any of the Contemplated Merger Transactions. (e) The Acquired Companies do not own any equity securities in any Minority JV Entity.

Authority; No Conflict. (a) This Agreement and the Closing Documents have been authorized by Purchaser’s board of directors and, to the extent required, the stockholders of Purchaser. This Agreement constitutes the legal, valid, and binding obligation of PurchaserBuyer, enforceable against Purchaser Buyer in accordance with its terms, subject to bankruptcy and other similar Legal Requirements of general applicability relating to or affecting creditors’ rights and to general equity principles. Upon the execution and delivery by Purchaser Xxxxx 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 PurchaserBuyer, enforceable against Purchaser Buyer in accordance with their respective terms. Buyer has the absolute and unrestricted right, enforceable against Purchaser in accordance with their respective termspower, subject and authority to bankruptcy execute and other similar Legal Requirements of general applicability relating to or affecting creditors’ rights deliver this Agreement and the Buyer's Closing Documents and to general equity principlesperform its obligations under this Agreement and the Buyer's Closing Documents. (b) Except as set forth in Part 4.2 of the Purchaser Disclosure Schedule, or as would not have a material adverse effect on Purchaser’s ability to perform its obligations hereunderSchedule 4.2, neither the execution and delivery of this Agreement [by Purchaser Xxxxx] nor the consummation or performance of any of the Contemplated Transactions [by Purchaser Xxxxx] will directly give any Person the right to prevent, delay, or indirectly (otherwise interfere with or without notice or lapse any of time):the Contemplated Transactions pursuant to: (i) contravene, conflict with or result in a violation of (A) any provision of Purchaser’s Buyer's Organizational Documents or Documents; (Bii) any resolution adopted by the board of directors or the stockholders of Purchaser; orBuyer; (iiiii) contravene, conflict with, or result in a violation of, or give any Governmental Body or Person the right to challenge any of the Contemplated Transactions or to exercise any remedy or obtain any relief under, any Legal Requirement or Order to which Purchaser, or any of the assets owned or used by Purchaser, 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 Part 4.2 of the Purchaser Disclosure ScheduleSchedule 4.2, Purchaser 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.

Authority; No Conflict. (a) This The execution, delivery, and performance of this Agreement and the Closing Documents Contemplated Transactions have been duly and validly authorized by Purchaser’s board all necessary corporate action on the part of directors and, to Seller. This Agreement has been duly executed and delivered by Seller and at the extent required, Closing all instruments executed and delivered by Seller at or in connection with the stockholders of PurchaserClosing shall have been duly executed and delivered by Seller. This Agreement constitutes the legal, valid, and binding obligation of PurchaserSeller, enforceable against Purchaser Seller in accordance with its terms, subject to except as such enforceability may be limited by applicable bankruptcy and or other similar Legal Requirements of general applicability relating to or laws affecting creditors’ the rights and to remedies of creditors generally and by general principles of equity principles(regardless of whether such enforceability is considered in a proceeding in equity or at law). Upon the execution and delivery by Purchaser Seller of the Instruments of Conveyance at the Closing, such Instruments of Conveyance shall constitute legal, valid, and binding transfers and conveyances of the Assets. Upon the execution and delivery by Seller of any other documents at the Closing (collectively with the Instruments of Conveyance, the "Seller’s Closing Documents"), the Seller’s Closing Documents will shall constitute the legal, valid, and binding obligations of PurchaserSeller, enforceable against Purchaser Seller in accordance with their respective terms, enforceable against Purchaser in accordance with their respective terms, subject to except as such enforceability may be limited by applicable bankruptcy and or other similar Legal Requirements of general applicability relating to or laws affecting creditors’ the rights and remedies of creditors generally and by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). Except as set forth in Part 3.02 of Seller’s Disclosure Schedule, Seller has the absolute and unrestricted right, power, authority, and capacity to general equity principlesexecute and deliver this Agreement and Seller’s Closing Documents, and to perform its obligations under this Agreement and Seller’s Closing Documents. (b) Except as set forth in Part 4.2 3.02 of the Purchaser Seller’s Disclosure Schedule, or as would not have a material adverse effect on Purchaser’s ability to perform its obligations hereunder, neither the execution and delivery of this Agreement by Purchaser Seller nor the consummation or performance of any of the Contemplated Transactions by Purchaser will Seller shall, directly or indirectly (with or without notice or lapse of time): (i) contravene, conflict with with, or result in a violation of (A) any provision of Purchaser’s the Organizational Documents of Seller, or (B) any resolution adopted by the board of directors or the stockholders of Purchaser; orSeller; (ii) contravene, conflict with, or result in a violation of, or give any Governmental Body or other Person the right to challenge any of the Contemplated Transactions Transactions, to terminate, accelerate, or modify any terms of, or to exercise any remedy or obtain any relief under, any Contract or agreement or any Legal Requirement or Order to which PurchaserSeller, or any of the assets owned or used by PurchaserAssets, may be subject. Except as set forth ; (iii) contravene, conflict with, or result in Part 4.2 of the Purchaser Disclosure Schedule, Purchaser 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 a violation of any of the Contemplated Transactionsterms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate, or modify, any Governmental Authorization that relates to the Assets; (iv) result in the imposition or creation of any Encumbrance upon or with respect to any of the Assets.

Authority; No Conflict. (a) This Agreement and the Closing Documents have been authorized by Purchaser’s board of directors and, to the extent required, the stockholders of Purchaser. This Agreement constitutes the legal, valid, and binding obligation of PurchaserBuyer, enforceable against Purchaser Buyer in accordance with its terms, subject to except as such enforceability may be limited by applicable bankruptcy and or other similar Legal Requirements of general applicability relating to or laws affecting creditors’ the rights and to remedies of creditors generally and by general principles of equity principles(regardless of whether such enforceability is considered in a proceeding in equity or at law). Upon the execution and delivery by Purchaser Buyer of the Instruments of Conveyance and any other documents executed and delivered by Buyer at the Closing (collectively, the "Buyer’s Closing Documents"), the Buyer’s Closing Documents will shall constitute the legal, valid, and binding obligations of Purchaser, Buyer enforceable against Purchaser Buyer in accordance with their respective terms, enforceable against Purchaser in accordance with their respective terms, subject to except as such enforceability may be limited by applicable bankruptcy and or other similar Legal Requirements of general applicability relating to or laws affecting creditors’ the rights and remedies of creditors generally and by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). Buyer has the absolute and unrestricted right, power, authority, and capacity to general equity principlesexecute and deliver this Agreement and the Buyer’s Closing Documents, and to perform its obligations under this Agreement and the Buyer’s Closing Documents. (b) Except as set forth in disclosed to Seller on Part 4.2 4.02 of the Purchaser Buyer’s Disclosure Schedule, or as would not have a material adverse effect on Purchaser’s ability to perform its obligations hereunder, neither the execution and delivery of this Agreement by Purchaser Buyer nor the consummation or performance of any of the Contemplated Transactions by Purchaser will directly or indirectly (with or without notice or lapse of time): (i) contravene, conflict with or result in a violation of (A) any provision of Purchaser’s Organizational Documents or (B) any resolution adopted by the board of directors or the stockholders of Purchaser; or (ii) contravene, conflict with, or result in a violation of, or Buyer shall give any Governmental Body or Person the right to challenge prevent, delay, or otherwise interfere with any of the Contemplated Transactions or Transactions. (c) Except with respect to exercise any remedy or obtain any relief under, any Legal Requirement or Order to which Purchaserthe MMS Approvals, or any as disclosed to Seller on Part 4.02 of the assets owned or used by Purchaser, may be subject. Except as set forth in Part 4.2 of the Purchaser Buyer’s Disclosure Schedule, Purchaser Buyer is not and will shall not be required to give any notice to or obtain any Consent from any Person in connection with the execution and delivery of this Agreement or the consummation or performance of any of the Contemplated Transactions.

Authority; No Conflict. (a) This Buyer has all requisite power and authority to execute and deliver this Agreement and to consummate and perform the transactions contemplated hereby. The execution and delivery by Buyer of this Agreement and the Closing Documents have consummation and performance of the transactions contemplated hereby has been duly and validly authorized and approved by Purchaser’s the board of directors andor other applicable governing body of Buyer, and no other proceeding, consent or authorization on the part of Buyer is necessary to authorize this Agreement or the extent required, consummation or performance of the stockholders of Purchasertransactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Buyer and constitutes the legal, valid, and binding obligation of PurchaserBuyer, enforceable against Purchaser Buyer in accordance with its terms, subject to bankruptcy and applicable bankruptcy, insolvency, reorganization, moratorium or other similar Legal Requirements of general applicability Requirements, now or hereafter in effect, relating to or affecting creditors’ rights and to general equity principles. Upon the execution and delivery by Purchaser of the Closing Documents, the Closing Documents will constitute the legal, valid, and binding obligations of Purchaser, enforceable against Purchaser in accordance with their respective terms, enforceable against Purchaser in accordance with their respective terms, subject to bankruptcy and other similar Legal Requirements of general applicability relating to or affecting creditors’ rights and to general equity principlesgenerally. (b) Except as set forth in Part 4.2 of for any approvals required under the Purchaser Disclosure ScheduleCompetition Laws, or as would not have a material adverse effect on Purchaser’s ability to perform its obligations hereunder, neither the execution and delivery of this Agreement by Purchaser nor the consummation or performance of any of the Contemplated Transactions by Purchaser will directly or indirectly (with or without notice or lapse of time): (i) contravene, conflict with or result in a violation of (A) any provision of Purchaser’s Organizational Documents or (B) any resolution adopted by the board of directors or the stockholders of Purchaser; or (ii) contravene, conflict with, or result in a violation of, or give any Governmental Body or Person the right to challenge any of the Contemplated Transactions or to exercise any remedy or obtain any relief under, any Legal Requirement or Order to which Purchaser, or any of the assets owned or used by Purchaser, may be subject. Except as set forth in Part 4.2 of the Purchaser Disclosure Schedule, Purchaser 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 Transactionstransactions contemplated herein except those which have been obtained. (c) Except as set forth on Schedule 4.2, neither the execution and delivery of this Agreement nor the consummation or performance of any of the transactions contemplated herein will, directly or indirectly (with or without notice or lapse of time): (i) contravene, conflict with or result in a violation of any provision of Buyer’s Organizational Documents; (ii) contravene, conflict with or result in a violation of any Order or material Legal Requirement to which Buyer, or any of the assets owned or used by Buyer, may be subject; or (iii) contravene, conflict with or result in a violation or breach of any provision of any Contract to which Buyer is a Party, other than Contracts which are immaterial to Buyer. except, in the case of clause (ii), where such contravention, conflict, violation or imposition would not have a material adverse effect on Buyer’s ability to consummate the transactions contemplated hereby.

Authority; No Conflict. (a) This Agreement and the Closing Documents have been authorized by Purchaser’s board of directors and, to the extent required, the stockholders of Purchaser. This Agreement constitutes the legal, valid, and binding obligation of Purchaserthe Company and the Members’ Representative, enforceable against Purchaser the Company and the Members’ Representative in accordance with its terms, subject to except as enforceability may be limited by bankruptcy and laws, other similar Legal Requirements of general applicability relating to or laws affecting creditors’ rights and to general principles of equity principlesaffecting the availability of specific performance and other equitable remedies. Upon the execution and delivery by Purchaser the Company and the Members’ Representative of each of the documents and instruments to be executed and delivered by the Company and the Members’ Representative at Closing pursuant to Section 1.6(a) (collectively, the “Company Closing Documents”), each of the Company Closing Documents will constitute the legal, valid, and binding obligations obligation of Purchaserthe Company and the Members’ Representative, as applicable, enforceable against Purchaser the Company and the Members’ Representative in accordance with their respective terms, enforceable against Purchaser in accordance with their respective termsexcept as enforceability may be limited by bankruptcy laws, subject to bankruptcy and other similar Legal Requirements of general applicability relating to or laws affecting creditors’ rights and general principles of equity affecting the availability of specific performance and other equitable remedies. The Company has all requisite power, authority and capacity to general equity principles.execute and deliver this Agreement and the Company Closing Documents to which it is a party and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized and approved by all necessary limited liability company action by the Company. An appropriate number of Company Members have, pursuant to the Company’s operating agreement and the TLLCA, adopted by a written consent resolutions approving and adopting the Merger, this Agreement and the transactions contemplated hereby, a copy of which is attached hereto as Annex A. (b) Except as set forth in Part 4.2 on Section 3.2(b) of the Purchaser Company Disclosure Schedule, or as would not have a material adverse effect on Purchaser’s ability to perform its obligations hereunder, neither the execution and delivery of this Agreement by Purchaser the Company nor the consummation or performance of any of the Contemplated Transactions transactions contemplated hereby by Purchaser will the Company will, directly or indirectly (with or without notice or lapse of time): ): (i) contravene, conflict with with, or result in a violation of (A) any provision of Purchaser’s Organizational Documents the organizational documents of the Company or (B) any resolution adopted by Subsidiary of the board of directors or the stockholders of Purchaser; or Company, (ii) contravene, conflict with, or result in a violation of any Legal Requirement, or any Order of any Governmental Authority, to which the Company or any Subsidiary of the Company is subject, (iii) contravene, conflict with, or result in a violation of any of the terms or requirements of, or give any Governmental Body Authority the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is held by the Company or any of its Subsidiaries, (iv) breach any provision of, give any Person the right to challenge declare a default or imposition of any of the Contemplated Transactions or to exercise any remedy or obtain any relief penalty under, any Legal Requirement accelerate the maturity or Order to which Purchaserperformance of or payment under, or cancel, terminate, or modify any, Material Company Contract (including, without limitation, any change of control provision thereof); or (v) result in the creation or imposition of any Encumbrance upon any of the assets owned of the Company or used by Purchaser, may be subject. any Subsidiary of the Company. (c) Except as set forth in Part 4.2 on Section 3.2(c) of the Purchaser Company Disclosure Schedule, Purchaser neither the Company, nor any Subsidiary of the Company is not and or will not be required to give any notice to or obtain any Consent consent or approval from (i) any Person Governmental Authority, or (ii) any party to any Material Company Contract, in connection with the execution and delivery of this Agreement or the consummation or performance of any of the Contemplated Transactionstransactions contemplated hereby.

Authority; No Conflict. (a) This The Company has all necessary corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder, and, subject to the approvals described in Section 4.2(b), to consummate the Merger Transactions. The Company Parties have taken all steps necessary to (i) cause the Merger Transactions to comply with or be exempted from any Organizational Document of any of the Acquired Companies that would otherwise prohibit, hinder or delay such transactions and (ii) render any and all limitations on ownership of (A) Company Common Stock and (B) Common Units, including the ownership limit set forth in the Organizational Documents of the Company and the Operating Partnership Agreement, inapplicable to the Merger Transactions. (b) Except for the approvals described in the following sentence, the execution, delivery and performance by the Company of this Agreement and the Closing Documents consummation of the Merger Transactions have been duly and validly authorized by Purchaser’s board all necessary corporate action on behalf of directors andthe Company. No other corporate proceeding on the part of the Company is necessary to authorize this Agreement or to consummate the Merger Transactions, other than (i) the affirmative approval of the Merger by at least a majority of all the votes entitled to be cast on the extent requiredmatter by the holders of all outstanding shares of Company Common Stock (the “Required Company Shareholder Vote”) and (ii) the execution, filing with, and the stockholders acceptance for record by the Secretary of PurchaserState of the State of North Carolina of the Articles of Merger as required by the Secretary of State of the State of North Carolina. This Agreement has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery by each of the Buyer Parties, constitutes the a legal, valid, valid and binding obligation of Purchaserthe Company, enforceable against Purchaser the Company in accordance with its terms, subject to bankruptcy except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and other similar Legal Requirements laws of general applicability relating to or affecting creditors’ rights or by general equitable principles. (c) The Operating Partnership (through the Company as its sole general partner) has all necessary partnership power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the Merger Transactions. The execution, delivery and performance by the Operating Partnership of this Agreement and the consummation by the Operating Partnership of the Merger Transactions, have been duly and validly authorized by all necessary partnership proceedings on behalf of the Operating Partnership, including by all necessary action of the general partner of the Operating Partnership, and no other partnership proceedings are necessary to authorize this Agreement or to consummate the Merger Transactions. Other than the approval of the general partner of the Operating Partnership, which approval has been obtained, and the Required Company Shareholder Vote, no other vote or approval of the holders of any class or series of the capital stock, partnership interests or other equity principlesinterest of any of the Acquired Companies are necessary to approve the Merger Transactions. Upon This Agreement has been duly and validly executed and delivered by the Operating Partnership (and by the Company on behalf of the Operating Partnership) and, assuming the due authorization, execution and delivery by Purchaser each of the Closing DocumentsBuyer Parties, the Closing Documents will constitute the constitutes a legal, valid, valid and binding obligations obligation of Purchaserthe Operating Partnership, enforceable against Purchaser it in accordance with their respective its terms, enforceable against Purchaser in accordance with their respective termsexcept as enforceability may be limited by applicable bankruptcy, subject to bankruptcy insolvency, reorganization, moratorium, fraudulent transfer and other similar Legal Requirements laws of general applicability relating to or affecting creditors’ rights and to or by general equity equitable principles. (bd) Except Subject to the Required Company Shareholder Vote, except as set forth in Part 4.2 Section 4.2(d) of the Purchaser Disclosure Schedule, or as would not have a material adverse effect on Purchaser’s ability to perform its obligations hereunderLetter, neither the execution and delivery of this Agreement by Purchaser nor the consummation or performance of any of the Contemplated Merger Transactions by Purchaser will do or will, directly or indirectly (with or without notice or lapse of time): time or both): (i) contravene, conflict with with, or result in a violation of (A) any provision of Purchaser’s the Organizational Documents of any of the Acquired Companies or, to the knowledge of the Acquired Companies, the Organizational Documents of any of the Minority JV Entities, or (B) any resolution adopted by the board of directors (or similar governing body) or the stockholders shareholders (or similar holders of Purchaserequity therein) of any of the Acquired Companies or, to the knowledge of the Acquired Companies, such resolutions of any of the Minority JV Entities; or (ii) contravene, conflict with, with or result in a violation of, or give any Governmental Body or Person the right to challenge any of the Contemplated Transactions or to exercise any remedy or obtain any relief under, any Legal Requirement or Order any order, writ, injunction or decree to which Purchaserany of the Acquired Companies or, to the knowledge of the Acquired Companies, any of the Minority JV Entities, or any of the assets owned or used by Purchaserany of the Acquired Companies or, to the knowledge of the Acquired Companies, any of the Minority JV Entities, is or may be subject. Except as set forth ; (iii) contravene, conflict with or result in Part 4.2 a violation of any of the Purchaser Disclosure Scheduleterms or requirements of, Purchaser or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is not and will not held by any of the Acquired Companies or, to the knowledge of the Acquired Companies, any of the Minority JV Entities, or that otherwise relates to the business of, or any of the assets owned or used by, any of the Acquired Companies or, to the knowledge of the Acquired Companies, any of the Minority JV Entities; (iv) cause any of the Acquired Companies or, to the knowledge of the Acquired Companies, any of the Minority JV Entities, to become subject to, or to become liable for the payment of, any Tax; (v) cause any of the assets owned by any of the Acquired Companies or, to the knowledge of the Acquired Companies, any of the Minority JV Entities, to be required reassessed or revalued by any Taxing Authority or other Governmental Body; (vi) contravene, conflict with or result in a violation or breach of any provision of, or result in the loss of any material right or benefit under, or give any Person the right to obtain declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate or modify, any Material Contract; (vii) require a Consent from any Person Person; or (viii) result in connection the imposition or creation of any Encumbrance, other than any Permitted Encumbrance, upon or with respect to any of the assets owned or used by any of the Acquired Companies or, to the knowledge of the Acquired Companies, any of the Minority JV Entities, except, in the case of clauses (iii), (iv), (v), (vi), (vii) and (viii) above, for any such contraventions, conflicts, violations, breaches, defaults or other occurrences that would not, individually or in the aggregate, have a Material Adverse Effect on the Acquired Companies or any of the Merger Transactions. (e) The execution and delivery of this Agreement or by the Company Parties does not, and the performance of this Agreement and the consummation of the Merger Transactions will not, require any Consent of, or performance filing with or notification to, any Governmental Body, except (i) for (A) applicable requirements, if any, of the Exchange Act, the Securities Act and state securities or “blue sky” laws, (B) the pre-merger notification requirements of the HSR Act, if any, (C) the filing with the SEC of the Proxy Statement relating to the Merger to be sent to the Company’s shareholders, (D) any filings required under any securities exchange or quotation service and (E) filing of the Articles of Merger as required by the DLLCA and the NCBCA, respectively, and appropriate corresponding documents with the appropriate authorities in other states in which the Company is qualified as a foreign corporation to transact business; and (ii) where the failure to obtain such Consents, or to make such filings or notifications, would not, individually or in the aggregate, have a Material Adverse Effect on the Acquired Companies or any of the Contemplated Merger Transactions.

Authority; No Conflict. (a) This Agreement and the Closing Documents have been authorized by Purchaser’s board of directors and, to the extent required, the stockholders of Purchaser. This Agreement constitutes the legal, valid, and binding obligation of Purchaser, Buyer enforceable against Purchaser it in accordance with its terms, terms subject to bankruptcy bankruptcy, insolvency and other similar Legal Requirements laws of general applicability application relating to or affecting creditors’ creditors rights and to general equity equitable principles. Upon the execution and delivery by Purchaser Buyer of this Agreement and the Closing DocumentsCollateral Documents to which it is a party, and assuming due execution and delivery thereof by all other parties thereto, this Agreement and the Closing Collateral Documents to which Buyer is a party will constitute the legal, valid, and binding obligations of PurchaserBuyer, enforceable against Purchaser Buyer in accordance with their respective terms. Buyer has the absolute and unrestricted right, enforceable against Purchaser in accordance with their respective terms, subject to bankruptcy requisite corporate and other similar Legal Requirements of general applicability relating power, authority and capacity to or affecting creditors’ rights execute and deliver this Agreement and to general equity principlesperform its obligations under this Agreement and any of the Collateral Documents to which it is a party and to consummate the Contemplated Transactions, including without limitation without further approval or ratification by the participants of the Buyer KSOP. The execution, delivery and performance of this Agreement and the other Collateral documents to which Buyer is a party have been duly authorized by all requisite corporate or other action and Buyer. (b) Except as set forth in Part 4.2 Schedule 4.02(b) of the Purchaser Buyer Disclosure Schedule, or as would not have a material adverse effect on Purchaser’s ability to perform its obligations hereunderSchedules, neither the execution and execution, delivery nor performance of this Agreement by Purchaser or any of the Collateral Documents to which it is a party, nor the consummation or performance of any of the Contemplated Transactions by Purchaser will directly or indirectly (with or without notice or lapse of time):will: (i) contravene, conflict with with, or result in a violation of (A) any provision of Purchaser’s the Organizational Documents of Buyer, or (B) any resolution adopted by the board of directors or the stockholders of Purchaser; orBuyer; (ii) contravene, conflict with, or result in a violation of, or give any Governmental Body or other Person the right to challenge any of the Contemplated Transactions or to exercise any remedy or obtain any relief under, any Legal Requirement Law or Order to which Purchaser, Buyer or any of the assets Assets owned or used by PurchaserBuyer, may be subject. ; (iii) contravene, conflict with, or result in a violation of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate, or modify, any Governmental Authorization that is held by Buyer; (iv) contravene, conflict with, or result in a violation or breach of any provision of, or give any Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate, or modify, any Applicable Contract to which it is a party or to which its Assets are bound; or (v) result in the imposition or creation of any Encumbrance upon or with respect to any of the Assets owned or used by Buyer. (c) Except as set forth in Part 4.2 Schedule 4.02(c) of the Purchaser Buyer Disclosure ScheduleSchedules, Purchaser Buyer neither is not and nor will not be required to make any filing, give any notice to, or obtain any Consent or Governmental Authorization from any Person or Governmental Body in connection with the execution and delivery of this Agreement or the consummation or performance of any of the Contemplated Transactions.

Authority; No Conflict. (a) This Agreement and the Closing Documents Contemplated Transactions have been duly authorized by Purchaser’s board Buyer. Assuming the due execution and delivery of directors andthis Agreement by Seller, to the extent required, the stockholders of Purchaser. This this Agreement constitutes the legal, valid, and binding obligation of PurchaserBuyer, enforceable against Purchaser Buyer in accordance with its terms, except to the extent enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors' rights in general and subject to bankruptcy general principles of equity and other similar Legal Requirements the discretion of general applicability relating to or affecting creditors’ rights and to general equity principlescourts in granting equitable remedies. Upon the execution and delivery by Purchaser Buyer of the Closing DocumentsTransaction Documents to which Buyer is a party, and assuming the Closing due execution and delivery of such Transaction Documents by the other parties thereto, such Transaction Documents will constitute the legal, valid, and binding obligations of PurchaserBuyer, enforceable against Purchaser Buyer in accordance with their respective terms, enforceable against Purchaser except to the extent enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors' rights in accordance with their respective terms, general and subject to bankruptcy general principles of equity and other similar Legal Requirements the discretion of general applicability relating courts in granting equitable remedies. Buyer has the absolute and unrestricted right, power, authority, and capacity to or affecting creditors’ rights execute and deliver this Agreement and the Transaction Documents to which it will be a party and to general equity principlesperform its obligations under this Agreement and the Transaction Documents to which it will be a party. (b) Except as set forth in Part 4.2 of the Purchaser Disclosure Schedule, or as would not have a material adverse effect on Purchaser’s ability to perform its obligations hereunderSchedule 4.2, neither the execution and delivery of this Agreement by Purchaser Buyer nor the consummation or performance of any of the Contemplated Transactions by Purchaser 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 Organizational Documents; (ii) any resolution adopted by Buyer's Board of Directors and/or stockholders; (iii) any Legal Requirement or Order to which Buyer may be subject; or (iv) any Contract to which either Buyer is a party or by which Buyer may be bound. (c) Except as set forth in Schedule 4.2, neither the execution and delivery of this Agreement nor the consummation or performance of the transaction described in clause (a) of the definition of Contemplated Transactions will, directly or indirectly (with or without notice or lapse of time): (i) contravene, conflict with or result in a violation of (A) any provision of Purchaser’s Organizational Documents or (B) any resolution adopted by the board of directors or the stockholders of Purchaser; or (ii) contravene, conflict with, or result in a violation of, or give any Governmental Body or Person the right to challenge any of the Contemplated Transactions or to exercise any remedy or obtain any relief under, any Legal Requirement or any Order to which PurchaserBuyer is a party, or to which any of the assets owned or used by PurchaserBuyer is subject, may be subject. Except as set forth in Part 4.2 of the Purchaser Disclosure Schedule, Purchaser and Buyer is not and will not be required to obtain any Consent or Governmental Authorization from any Person in connection with the execution and delivery of this Agreement or the consummation or performance of any of the Contemplated Transactions.

Authority; No Conflict. (a) This Buyer has the full power and authority to execute and deliver this Agreement and the Closing Documents other documents contemplated hereby to which it is a party and to consummate the Contemplated Transactions. The execution and delivery of this Agreement and the other documents contemplated hereby to which Buyer is a party and the performance and consummation of the transactions contemplated hereby and thereby by Buyer have been duly authorized by Purchaser’s board all necessary corporate actions on the part of directors Buyer. Upon execution and delivery by Buyer of this Agreement and the other documents contemplated hereby to which Buyer is a party and, subject to the extent requireddue authorization, execution and delivery of such agreements by the stockholders other parties thereto, each of Purchaser. This this Agreement constitutes and the legal, valid, other documents contemplated hereby will constitute valid and binding obligation obligations of PurchaserBuyer, enforceable against Purchaser Buyer in accordance with its their terms, subject to bankruptcy except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar Legal Requirements of general applicability laws relating to or affecting creditors’ rights generally and to by general equitable principles (regardless of whether such enforceability is considered in a proceeding in equity principles. Upon the execution and delivery by Purchaser of the Closing Documents, the Closing Documents will constitute the legal, valid, and binding obligations of Purchaser, enforceable against Purchaser in accordance with their respective terms, enforceable against Purchaser in accordance with their respective terms, subject to bankruptcy and other similar Legal Requirements of general applicability relating to or affecting creditors’ rights and to general equity principlesat law). (b) Except as set forth in Part 4.2 of the Purchaser Disclosure Schedule, or as would not have a material adverse effect on Purchaser’s ability to perform its obligations hereunder, neither Neither the execution and delivery of this Agreement by Purchaser Buyer nor the consummation or performance of any of the Contemplated Transactions by Purchaser Buyer will directly give any Person the right to prevent, delay, or indirectly (otherwise interfere with or without notice or lapse any of time): (i) contravene, conflict with or result in a violation of (A) the Contemplated Transactions pursuant to: any provision of PurchaserBuyer’s Organizational Documents or (B) Documents; any resolution adopted by the board of directors or the stockholders of PurchaserBuyer; or (ii) contravene, conflict with, or result in a violation of, or give any Governmental Body or Person the right to challenge any of the Contemplated Transactions or to exercise any remedy or obtain any relief under, any Legal Requirement or Order order to which Purchaser, or any of the assets owned or used by Purchaser, Buyer may be subject. Except as set forth in Part 4.2 of the Purchaser Disclosure Schedule, Purchaser ; or any contract to which Buyer is not and will not a party or by which Buyer may 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 Transactionsbound.

Authority; No Conflict. (a) This Agreement and the Closing Documents have been authorized by Purchaser’s board of directors and, to the extent required, the stockholders of Purchaser. This Agreement constitutes the legal, valid, and binding obligation of PurchaserBuyer, enforceable against Purchaser Buyer in accordance with its terms, subject to bankruptcy except that enforceability of this Agreement may be limited by (i) bankruptcy, insolvency, moratorium, reorganization and other similar Legal Requirements of general applicability relating to or laws affecting creditors’ rights generally and (ii) general principles of equity, regardless of whether asserted in a proceeding in equity or at law. Buyer has the absolute and unrestricted right, power and authority to execute and deliver this Agreement and to general equity principles. Upon the execution and delivery by Purchaser of the Closing Documents, the Closing Documents will constitute the legal, valid, and binding perform its obligations of Purchaser, enforceable against Purchaser in accordance with their respective terms, enforceable against Purchaser in accordance with their respective terms, subject to bankruptcy and other similar Legal Requirements of general applicability relating to or affecting creditors’ rights and to general equity principlesunder this Agreement. (b) Except as set forth in Part 4.2 of the Purchaser Disclosure Schedule, or as would not have a material adverse effect on Purchaser’s ability to perform its obligations hereunder, neither Neither the execution and delivery of this Agreement by Purchaser Buyer nor the consummation or performance of any of the Contemplated Transactions by Purchaser Buyer will directly give any Person the right to prevent, delay or indirectly (otherwise interfere with or without notice or lapse any of time): the Transactions pursuant to: (i) contravene, conflict with or result in a violation of (A) any provision of PurchaserBuyer’s Organizational Documents or Documents; (Bii) any resolution adopted by the board of directors or the stockholders of PurchaserBuyer except as would not have a materially adverse impact on Buyer’s ability to consummate the Transactions; or (iiiii) contravene, conflict with, or result in a violation of, or give any Governmental Body or Person the right to challenge any (assuming receipt of the Contemplated Transactions or to exercise any remedy or obtain any relief under, Antitrust Approvals) any Legal Requirement or Order to which Purchaser, or any of the assets owned or used by Purchaser, Buyer may be subjectsubject except as would not have a materially adverse impact on Buyer’s ability to consummate the Transactions; or (iv) any Contract to which Buyer is a party or by which Buyer may be bound except as would not have a materially adverse impact on Buyer’s ability to consummate the Transactions. Except as set forth in Part 4.2 of for the Purchaser Disclosure ScheduleAntitrust Approvals, Purchaser 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.

Authority; No Conflict. (a) This Agreement The Purchaser has all requisite power and capacity to execute, deliver and perform the Transaction Agreements to which it is a party and to consummate the transactions contemplated hereby and thereby, and the Closing Documents have been authorized Purchaser has taken all necessary action to authorize the execution and delivery by Purchaser’s board Purchaser of directors andthe Transaction Agreements to which it is a party and the consummation of the transactions contemplated hereby and thereby. The Transaction Agreements to which the Purchaser is a party are, to assuming due authorization, execution and delivery by the extent requiredCompany and the other parties thereto, the stockholders of Purchaser. This Agreement constitutes the legal, valid, valid and binding obligation of the Purchaser, enforceable against the Purchaser in accordance with its terms, subject to bankruptcy except as such enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar Legal Requirements laws of general applicability relating to or affecting creditors’ rights rights, and to general equity principles. Upon the execution and delivery by Purchaser equitable principles (regardless of the Closing Documents, the Closing Documents will constitute the legal, valid, and binding obligations of Purchaser, enforceable against Purchaser whether such enforceability is considered in accordance with their respective terms, enforceable against Purchaser a proceeding at law or in accordance with their respective terms, subject to bankruptcy and other similar Legal Requirements of general applicability relating to or affecting creditors’ rights and to general equity principlesequity). (b) Except as set forth in Part 4.2 The execution and delivery by the Purchaser of the Transaction Agreements to which it is a party do not, and the performance by the Purchaser of its obligations hereunder and thereunder will not, (i) violate any provision of the Organization Documents of the Purchaser, (ii) violate any Legal Requirement applicable to the Purchaser or by which any property or asset of the Purchaser Disclosure Scheduleis bound or affected or (iii) result in a breach or violation of any of the terms or provisions of, or as constitute a default (or an event which with notice or lapse of time or both would not become a default) under, or give to others any right of termination, recapture, amendment, acceleration or cancellation of, or result in the creation of an Encumbrance on any property or assets of the Purchaser pursuant to, any Contract to which the Purchaser is a party, or other instrument or obligation of or Government Authorization held by the Purchaser, except, with respect to clauses (ii) and (iii), for any such violations, breaches, defaults, Encumbrances or other occurrences which would not, individually or in the aggregate, have a material adverse effect on Purchaser’s ability to perform its obligations hereunder, neither the Purchaser Material Adverse Effect. (c) The execution and delivery by the Purchaser of this Agreement by Purchaser nor the consummation or Transaction Agreements to which it is a party do not, and the performance of any such Transaction Agreements and of the Contemplated Transactions by the Purchaser will directly not, require any Consent of, or indirectly (with or without notice or lapse of time): (i) contravene, conflict with or result in a violation of (A) any provision of Purchaser’s Organizational Documents or (B) any resolution adopted by the board of directors or the stockholders of Purchaser; or (ii) contravene, conflict filing with, or result in a violation ofnotification to, or give any Governmental Body or Person the right any other Person, except where failure to challenge any of the Contemplated Transactions obtain such Consents, or to exercise any remedy make such filings or obtain any relief undernotifications, any Legal Requirement would not, individually or Order to which Purchaserin the aggregate, or any of the assets owned or used by Purchaser, may be subject. Except as set forth in Part 4.2 of the have a Purchaser Disclosure Schedule, Purchaser 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 TransactionsMaterial Adverse Effect.

Authority; No Conflict. (a) This Buyer has full corporate power and authority to execute this Agreement and other agreements, documents and other instruments executed and delivered in connection with this Agreement to which Buyer is a party (the "Buyer Ancillary --------------- Documents"), and to consummate the transactions contemplated herein and therein. --------- The execution and delivery by Buyer of this Agreement and the Closing Documents Buyer Ancillary Documents, and the consummation by Buyer of the transactions contemplated herein and therein, have been duly authorized by Purchaser’s board of directors and, to the extent required, the stockholders of Purchaser. all necessary corporate action. (b) This Agreement constitutes the legal, valid, valid and binding obligation of PurchaserBuyer, enforceable against Purchaser Buyer in accordance with its terms, subject to bankruptcy the Bankruptcy and other similar Legal Requirements of general applicability relating to or affecting creditors’ rights and to general equity principlesEquity Exception. Upon the execution and delivery by Purchaser Buyer of the Closing Buyer Ancillary Documents, the Closing Buyer Ancillary Documents will constitute the legal, valid, valid and binding obligations of PurchaserBuyer, enforceable against Purchaser in accordance with their respective terms, enforceable against Purchaser Buyer in accordance with their respective terms, subject to bankruptcy the Bankruptcy and other similar Legal Requirements of general applicability relating Equity Exception. Buyer has the absolute and unrestricted right, power and authority to or affecting creditors’ rights execute and deliver this Agreement and the Buyer Ancillary Documents and to general equity principlesperform its obligations under this Agreement and the Buyer Ancillary Documents. (bc) Except as set forth in Part 4.2 of the Purchaser Disclosure Schedule, or as would not have a material adverse effect on Purchaser’s ability to perform its obligations hereunderSchedule 4.2, neither the execution and ------------ delivery of this Agreement by Purchaser Buyer nor the consummation or performance of any of the Contemplated Transactions transactions contemplated in this Agreement by Purchaser Buyer will directly give any Person the right to prevent, delay or indirectly (otherwise interfere with or without notice or lapse any of time):the transactions contemplated in this Agreement pursuant to: (i) contravene, conflict with or result in a violation of (A) any provision of Purchaser’s Buyer's Organizational Documents or Documents; (Bii) any resolution adopted by the board of directors or the stockholders of Purchaser; orBuyer; (iiiii) contravene, conflict with, or result in a violation of, or give any Governmental Body or Person the right to challenge any of the Contemplated Transactions or to exercise any remedy or obtain any relief under, any Legal Requirement or Order to which Purchaser, or any of the assets owned or used by Purchaser, 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 Part 4.2 of for filings required under the Purchaser Disclosure ScheduleHSR Act, Purchaser 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 Transactionstransactions contemplated in this Agreement.

Authority; No Conflict. (a) This Agreement and the Closing Documents have been authorized by Purchaser’s board of directors and, to the extent required, the stockholders of Purchaser. This Agreement constitutes the legal, valid, and binding obligation of PurchaserBuyer, enforceable against Purchaser Buyer in accordance with its terms, subject to bankruptcy and other similar Legal Requirements of general applicability relating to or affecting creditors’ rights and to general equity principles. Upon the execution and delivery by Purchaser Buyer of the Employment Agreements, the Non- Competition Agreement, the Intellectual Property Assignment, the Management Agreement, and the Buyer's Closing Certificate (collectively, the "Buyer's Closing Documents"), the Buyer's Closing Documents will constitute the legal, valid, and binding obligations of PurchaserBuyer, enforceable against Purchaser Buyer in accordance with their respective terms. Buyer has the absolute and unrestricted right, enforceable against Purchaser in accordance with their respective termspower, subject and authority to bankruptcy execute and other similar Legal Requirements of general applicability relating to or affecting creditors’ rights deliver this Agreement and the Buyer's Closing Documents and to general equity principlesperform its obligations under this Agreement and the Buyer's Closing Documents. (b) Except for any filings or approvals in order to comply with Legal Requirements, including obtaining appropriate Governmental Authorizations (as set forth contemplated in Part 4.2 of the Purchaser Disclosure Schedule, or as would not have a material adverse effect on Purchaser’s ability to perform its obligations hereunderSection 6.1), neither the execution and delivery of this Agreement by Purchaser Buyer nor the consummation or performance of any of the Contemplated Transactions by Purchaser Buyer will directly give any Person the right to prevent, delay, or indirectly (otherwise interfere with or without notice or lapse any of time):the Contemplated Transactions pursuant to: (i) contravene, conflict with or result in a violation of (A) any provision of Purchaser’s Buyer's Organizational Documents or Documents; (Bii) any resolution adopted by the board of directors or the stockholders of PurchaserBuyer; (iii) any Order to which Buyer may be subject; or (iiiv) contravene, conflict with, or result in a violation of, or give any Governmental Body or Person the right to challenge any of the Contemplated Transactions or to exercise any remedy or obtain any relief under, any Legal Requirement or Order contract to which Purchaser, Buyer is a party or any of the assets owned or used by Purchaser, which Buyer may be subjectbound. Except for any filings or approvals in order to comply with Legal Requirements, including obtaining appropriate Governmental Authorizations (as set forth contemplated in Part 4.2 of the Purchaser Disclosure ScheduleSection 6.1), Purchaser 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.

Authority; No Conflict. (a) This Agreement and the Closing Documents have been authorized by Purchaser’s board of directors and, to the extent required, the stockholders of Purchaser. This Agreement constitutes the legal, valid, and binding obligation of PurchaserBuyer, enforceable against Purchaser Buyer in accordance with its terms, subject to bankruptcy and other except as enforcement may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization or similar Legal Requirements of general applicability laws relating to or affecting creditors’ rights generally and to general equity by equitable principles. Upon the execution and delivery by Purchaser Buyer of the Closing DocumentsTransaction Documents to which it is a party, the Closing such Transaction Documents will constitute the legal, valid, and binding obligations of PurchaserBuyer, enforceable against Purchaser Buyer in accordance with their respective terms, enforceable against Purchaser in accordance with their respective termsexcept as enforcement may be limited by bankruptcy, subject to bankruptcy and other insolvency, fraudulent conveyance, reorganization or similar Legal Requirements of general applicability laws relating to or affecting creditors’ rights generally and by equitable principles. Buyer has the corporate power and authority to execute and deliver this Agreement and the Transaction Documents to which it is a party and to general equity principlesperform its obligations hereunder and thereunder. (b) Except as set forth in Part 4.2 of the Purchaser Disclosure Schedule, or as would not have a material adverse effect on Purchaser’s ability to perform its obligations hereunder, neither Neither the execution and delivery of this Agreement by Purchaser Buyer nor the consummation or performance of any of the Contemplated Transactions by Purchaser Buyer will directly give any Person the right to prevent, delay, or indirectly (otherwise interfere with or without notice or lapse any of time): the Contemplated Transactions pursuant to (i) contravene, conflict with or result in a violation of (A) any provision of PurchaserBuyer’s Organizational Documents or Documents; (Bii) any resolution adopted by the board of directors or the stockholders of PurchaserBuyer; or (iiiii) contravene, conflict with, or result in a violation of, or give any Governmental Body or Person the right to challenge any of the Contemplated Transactions or to exercise any remedy or obtain any relief under, any Legal Requirement or Order to which Purchaser, or any of the assets owned or used by Purchaser, 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 Part 4.2 of the Purchaser Disclosure Schedulecontemplated by Section 8.2 hereof, Purchaser 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.

Authority; No Conflict. (a) This Agreement and the Closing Documents have been authorized by Purchaser’s board of directors and, to the extent required, the stockholders of Purchaser. This Agreement constitutes the legal, valid, valid and binding obligation of Purchasereach of the Sellers, ACAS, Holdings and the Company, enforceable against Purchaser each of them in accordance with its terms. Each of CPM Partners, ACAS, the Company and Holdings has the power and authority to execute and deliver this Agreement and to perform their respective obligations hereunder. Each of the Individual Sellers has the right, power, authority and capacity to execute and deliver this Agreement and to perform their respective obligations hereunder. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of CPM Partners, ACAS, Holdings and the Company. The execution and delivery of the Escrow Agreement and the performance of the Company’s, CPM Partners’, ACAS’s and Holdings’ respective obligations thereunder have been duly authorized by all necessary corporate action on the part of the Company, CPM Partners, ACAS and Holdings, respectively. This Agreement has been duly executed and delivered by the Sellers, ACAS, Holdings and the Company and constitutes a valid and binding agreement of each of them, enforceable against them in accordance with its terms, subject to bankruptcy except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar Legal Requirements of general applicability laws relating to or affecting creditors’ creditors rights and to generally, or by general equity principles. Upon the execution and delivery by Purchaser Sellers, ACAS and the Company of the Closing DocumentsEscrow Agreement, the Closing Documents Escrow Agreement will constitute the legal, valid, and binding obligations obligation of PurchaserSellers, ACAS and the Company, enforceable against Purchaser Sellers, ACAS and the Company in accordance with their respective its terms, enforceable against Purchaser in accordance with their respective termsexcept as such enforceability may be limited by bankruptcy, subject to bankruptcy insolvency, reorganization, moratorium and other similar Legal Requirements of general applicability laws relating to or affecting creditors’ creditors rights and to generally, or by general equity principles. (b) Except as set forth in Part 4.2 3.2 of the Purchaser Disclosure Schedule, or as would not have a material adverse effect on Purchaser’s ability to perform its obligations hereunderLetter, neither the execution and delivery of this Agreement by Purchaser and the Escrow Agreement nor the consummation or performance of any of the Contemplated Transactions by Purchaser will will, directly or indirectly (with or without notice or lapse of time): (i) contravene, conflict with or result in a violation of (A) any provision of Purchaser’s the Organizational Documents or (B) any resolution adopted by the board of directors CPM Partners, ACAS, Holdings or the stockholders of Purchaser; Company, or (ii) contravene, conflict with, or result in a violation of, or give any Governmental Body or Person the right to challenge any of the Contemplated Transactions or to exercise any remedy or obtain any relief under, any Legal Requirement or Order to which Purchaser, or any of the assets owned or used by Purchaser, may be subject. Except as set forth in Part 4.2 of the Purchaser Disclosure Schedule, Purchaser 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.

Authority; No Conflict. (a) This Agreement and the Closing Documents have been authorized by Purchaser’s board of directors and, to the extent required, the stockholders of Purchaser. This Agreement constitutes the legal, valid, valid and binding obligation of PurchaserBuyer, enforceable against Purchaser Buyer in accordance with its terms, subject to bankruptcy and other similar Legal Requirements of general applicability relating to or affecting creditors’ rights and to general equity principles. Upon the execution and delivery by Purchaser Buyer of the Assignment and Assumption Agreement, the Escrow Agreement, the Fabri and Kifer Letter Agreements, and each other agreement to be executed or dexxxxxed by Buyer at Closing (collectively, the "Buyer's Closing Documents"), each of the Buyer's Closing Documents will constitute the legal, valid, valid and binding obligations obligation of PurchaserBuyer, enforceable against Purchaser Buyer in accordance with their its respective terms. Buyer has the absolute and unrestricted right, enforceable against Purchaser in accordance with their respective terms, subject power and authority to bankruptcy execute and other similar Legal Requirements of general applicability relating to or affecting creditors’ rights deliver this Agreement and the Buyer's Closing Documents and to general equity principlesperform its obligations under this Agreement and the Buyer's Closing Documents, and such action has been duly authorized by all necessary corporate action. (b) Except as set forth in Part 4.2 of the Purchaser Disclosure Schedule, or as would not have a material adverse effect on Purchaser’s ability to perform its obligations hereunder, neither Neither the execution and delivery of this Agreement by Purchaser Buyer nor the consummation or performance of any of the Contemplated Transactions by Purchaser Buyer will directly give any Person the right to prevent, delay or indirectly (otherwise interfere with or without notice or lapse any of time):the Contemplated Transactions pursuant to: (i) contravene, conflict with or result in a violation of (A) any provision of Purchaser’s Organizational Documents or Buyer's Governing Documents; (Bii) any resolution adopted by the board of directors or the stockholders shareholders of Purchaser; orBuyer; (iiiii) contravene, conflict with, or result in a violation of, or give any Governmental Body or Person the right to challenge any of the Contemplated Transactions or to exercise any remedy or obtain any relief under, any Legal Requirement or Order to which Purchaser, or any of the assets owned or used by Purchaser, 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 Part 4.2 of the Purchaser Disclosure Schedule, Purchaser 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.

Authority; No Conflict. (a) This Agreement Each of Buyer and Buyer Parent has the requisite corporate power and authority to enter into and to consummate the Contemplated Transactions and otherwise to carry out their obligations hereunder. The execution and delivery of the Transaction Agreements by Buyer and Buyer Parent and the Closing Documents consummation by each of them of the Contemplated Transactions have been duly authorized by Purchaser’s board all necessary action on the part of directors andBuyer and Buyer Parent and no further action is required by Buyer or Buyer Parent, subject to regulatory approval under applicable securities laws and regulations. The Agreement has been, and the other Transaction Agreements will be when executed by Buyer and Buyer Parent (to the extent requiredeach is a party), duly executed by Buyer and Buyer Parent and, assuming each of the stockholders of Purchaser. This Agreement Transaction Agreements constitutes the legal, valid, a valid and binding obligation of Purchaserthe Selling Parties, the Agreement constitutes, and each of the other Transaction Agreements when executed by Buyer and Buyer Parent (to the extent each is party) will constitute, a valid and binding agreement of Buyer and Buyer Parent enforceable against Purchaser them in accordance with its their respective terms, subject subject, however, as to bankruptcy enforcement, to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar Legal Requirements laws of general applicability relating to or affecting creditors’ ' rights and to general principles of equity, regardless of whether such enforceability is considered in equity principles. Upon the execution and delivery by Purchaser of the Closing Documents, the Closing Documents will constitute the legal, valid, and binding obligations of Purchaser, enforceable against Purchaser in accordance with their respective terms, enforceable against Purchaser in accordance with their respective terms, subject to bankruptcy and other similar Legal Requirements of general applicability relating to or affecting creditors’ rights and to general equity principlesat law. (b) Except as set forth in Part 4.2 Subject to regulatory approval under applicable securities laws and regulations, including those of the Purchaser Disclosure Scheduleany stock exchanges, or as would not have a material adverse effect on Purchaser’s ability to perform its obligations hereunder, neither the execution and delivery of this Agreement by Purchaser nor the Transaction Agreements do not, and the consummation or performance of any of the Contemplated Transactions by Purchaser and compliance with the provisions of the Transaction Agreements will directly not, conflict with, or indirectly result in any violation of or default (with or without notice or lapse of time): (i, or both) contraveneunder, conflict with or result in give rise to a violation right of (A) termination, cancellation or acceleration of any provision obligation or to loss of Purchaser’s Organizational Documents or (B) any resolution adopted by the board of directors or the stockholders of Purchaser; or (ii) contravene, conflict witha material benefit under, or result in the creation of any Encumbrance upon any of the properties or assets of Buyer or Buyer Parent pursuant to, any provision of: (a) the Certificate of Incorporation or bylaws of Buyer or Buyer Parent; (b) any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise or license applicable to Buyer or Buyer Parent or their respective properties or assets; or (c) subject to the governmental filings and other matters referred to in SECTION 4.3(B), any statute, law, rule, regulation, judgment, order or decree applicable to Buyer or Buyer Parent or their respective properties or assets, other than with respect to any of the matters described in this SECTION 4.3(B), any such conflicts, violations, defaults, rights or Encumbrances that individually or in the aggregate would not reasonably be expected to have a violation ofMaterial Adverse Effect on Buyer or Buyer Parent, as the case may be, or give any Governmental Body prevent or Person materially delay the right to challenge consummation of any of the Contemplated Transactions Transactions. (c) No consent, approval, order or to exercise any remedy authorization of, or obtain any relief underregistration, declaration or filing with, any Legal Requirement Governmental Body is required by or Order with respect to which Purchaser, Buyer or any of the assets owned or used by Purchaser, may be subject. Except as set forth in Part 4.2 of the Purchaser Disclosure Schedule, Purchaser is not and will not be required to obtain any Consent from any Person Buyer Parent in connection with the execution and delivery of this the Agreement by Buyer or Buyer Parent or the consummation by Buyer or performance Buyer Parent of the Contemplated Transactions, except for: (i) approval for the listing of the Buyer Shares on The Toronto Stock Exchange and for a quotation on the Nasdaq National Market; (ii) such filings, consents, approvals, orders, registrations and declarations as may be necessary as a result of the issuance of the Buyer Shares, including any orders pursuant to any applicable securities law or any facts or circumstances relating solely to Buyer Parent; and (iii) such other consents, approvals, orders, authorizations, registrations, declarations and filings the failure of which to be obtained or made would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect or prevent or materially delay the consummation of any of the Contemplated Transactions.

Authority; No Conflict. (a) This Seller has the full corporate power and authority to enter into, and to perform its obligations under this Agreement and any other agreement to be entered into by Seller in connection with the Closing Documents transactions contemplated hereby. The execution, delivery and performance of this Agreement by Seller and any other agreement to be entered into by Seller in connection with the transactions contemplated hereby have been duly and properly authorized by Purchaser’s board of directors and, to the extent required, the stockholders of Purchaserproper corporate action in accordance with applicable Legal Requirements and its Organizational Documents. This Agreement constitutes (and any other agreement to be entered into by Seller in connection with the legaltransactions contemplated hereby will constitute) the lawful, valid, valid and legally binding obligation of PurchaserSeller, enforceable against Purchaser it in accordance with its terms, subject to bankruptcy and except as enforceability may be limited by bankruptcy, insolvency or other similar Legal Requirements laws of general applicability relating to or application affecting the enforcement of creditors’ rights and to by general equity equitable principles. Upon Except as set forth on Schedule 2.2, the execution, delivery and performance of this Agreement and any other agreement to be entered into by Seller in connection with the transactions contemplated hereby will not: (i) violate or conflict with any material provision of, constitute a default or breach of any material contract, lease, agreement, indenture, mortgage, pledge, sublease, option, assignment, permit, license, approval or other commitment to which Seller is a party or is subject to or by which Seller is bound, or any Order; (ii) result in the acceleration or mandatory prepayment of any Indebtedness of Seller; or (iii) result in the creation of any Encumbrance of any kind or the termination or acceleration of any Indebtedness or other obligation of Seller, as such as would not be material to the Business. Except with respect to the Required Permits and Governmental Approvals, no approval, authorization, registration, notice, consent, order or other action of or filing with any Governmental Authority, is required for the execution and delivery by Purchaser of the Closing Documents, the Closing Documents will constitute the legal, valid, and binding obligations of Purchaser, enforceable against Purchaser in accordance with their respective terms, enforceable against Purchaser in accordance with their respective terms, subject to bankruptcy and other similar Legal Requirements of general applicability relating to or affecting creditors’ rights and to general equity principles. (b) Except as set forth in Part 4.2 of the Purchaser Disclosure Schedule, or as would not have a material adverse effect on Purchaser’s ability to perform its obligations hereunder, neither the execution and delivery Seller of this Agreement by Purchaser nor the consummation or performance of any of the Contemplated Transactions by Purchaser will directly or indirectly (with or without notice or lapse of time): (i) contravene, conflict with or result in a violation of (A) any provision of Purchaser’s Organizational Documents or (B) any resolution adopted by the board of directors or the stockholders of Purchaser; or (ii) contravene, conflict with, or result in a violation of, or give any Governmental Body or Person the right to challenge any of the Contemplated Transactions or to exercise any remedy or obtain any relief under, any Legal Requirement or Order to which Purchaser, or any of the assets owned or used other agreement to be entered into by Purchaser, may be subject. Except as set forth in Part 4.2 of the Purchaser Disclosure Schedule, Purchaser is not and will not be required to obtain any Consent from any Person Seller in connection with the execution and delivery of this Agreement transactions contemplated hereby or the consummation or performance of any by Seller of the Contemplated Transactionstransactions contemplated or required hereby or thereby.

Authority; No Conflict. (a) This The Company has all necessary corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder, and, subject to the approvals described in Section 4.2(b), to consummate the Merger Transactions. The Company Parties have taken all steps necessary to (i) cause the Merger Transactions to comply with or be exempted from any Organizational Document of any of the Acquired Companies that would otherwise prohibit, hinder or delay such transactions and (ii) render any and all limitations on ownership of (A) Company Common Stock and (B) Common Units, including the ownership limit set forth in the Organizational Documents of the Company and the Operating Partnership Agreement, inapplicable to the Merger Transactions. (b) Except for the approvals described in the following sentence, the execution, delivery and performance by the Company of this Agreement and the Closing Documents consummation of the Merger Transactions have been duly and validly authorized by Purchaser’s board all necessary corporate action on behalf of directors andthe Company. No other corporate proceeding on the part of the Company is necessary to authorize this Agreement or to consummate the Merger Transactions, other than (i) the affirmative approval of the Merger by at least a majority of all the votes entitled to be cast on the extent requiredmatter by the holders of all outstanding shares of Company Common Stock (the “Required Company Shareholder Vote”) and (ii) the execution, filing with, and the stockholders acceptance for record by the Secretary of PurchaserState of the State of North Carolina of the Articles of Merger as required by the Secretary of State of the State of North Carolina. This Agreement has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery by each of the Buyer Parties, constitutes the a legal, valid, valid and binding obligation of Purchaserthe Company, enforceable against Purchaser the Company in accordance with its terms, subject to bankruptcy except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and other similar Legal Requirements laws of general applicability relating to or affecting creditors’ rights or by general equitable principles. (c) The Operating Partnership (through the Company as its sole general partner) has all necessary partnership power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the Merger Transactions. The execution, delivery and performance by the Operating Partnership of this Agreement and the consummation by the Operating Partnership of the Merger Transactions, have been duly and validly authorized by all necessary partnership proceedings on behalf of the Operating Partnership, including by all necessary action of the general partner of the Operating Partnership, and no other partnership proceedings are necessary to authorize this Agreement or to consummate the Merger Transactions. Other than the approval of the general partner of the Operating Partnership, which approval has been obtained, and the Required Company Shareholder Vote, no other vote or approval of the holders of any class or series of the capital stock, partnership interests or other equity principlesinterest of any of the Acquired Companies are necessary to approve the Merger Transactions. Upon This Agreement has been duly and validly executed and delivered by the Operating Partnership (and by the Company on behalf of the Operating Partnership) and, assuming the due authorization, execution and delivery by Purchaser each of the Closing DocumentsBuyer Parties, the Closing Documents will constitute the constitutes a legal, valid, valid and binding obligations obligation of Purchaserthe Operating Partnership, enforceable against Purchaser it in accordance with their respective its terms, enforceable against Purchaser in accordance with their respective termsexcept as enforceability may be limited by applicable bankruptcy, subject to bankruptcy insolvency, reorganization, moratorium, fraudulent transfer and other similar Legal Requirements laws of general applicability relating to or affecting creditors’ rights and to or by general equity equitable principles. (bd) Except Subject to the Required Company Shareholder Vote, except as set forth in Part 4.2 Section 4.2(d) of the Purchaser Disclosure Schedule, or as would not have a material adverse effect on Purchaser’s ability to perform its obligations hereunderLetter, neither the execution and delivery of this Agreement by Purchaser nor the consummation or performance of any of the Contemplated Merger Transactions by Purchaser will do or will, directly or indirectly (with or without notice or lapse of time): time or both): (i) contravene, conflict with with, or result in a violation of (A) any provision of Purchaser’s the Organizational Documents of any of the Acquired Companies or, to the knowledge of the Acquired Companies, the Organizational Documents of any of the Minority JV Entities, or (B) any resolution adopted by the board of directors (or similar governing body) or the stockholders shareholders (or similar holders of Purchaserequity therein) of any of the Acquired Companies or, to the knowledge of the Acquired Companies, such resolutions of any of the Minority JV Entities; or (ii) contravene, conflict with, with or result in a violation of, or give any Governmental Body or Person the right to challenge any of the Contemplated Transactions or to exercise any remedy or obtain any relief under, any Legal Requirement or Order any order, writ, injunction or decree to which Purchaserany of the Acquired Companies or, to the knowledge of the Acquired Companies, any of the Minority JV Entities, or any of the assets owned or used by Purchaserany of the Acquired Companies or, to the knowledge of the Acquired Companies, any of the Minority JV Entities, is or may be subject. Except as set forth ; (iii) contravene, conflict with or result in Part 4.2 a violation of any of the Purchaser Disclosure Scheduleterms or requirements of, Purchaser or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is not and will not held by any of the Acquired Companies or, to the knowledge of the Acquired Companies, any of the Minority JV Entities, or that otherwise relates to the business of, or any of the assets owned or used by, any of the Acquired Companies or, to the knowledge of the Acquired Companies, any of the Minority JV Entities; (iv) cause any of the Acquired Companies or, to the knowledge of the Acquired Companies, any of the Minority JV Entities, to become subject to, or to become liable for the payment of, any Tax; (v) cause any of the assets owned by any of the Acquired Companies or, to the knowledge of the Acquired Companies, any of the Minority JV Entities, to be required reassessed or revalued by any Taxing Authority or other Governmental Body; (vi) contravene, conflict with or result in a violation or breach of any provision of, or result in the loss of any material right or benefit under, or give any Person the right to obtain declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate or modify, any Material Contract; (vii) require a Consent from any Person Person; or (viii) result in connection the imposition or creation of any Encumbrance, other than any Permitted Encumbrance, upon or with respect to any of the assets owned or used by any of the Acquired Companies or, to the knowledge of the Acquired Companies, any of the Minority JV Entities, except, in the case of clauses (iii), (iv), (v), (vi), (vii) and (viii) above, for any such contraventions, conflicts, violations, breaches, defaults or other occurrences that would not, individually or in the aggregate, have a Material Adverse Effect on the Acquired Companies or any of the Merger Transactions. (e) The execution and delivery of this Agreement or by the Company Parties does not, and the performance of this Agreement and the consummation of the Merger Transactions will not, require any Consent of, or performance filing with or notification to, any Governmental Body, except (i) for (A) applicable requirements, if any, of the Exchange Act, the Securities Act and state securities or “blue sky” laws, (B) the pre-merger notification requirements of the HSR Act, if any, (C) the filing with the SEC of the Proxy Statement relating to the Merger to be sent to the Company’s shareholders, (D) any filings required under any securities exchange or quotation service and (E) filing of the Articles of Merger as required by the NCBCA and appropriate corresponding documents with the appropriate authorities in other states in which the Company is qualified as a foreign corporation to transact business; and (ii) where the failure to obtain such Consents, or to make such filings or notifications, would not, individually or in the aggregate, have a Material Adverse Effect on the Acquired Companies or any of the Contemplated Merger Transactions.

Authority; No Conflict. (a) This Agreement and the Closing Documents have been authorized by Purchaser’s board of directors and, to the extent required, the stockholders of Purchaser. This Agreement constitutes the legal, valid, valid and binding obligation of PurchaserHoldings, enforceable against Purchaser Holdings in accordance with its terms, subject to except as enforceability may be limited by bankruptcy and laws, other similar Legal Requirements of general applicability relating to or laws affecting creditors’ rights and to general principles of equity principlesaffecting the availability of specific performance and other equitable remedies. Upon the execution and delivery by Purchaser Holdings of each of the documents and instruments to be executed and delivered by Holdings at the Closing pursuant to Section 1.4(b) (collectively, the “Holdings’ Closing Documents”), the each of Holdings’ Closing Documents will constitute the legal, valid, valid and binding obligations obligation of PurchaserHoldings, enforceable against Purchaser Holdings in accordance with their respective its terms, enforceable against Purchaser in accordance with their respective termsexcept as enforceability may be limited by bankruptcy laws, subject to bankruptcy and other similar Legal Requirements of general applicability relating to or laws affecting creditors’ rights and general principles of equity affecting the availability of specific performance and other equitable remedies. Holdings has the right, power and authority to general equity principlesexecute and deliver this Agreement and the Holdings’ Closing Documents and to perform its obligations under this Agreement and the Holdings’ Closing Documents, and such action has been duly authorized by all necessary corporate action by Holdings. (b) Except as set forth in Part 4.2 of the Purchaser Disclosure Schedule, or as would not have a material adverse effect on Purchaser’s ability to perform its obligations hereunder, neither Neither the execution and delivery of this Agreement by Purchaser Holdings nor the consummation or performance of any of the Contemplated Transactions transactions contemplated hereby by Purchaser Holdings will directly give any Person the right to prevent, delay or indirectly (otherwise interfere with or without notice or lapse any of time): the transactions contemplated hereby pursuant to (i) contravene, conflict with or result in a violation of (A) any provision of Purchaser’s Organizational Documents Holdings’ articles of incorporation or (B) any resolution adopted by the board of directors or the stockholders of Purchaserbylaws; or (ii) contravene, conflict with, or result in a violation of, or give any Governmental Body or Person the right to challenge any of the Contemplated Transactions or to exercise any remedy or obtain any relief under, any Legal Requirement or Order to which Purchaser, Holdings or its assets are subject; or (iii) any of the assets owned contract or used agreement to which Holdings is a party or by Purchaser, which Holdings may be subject. Except as set forth in Part 4.2 of the Purchaser Disclosure Schedule, Purchaser bound. (c) Holdings 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 hereby that has not already been obtained.

Authority; No Conflict. (a) This Agreement Assuming the execution and the Closing Documents have been authorized delivery by Purchaser’s board Seller of directors andthis Agreement, to the extent required, the stockholders of Purchaser. This this Agreement constitutes the legal, valid, and binding obligation of PurchaserBuyer, enforceable against Purchaser Buyer in accordance with its terms, subject to bankruptcy except as enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity and other by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Legal Requirements of general applicability relating to or affecting laws effecting creditors’ ' rights and to general equity principles. Upon remedies generally, and upon the execution and delivery by Purchaser Buyer of the other documents to be executed and delivered by Buyer pursuant to this Agreement (collectively, "Buyer's Closing Documents"), the Buyer's Closing Documents will constitute the legal, valid, and binding obligations of PurchaserBuyer, enforceable against Purchaser Buyer in accordance with their respective terms, enforceable against Purchaser except as enforcement may be limited by general principles of equity whether applied in accordance with their respective termsa court of law or a court of equity and by bankruptcy, subject to bankruptcy insolvency, fraudulent transfer, reorganization, moratorium and other similar Legal Requirements of general applicability relating to or affecting laws effecting creditors’ ' rights and remedies generally. Buyer has the legal right, power, and authority to general equity principlesexecute and deliver this Agreement and Buyer's Closing Documents and to perform its obligations under this Agreement and Buyer's Closing Documents. The execution and delivery by Buyer of, and the performance by Buyer of its obligations under, this Agreement and Buyer's Closing Documents, have been duly authorized by all requisite corporate action on the part of Buyer and no other corporate proceedings on the part of Buyer are necessary to authorize this Agreement, Buyer's Closing Documents or the consummation of the Contemplated Transactions. (b) Except as set forth in Part 4.2 of the Purchaser Disclosure Schedulefor MMS and State Consents, or as would not have and except with respect to matters subject to a material adverse effect on Purchaser’s ability to perform its obligations hereunderRoutine Governmental Approval, neither the execution and delivery of this Agreement by Purchaser Buyer nor the consummation or performance of any of the Contemplated Transactions by Purchaser Buyer will directly give any Person the right to prevent, delay, or indirectly (otherwise interfere with or without notice or lapse any of time):the Contemplated Transactions pursuant to: (i) contravene, conflict with or result in a violation of (A) any provision of Purchaser’s Buyer's Organizational Documents or Documents; (Bii) any resolution adopted by the board of directors or the stockholders of Purchaser; orBuyer; (iiiii) contravene, conflict with, or result in a violation of, or give any Governmental Body or Person the right to challenge any of the Contemplated Transactions or to exercise any remedy or obtain any relief under, any Legal Requirement or Order to which Purchaser, Buyer is subject; or (iv) any Contract to which Buyer is a party or any of the assets owned or used by Purchaser, may be subjectwhich Buyer is bound. Except as set forth in Part 4.2 of the Purchaser Disclosure Schedulefor MMS and State Consents, Purchaser and except with respect to matters subject to a Routine Governmental Approval, 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.

Authority; No Conflict. (a) This Agreement and the Closing Documents have been authorized by Purchaser’s board of directors and, to the extent required, the stockholders of Purchaser. This Agreement constitutes the legal, valid, and binding obligation of PurchaserBuyer and Subsidiary, enforceable against Purchaser Buyer and Subsidiary in accordance with its terms, subject to bankruptcy except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar Legal Requirements of general applicability relating to or laws affecting creditors’ ' rights generally and to by general equity principlesprinciples of equity. Upon the execution and delivery by Purchaser Buyer and Subsidiary, as applicable, of the Escrow Agreement, the Employment Agreement, the Consulting Agreement, and the Buyer's and Subsidiary's Release (collectively, the "Buyer's Closing Documents"), the Buyer's Closing Documents will constitute the legal, valid, and binding obligations of PurchaserBuyer and Subsidiary, as applicable, enforceable against Purchaser Buyer and Subsidiary, as applicable, in accordance with their respective terms, enforceable against Purchaser in accordance with their respective termsexcept as enforceability may be limited by bankruptcy, subject to bankruptcy insolvency, reorganization, moratorium and other similar Legal Requirements of general applicability relating to or laws affecting creditors’ ' rights generally and by general principles of equity. Buyer and Subsidiary has all corporate right, power, and authority to execute and deliver this Agreement and the applicable Buyer's Closing Documents and to general equity principlesperform its obligations under this Agreement and the Buyer's Closing Documents. (b) Except as set forth in Part 4.2 of the Purchaser Buyer's Disclosure Schedule, or as would not have a material adverse effect on Purchaser’s ability to perform its obligations hereunderLetter, neither the execution and delivery of this Agreement by Purchaser Buyer and Subsidiary nor the consummation or performance of any of the Contemplated Transactions by Purchaser Buyer and Subsidiary will directly or indirectly (with or without notice or lapse of time): (i) contravene, conflict with or result in a violation of (A) any provision of Purchaser’s Organizational Documents or (B) any resolution adopted by the board of directors or the stockholders of Purchaser; or (ii) contravene, conflict with, or result in a violation of, or give any Governmental Body or Person the right to challenge prevent, delay, or otherwise interfere with any of the Contemplated Transactions pursuant to: (i) any provision of either Buyer's or to exercise any remedy or obtain any relief under, Subsidiary's Organizational Documents; (ii) any Legal Requirement or Order to which Purchaser, Buyer or any of the assets owned or used by Purchaser, Subsidiary may be subject; or (iii) any Contract to which Buyer or Subsidiary is a party or by which Buyer or Subsidiary may be bound. Except as set forth in Part 4.2 of the Purchaser Buyer's Disclosure ScheduleLetter, Purchaser is not neither Buyer nor Subsidiary is, and neither Buyer nor Subsidiary will not be required to 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.

Authority; No Conflict. (a) This The Company has all necessary power and authority to execute and deliver this Agreement and the Closing Documents other agreements referred to herein to perform its obligations hereunder and thereunder and to consummate the Merger and the other transactions contemplated hereby and thereby (collectively, the "CONTEMPLATED TRANSACTIONS"). The execution and delivery of this Agreement by the Company and the consummation by the Company of the Contemplated Transactions have been duly and validly authorized by Purchaser’s all necessary corporate action and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or to consummate the Contemplated Transactions (other than, with respect to the Merger, the approval of the Merger, this Agreement and the Contemplated Transactions by the holders of a majority of the then outstanding shares of Company Common Stock (the "REQUIRED COMPANY SHAREHOLDER VOTE") and the filing of appropriate merger documents as required by the Tennessee Corporate Statutes. The board of directors and, of the Company has unanimously approved the Merger and adopted this Agreement and the Contemplated Transactions and resolved to recommend to the extent required, Shareholders of the stockholders Company that they vote in favor of Purchaserthe approval of this Agreement and the consummation of the Contemplated Transactions in accordance with the Tennessee Corporate Statutes. This Agreement has been duly and validly executed and delivered by the Company and constitutes the legal, valid, valid and binding obligation of Purchaserthe Company, enforceable against Purchaser the Company in accordance with its terms, subject to bankruptcy bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar Legal Requirements Laws of general applicability relating to or affecting creditors’ the rights of creditors and to general equity principles. Upon the execution and delivery by Purchaser principles of the Closing Documents, the Closing Documents will constitute the legal, valid, and binding obligations of Purchaser, enforceable against Purchaser in accordance with their respective terms, enforceable against Purchaser in accordance with their respective terms, subject to bankruptcy and other similar Legal Requirements of general applicability relating to or affecting creditors’ rights and to general equity principlesequity. (b) Except as set forth in Part 4.2 Section 4.2(b) of the Purchaser Company Disclosure Schedule, or as would not have a material adverse effect on Purchaser’s ability to perform its obligations hereunderSchedules, neither the execution and delivery of this Agreement by Purchaser nor the consummation or performance of any of the Contemplated Transactions by Purchaser will do or will, directly or indirectly (with or without notice or lapse of time): time or both), (i) contravene, conflict with with, or result in a violation of (A) any provision of Purchaser’s the Organizational Documents of any of the Acquired Corporations; or (B) any resolution adopted by the board of directors or the stockholders shareholders of Purchaserany of the Acquired Corporations; or (ii) contravene, conflict with, or result in a violation of, or give any Governmental Body or Person the right to challenge any of the Contemplated Transactions or to exercise any remedy or obtain any relief under, any Legal Requirement or Order any order to which Purchaserany of the Acquired Corporations, or any of the assets owned or used by Purchaser, may be subject. Except as set forth in Part 4.2 any of the Purchaser Disclosure ScheduleAcquired Corporations, Purchaser is not and will not subject; (iii) contravene, conflict with, or result in a violation of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate, or modify, any Governmental Authorization that is held by any of the Acquired Corporations; (iv) cause any of the Acquired Corporations to become subject to, or to become liable for the payment of, any Tax; (v) to the Knowledge of the Company, cause any of the assets owned by any of the Acquired Corporations to be required to obtain reassessed or revalued by any Consent from taxing authority or other Governmental Body; (vi) contravene, conflict with, or result in a violation or breach of any provision of, or give any Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate, or modify, any Acquired Corporation Contract; or (vii) result in connection the imposition or creation of any Encumbrance upon or with respect to any of the assets owned or used by any of the Acquired Corporations, except, in the case of clauses (ii), (iii), (v), (vi) and (vii), for any such conflicts, violations, breaches, defaults or other occurrences that would not prevent or delay consummation of the Merger in any material respect, or otherwise prevent the Company from performing its obligations under this Agreement in any material respect, or could not reasonably be expected to, individually or in the aggregate, result in a Material Adverse Effect on the Acquired Corporations taken as a whole. (c) The execution and delivery of this Agreement or by the Company do not, and the performance of this Agreement and the consummation or performance of any of the Contemplated TransactionsTransactions by the Company will not, require any Consent of, or filing with or notification to, any Person, except (i) for (A) applicable requirements, if any, of the Securities Act and state securities or "blue sky" Laws ("BLUE SKY LAWS"); (B) filing of appropriate merger documents as required by the Tennessee Corporate Statutes; (C) the Required Company Shareholder Vote; (ii) as set forth in Section 4.2(c) of the Company Disclosure Schedules; and (iii) where failure to obtain such Consents, or to make such filings or notifications, would not prevent or delay consummation of the Merger in any material respect, or otherwise prevent the Company from performing its obligations under this Agreement in any material respect, or could not reasonably be expected to, individually or in the aggregate, result in a Material Adverse Effect on the Acquired Corporations, taken as a whole.

Authority; No Conflict. (a) This Agreement and the Closing Documents have been authorized by Purchaser’s board of directors and, to the extent required, the stockholders of Purchaser. This Agreement constitutes the legal, valid, and binding obligation of Purchaserthe Buyer, enforceable against Purchaser the Buyer in accordance with its terms, subject except as such enforcement may be limited by general equitable principles or by applicable bankruptcy, insolvency, moratorium or similar laws and judicial decisions from time to bankruptcy and other similar Legal Requirements of general applicability relating to or affecting time in effect which affect creditors’ rights and to general equity principlesgenerally. Upon the execution and delivery by Purchaser the Buyer of the Sxxxxx Employment Agreement and any other document, agreement or certificate required to be executed and delivered by the Buyer as a condition of the Closing Documents(collectively, the “Buyer’s Closing Documents”), the Buyer’s Closing Documents will constitute the legal, valid, and binding obligations of Purchaserthe Buyer, enforceable against Purchaser the Buyer in accordance with their respective terms, enforceable against Purchaser except as such enforcement may be limited by general equitable principles or by applicable bankruptcy, insolvency, moratorium or similar laws and judicial decisions from time to time in accordance with their respective terms, subject to bankruptcy and other similar Legal Requirements of general applicability relating to or affecting effect which affect creditors’ rights generally. The Buyer has the corporate right, power, and authority to execute and deliver this Agreement and the Buyer’s Closing Documents and to general equity principlesperform its obligations under this Agreement and the Buyer’s Closing Documents. The execution and delivery by the Buyer of this Agreement and the Buyer’s Closing Documents and the performance by the Buyer of its covenants and agreements hereunder and thereunder and the consummation by the Buyer of the Contemplated Transactions have been duly authorized by all necessary corporate action. (b) Except as set forth in Part 4.2 of the Purchaser Disclosure Schedule, or as would not have a material adverse effect on Purchaser’s ability to perform its obligations hereunderSchedule 4.2, neither the execution and delivery of this Agreement by Purchaser the Buyer nor the consummation or performance of any of the Contemplated Transactions by Purchaser the Buyer will directly give any Person the right to prevent, delay, or indirectly (otherwise interfere with or without notice or lapse any of time):the Contemplated Transactions pursuant to: (i) contravene, conflict with or result in a violation of (A) any provision of Purchaserthe Buyer’s Organizational Documents or Documents; (Bii) any resolution adopted by the board manager(s) or member(s) of directors or the stockholders of Purchaser; orBuyer; (iiiii) contravene, conflict with, or result in a violation of, or give any Governmental Body or Person the right to challenge any of the Contemplated Transactions or to exercise any remedy or obtain any relief under, any Legal Requirement or Order to which Purchaser, or any of the assets owned or used by Purchaser, 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 Part 4.2 of Schedule 4.2, the Purchaser Disclosure Schedule, Purchaser 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.

Authority; No Conflict. (a) This Agreement and the Closing Documents have been authorized by Purchaser’s board of directors and, to the extent required, the stockholders of Purchaser. This Agreement constitutes the legal, valid, and binding obligation of PurchaserBuyer, enforceable against Purchaser Buyer in accordance with its terms, subject to bankruptcy and other except as the enforcement thereof may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or similar Legal Requirements of general applicability laws relating to or affecting limiting creditors’ rights and to general equity principlesgenerally. Upon the execution and delivery by Purchaser Buyer of the 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 Buyer’s Closing Documents will constitute the legal, valid, valid and binding obligations obligation of PurchaserBuyer, enforceable against Purchaser Buyer in accordance with their its respective terms, enforceable against Purchaser in accordance with their respective termsexcept as the enforcement thereof may be limited by equitable principles or by bankruptcy, subject to bankruptcy and other insolvency, reorganization, moratorium, or similar Legal Requirements of general applicability laws relating to or affecting limiting creditors’ rights generally. Buyer has the absolute and unrestricted right, power, and authority to execute and deliver this Agreement and the Buyer’s Closing Documents and to general equity principlesperform its obligations under this Agreement and the Buyer’s Closing Documents, and such action has been duly authorized by all necessary corporate action. (b) Except as set forth in Part 4.2 of the Purchaser Disclosure Schedule, or as would not have a material adverse effect on Purchaser’s ability to perform its obligations hereunder, neither Neither the execution and delivery of this Agreement by Purchaser Buyer nor the consummation or performance of any of the Contemplated Transactions by Purchaser Xxxxx will directly give any Person the right to prevent, delay or indirectly (otherwise interfere with or without notice or lapse any of time):the Contemplated Transactions pursuant to: (i) contravene, conflict with or result in a violation of (A) any provision of PurchaserBuyer’s Organizational Documents or Governing Documents; (Bii) any resolution adopted by the board of directors or the stockholders shareholders of Purchaser; orBuyer; (iiiii) contravene, conflict with, or result in a violation of, or give any Governmental Body or Person the right to challenge any of the Contemplated Transactions or to exercise any remedy or obtain any relief under, any Legal Requirement or Order to which Purchaser, or any of the assets owned or used by Purchaser, 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 Part 4.2 of the Purchaser Disclosure Schedule, Purchaser 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.

Authority; No Conflict. Subject to the entry by the Bankruptcy Court of the Backstop Order and the Confirmation Order, each Debtor (ai) This has the requisite corporate or limited liability company (as applicable) power and authority (A) to enter into, execute and deliver this Agreement and the Closing other Definitive Documents have been authorized by Purchaser’s board of directors and, to the extent required, the stockholders of Purchaser. This Agreement constitutes the legal, validwhich it is (or will be) a party, and binding obligation of Purchaserto enter into, enforceable against Purchaser in accordance execute and file with its terms, subject the Bankruptcy Court the Plan and (B) to bankruptcy perform and other similar Legal Requirements of general applicability relating to or affecting creditors’ rights and to general equity principles. Upon consummate the execution and delivery by Purchaser of the Closing Documents, the Closing Documents will constitute the legal, validContemplated Transactions, and binding obligations of Purchaser(ii) has taken all necessary corporate or limited liability company (as applicable) action required for (x) the due authorization, enforceable against Purchaser in accordance with their respective terms, enforceable against Purchaser in accordance with their respective terms, subject to bankruptcy and other similar Legal Requirements of general applicability relating to or affecting creditors’ rights and to general equity principles. (b) Except as set forth in Part 4.2 of the Purchaser Disclosure Schedule, or as would not have a material adverse effect on Purchaser’s ability to perform its obligations hereunder, neither the execution and delivery of this Agreement by Purchaser nor and the consummation other Definitive Documents to which it is (or performance of any will be) a party, (y) the due authorization, execution and filing with the Bankruptcy Court of the Contemplated Transactions by Purchaser will directly or indirectly Plan and (with or without notice or lapse of time): (iz) contravene, conflict with or result in a violation of (A) any provision of Purchaser’s Organizational Documents or (B) any resolution adopted by the board of directors or the stockholders of Purchaser; or (ii) contravene, conflict with, or result in a violation of, or give any Governmental Body or Person the right to challenge any of the Contemplated Transactions or to exercise any remedy or obtain any relief under, any Legal Requirement or Order to which Purchaser, or any of the assets owned or used by Purchaser, may be subject. Except as set forth in Part 4.2 of the Purchaser Disclosure Schedule, Purchaser is not performance 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. Subject to entry by the Bankruptcy Court of the Backstop Order and the Confirmation Order, this Agreement has been (or, in the case of each Definitive Document to be entered into by a Debtor at or prior to the Closing, will be) duly executed and delivered by each Debtor (or, in the case of any other Definitive Document, the Debtor party thereto). Subject to entry by the Bankruptcy Court of the Backstop Order, this Agreement constitutes (or, in the case of each Definitive Document to be entered into by a Debtor after the Execution Date and at or prior to the Closing, will constitute) the legal, valid and binding obligation of each Debtor (or, in the case of a Definitive Document other than this Agreement, the Debtor party thereto), enforceable against such Debtor in accordance with its terms. Subject to entry of the Confirmation Order and the expiration or waiver by the Bankruptcy Court of the fourteen (14)-day period set forth in Bankruptcy Rules 6004(h) and 3020(e), the Plan constitutes the legal, valid and binding obligation of each Debtor, enforceable against such Debtor in accordance with its terms.

Authority; No Conflict. (a) This The Stockholder has full power and authority (including full corporate power and authority) to execute and deliver this Agreement and to perform its obligations hereunder. All corporate and other actions and proceedings to be taken by or on the part of the Stockholder to authorize and permit the execution and delivery by the Stockholder of this Agreement and the Closing Documents instruments required to be executed and delivered by the Stockholder pursuant hereto, the performance by the Stockholder of its obligations hereunder and the consummation by the Stockholder of the transactions contemplated herein, have been authorized by Purchaser’s board of directors and, to the extent required, the stockholders of Purchaserduly and properly taken. This Agreement has been duly executed and delivered by the Stockholder and constitutes the legal, valid, valid and binding obligation of Purchaserthe Stockholder, enforceable against Purchaser the Stockholder in accordance with its terms, subject to bankruptcy and other similar Legal Requirements of general applicability relating to or affecting creditors’ rights and to general equity principles. Upon the execution and delivery by Purchaser of the Closing Documents, the Closing Documents will constitute the legal, valid, and binding obligations of Purchaser, enforceable against Purchaser in accordance with their respective terms, enforceable against Purchaser in accordance with their respective terms, subject to bankruptcy and other similar Legal Requirements of general applicability relating to or affecting creditors’ rights and to general equity principles. (b) Except as set forth in Part 4.2 of the Purchaser Disclosure Schedule, or as would not have a material adverse effect on Purchaser’s ability to perform its obligations hereunder, neither Neither the execution and delivery of this Agreement by Purchaser the Stockholder nor the consummation or performance of any of the Contemplated Transactions by Purchaser the Stockholder and the Sellers will directly or indirectly (with or without notice or lapse of time): (i) contravene, conflict with or result in a violation under or give any Person the right to prevent, delay, or otherwise interfere with any of the Contemplated Transactions pursuant to: (Ai) any provision of Purchaser’s the Stockholder's Organizational Documents or Documents; (Bii) any resolution adopted by the board of directors or the stockholders of Purchaser; or (ii) contravene, conflict with, or result in a violation of, or give any Governmental Body or Person the right to challenge any of the Contemplated Transactions or to exercise any remedy or obtain any relief under, Stockholder; (iii) any Legal Requirement or Order to which Purchaser, or any of the assets owned or used by Purchaser, Stockholder may be subject; or (iv) any Contract to which the Stockholder is a party or by which the Stockholder may be bound. Except as set forth in Part 4.2 of the Purchaser Disclosure Schedule, Purchaser The Stockholder is not and will not be required to obtain any Consent from any Person in connection with the execution and delivery of this Agreement by the Stockholder and the Sellers or the consummation or performance of any of the Contemplated TransactionsTransactions by the Stockholder and the Sellers.

Authority; No Conflict. (a) This Agreement and the Closing Documents have been authorized by Purchaser’s board of directors and, to the extent required, the stockholders of Purchaser. This Agreement constitutes the legal, valid, and binding obligation of PurchaserBuyer, enforceable against Purchaser Buyer in accordance with its terms, subject to bankruptcy and except insofar as enforcement may be limited by bankruptcy, insolvency, or other similar Legal Requirements laws affecting generally the enforceability of general applicability relating to or affecting creditors’ ' rights and to general equity principlesby limitations on the availability of equitable remedies. Upon the execution and delivery by Purchaser Buyer of the Consulting Agreement ( the "Buyer's Closing --------------- Documents"), the --------- Buyer's Closing Documents will constitute the legal, valid, and binding obligations of PurchaserBuyer, enforceable against Purchaser Buyer in accordance with their respective terms, enforceable against Purchaser in accordance with their respective termsexcept insofar as enforcement may be limited by bankruptcy, subject to bankruptcy and insolvency, or other similar Legal Requirements laws affecting generally the enforceability of general applicability relating to or affecting creditors’ ' rights and by limitations on the availability of equitable remedies. Buyer has the absolute and unrestricted right, power, and authority to general equity principlesexecute and deliver this Agreement and the Buyer's Closing Documents and to perform its obligations under this Agreement and the Buyer's Closing Documents. (b) Except as set forth in Part Section 4.2 of the Purchaser Disclosure Schedule, or as would not have a material adverse effect on Purchaser’s ability to perform its obligations hereunder, neither the execution and delivery of this Agreement by Purchaser Buyer nor the consummation or performance of any of the Contemplated Transactions by Purchaser Buyer will directly give any Person the right to prevent, delay, or indirectly (otherwise interfere with or without notice or lapse any of time):the Contemplated Transactions pursuant to: (i) contravene, conflict with or result in a violation of (A) any provision of Purchaser’s Buyer's Organizational Documents or Documents; (Bii) any resolution adopted by the board of directors or the stockholders of Purchaser; orBuyer; (iiiii) contravene, conflict with, or result in a violation of, or give any Governmental Body or Person the right to challenge any of the Contemplated Transactions or to exercise any remedy or obtain any relief under, any Legal Requirement or Order to which Purchaser, or any of the assets owned or used by Purchaser, Buyer may be subject. ; or (iv) any Contract to which Buyer is a party or by which Buyer may be bound. (c) Except as set forth in Part Section 4.2 of the Purchaser Disclosure Schedule, Purchaser 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.

Authority; No Conflict. (ai) This Subject to the adoption and approval of this Agreement and the Closing Documents Merger by the Shareholders, the receipt of the regulatory approvals referred to in Section 6.2 and any other conditions or limitations described in Schedule 4.1(D) of the AFI Disclosure Letter, AFI has the corporate power and authority necessary to execute, deliver and perform its obligations under this Agreement and to consummate the transactions contemplated hereby. The execution, delivery, and performance of this Agreement and the consummation of the transactions contemplated herein, including the Merger, have been duly and validly authorized by Purchaser’s board all necessary corporate action in respect thereof on the part of directors andAFI, subject to the extent requiredapproval and adoption of this Agreement by the Shareholders as contemplated by Section 5.2, which is the stockholders only shareholder vote required for approval of Purchaserthis Agreement and consummation of the Merger by AFI. This Subject to such requisite shareholder approval, this Agreement constitutes the represents a legal, valid, and binding obligation of PurchaserAFI, enforceable against Purchaser AFI in accordance with its termsterms (except in all cases as such enforceability may be limited by applicable bankruptcy, subject to bankruptcy and other insolvency, reorganization, receivership, conservatorship, moratorium, or similar Legal Requirements Laws affecting the enforcement of general applicability relating to or affecting creditors’ rights generally and to general equity principles. Upon except that the execution and delivery by Purchaser availability of the Closing Documents, the Closing Documents will constitute the legal, valid, and binding obligations equitable remedy of Purchaser, enforceable against Purchaser in accordance with their respective terms, enforceable against Purchaser in accordance with their respective terms, specific performance or injunctive relief is subject to bankruptcy and other similar Legal Requirements the discretion of general applicability relating to or affecting creditors’ rights and to general equity principlesthe court before which any proceeding may be brought). (bii) Except as set forth in Part 4.2 of the Purchaser Disclosure Schedule, or as would not have a material adverse effect on Purchaser’s ability to perform its obligations hereunder, neither Neither the execution and delivery of this Agreement by Purchaser AFI, nor the consummation or performance by AFI of the transactions contemplated hereby, nor compliance by AFI with any of the Contemplated Transactions by Purchaser provisions hereof, will directly or indirectly (with or without notice or lapse of time): (i) contravene, conflict with or result in a violation breach of (A) any provision of PurchaserAFI’s Organizational Documents Articles of Incorporation or (B) Bylaws or the certificate or Articles of Incorporation or Bylaws of Anderen Bank or any resolution adopted by the board of directors or the stockholders shareholders of Purchaser; or AFI or Anderen Bank, or (ii) contraveneexcept as disclosed in Schedule 4.1(D) of the AFI Disclosure Letter, conflict withconstitute or result in a Default under, or require any Consent pursuant to, or result in a violation of, the creation of any Lien on any asset of AFI or give any Governmental Body or Person the right to challenge any of the Contemplated Transactions or to exercise any remedy or obtain any relief Anderen Bank under, any Legal Requirement Contract or Permit of AFI or Anderen Bank or, (iii) subject to receipt of the requisite Consents referred to in Section 6.1(B), constitute or result in a Default under, or require any Consent pursuant to, any Law or Order applicable to which PurchaserAFI or Anderen Bank or any of their respective material assets (including FBG, AFI or Anderen Bank becoming subject to or liable for the payment of any Tax or any of the assets owned by FBG, AFI or used Anderen Bank being reassessed or revalued by Purchaser, may be subject. any Regulatory Authority). (iii) Except as set forth in Part 4.2 on Schedule 4.1(D) of the Purchaser AFI Disclosure ScheduleLetter, Purchaser no notice to, filing with, or Consent of, any public body or authority 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 necessary for the consummation or performance of any by AFI of the Contemplated TransactionsMerger and the other transactions contemplated in this Agreement.

Authority; No Conflict. (a) This Agreement has been duly and validly executed and delivered by Buyer and (assuming the valid execution and delivery by the Company and the Closing Documents have been authorized by Purchaser’s board of directors and, to the extent required, the stockholders of Purchaser. This Agreement Sellers) constitutes the legal, valid, and binding obligation of PurchaserBuyer, enforceable against Purchaser Buyer in accordance with its terms, subject to bankruptcy except as may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar Legal Requirements laws affecting the enforcement of general applicability relating creditors' rights generally and except that the availability of equitable remedies, including specific performance, is subject to the equitable principles and the discretion of the court before which any proceeding therefor may be brought (whether at law or affecting creditors’ rights and to general equity principlesin equity). Upon the execution and delivery by Purchaser Buyer of the other agreements to be executed and delivered at Closing Documentsto which Buyer is a party, such agreements will (assuming the Closing Documents will valid execution and delivery by the other parties thereto) constitute the legal, valid, and binding obligations of PurchaserBuyer, enforceable against Purchaser Buyer in accordance with their respective terms, enforceable against Purchaser in accordance with their respective termsexcept as may be limited by bankruptcy, subject to bankruptcy insolvency, reorganization, moratorium and other similar Legal Requirements laws affecting the enforcement of general applicability relating creditors' rights generally and except that the availability of equitable remedies, including specific performance, is subject to the equitable principles and the discretion of the court before which any proceeding therefor may be brought (whether at law or affecting creditors’ rights in equity). Buyer has the absolute and unrestricted right, power, and authority to execute and deliver this Agreement and the other agreements to which it is a party and to general equity principlesperform its obligations thereunder. The execution and delivery of this Agreement and the other agreements to which it is a party have been authorized by Buyer's Board of Directors, and no other corporate or other proceedings are necessary to authorize the execution and delivery of the Agreement or any other agreement to be executed in connection herewith or the performance or consummation of any of the Contemplated Transactions. (b) Except as set forth in Part 4.2 for the consent of the Purchaser Disclosure ScheduleBuyer's Bank (which is not, or as would not have however, a material adverse effect on Purchaser’s ability condition to perform its obligations Buyer's obligation to close hereunder, ) neither the execution and delivery of this Agreement by Purchaser Buyer nor the consummation or performance of any of the Contemplated Transactions by Purchaser Buyer will directly or indirectly (with or without notice or lapse of time): (i) contraveneconflict with, conflict with violate or result in a violation breach of (A) any provision of Purchaser’s Buyer's Organizational Documents Documents, or (B) any resolution adopted by the board of directors Legal Requirement or the stockholders of PurchaserOrder to which Buyer may be subject; or (ii) contravene, conflict with, or result in a violation or breach of any provision of, or give any Governmental Body or Person the right to challenge declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate, or modify any material Contract to which Buyer is a party or by which Buyer may be bound; or (iii) result in the imposition or creation of any Encumbrance upon or with respect to any of the Contemplated Transactions or to exercise any remedy or obtain any relief under, any Legal Requirement or Order to which Purchaser, or any material assets of the assets owned or used by Purchaser, may be subjectBuyer. Except as set forth in Part 4.2 for filings under the HSR Act and except for the consent of the Purchaser Disclosure ScheduleBuyer's Bank (which is not, Purchaser is not and will not be required however, a condition 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.Buyer's obligation

Authority; No Conflict. (a) This The Purchaser has the requisite corporate power, capacity and authority to enter into this Agreement and all other agreements and instruments to be executed by the Closing Documents have been authorized Purchaser as contemplated by Purchaser’s board of directors and, to the extent required, the stockholders of Purchaser. This Agreement constitutes the legal, validthis Agreement, and binding obligation of Purchaser, enforceable against Purchaser in accordance with its terms, subject to bankruptcy and other similar Legal Requirements of general applicability relating to or affecting creditors’ rights and to general equity principles. Upon the execution and delivery by Purchaser of the Closing Documents, the Closing Documents will constitute the legal, valid, and binding obligations of Purchaser, enforceable against Purchaser in accordance with their respective terms, enforceable against Purchaser in accordance with their respective terms, subject to bankruptcy and other similar Legal Requirements of general applicability relating to or affecting creditors’ rights and to general equity principles. (b) Except as set forth in Part 4.2 of the Purchaser Disclosure Schedule, or as would not have a material adverse effect on Purchaser’s ability to perform its obligations hereunder, neither the hereunder and under such other agreements and instruments. The execution and delivery of this Agreement by the Purchaser nor and the consummation or performance by the Purchaser of any its obligations under this Agreement have been duly authorized by the Purchaser Board and except for obtaining the Purchaser Shareholder Approval of the Contemplated Transactions Purchaser Share Issuance Resolution, no other corporate proceedings on the part of the Purchaser are necessary to authorize this Agreement and the Arrangement. This Agreement has been duly authorized, executed and delivered by the Purchaser and constitutes a legal, valid and binding obligation of the Purchaser, enforceable against the Purchaser in accordance with its terms (subject to applicable bankruptcy, insolvency, reorganization and other laws of general application limiting the enforcement of creditors’ rights generally and to the fact that specific performance is an equitable remedy available only in the discretion of a court). Except as disclosed in Schedule 3.3(b) to the Purchaser Disclosure Letter, the authorization, execution and delivery by the Purchaser of this Agreement and the performance by the Purchaser of its obligations hereunder and the completion by the Purchaser of the transactions contemplated hereby (including the Arrangement) will directly or indirectly (with or without notice or lapse of time):not: (i) contraveneviolate, conflict with or result in a violation breach of or default under, and do not and will not create a state of facts which, after notice or lapse of time or both, will result in a breach of or default under, and do not and will not conflict with, or give rise to any right of termination, cancellation, suspension, acceleration, penalty or payment obligation or right to purchase or sell under, any term or provision of: (A) the constating documents or by-laws of the Purchaser or any provision of Purchaser’s Organizational Documents the Purchaser Subsidiaries, or any resolutions of any of the directors or shareholders of the Purchaser or any of the Purchaser Subsidiaries, or any committee of any of them; (B) any resolution adopted agreement, contract, indenture, deed of trust, mortgage, note, bond, instrument or Authorization to which the Purchaser or any of the Purchaser Material Subsidiaries is a party or by which any of them is bound, except as would not, individually or in the board aggregate, have or reasonably be expected to have a Material Adverse Effect in respect of directors the Purchaser on a consolidated basis; or (C) except for the Key Regulatory Approvals and the Purchaser Regulatory Approvals, any Law applicable to the Purchaser or any of the stockholders Purchaser Subsidiaries, or any of their respective properties or assets (including, without limitation, the Securities Laws) except as would not, individually or in the aggregate have, or reasonably be expected to have, a Material Adverse Effect in respect of the Purchaser taken as a whole; (ii) give rise to any rights of first refusal or rights of first offer, trigger any change in control provisions or any similar provisions or restrictions or limitation under any agreement, contract, indenture, deed of trust, mortgage, note, bond, instrument or Authorization to which the Purchaser or any of the Purchaser Subsidiaries is a party, except as would not, individually or in the aggregate, have or reasonably be expected to have a Material Adverse Effect in respect of the Purchaser; (iii) give rise to any termination or acceleration of indebtedness, or cause any third party indebtedness to come due before its stated maturity or cause any available credit to cease to be available; (iv) except in matters related to the Partnership or Corporation result in the creation or imposition of any Encumbrance upon any of the property or assets of the Purchaser or any of the Purchaser Subsidiaries, or restrict, hinder, impair or limit the ability of the Purchaser or any of the Purchaser Subsidiaries to conduct their respective businesses as and where it is now being conducted which would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the Purchaser; or (iiv) contraveneresult in any material payment (including retention, conflict withseverance, unemployment compensation, golden parachute, bonus or otherwise) becoming due to any director, officer or employee of the Purchaser or any of the Purchaser Subsidiaries, or increase any benefit payable to such director, officer or employee by the Purchaser or any of the Purchaser Subsidiaries, or result in a violation of, or give any Governmental Body or Person the right to challenge any acceleration of the Contemplated Transactions time of payment or to exercise vesting of any remedy or obtain any relief undersuch benefits. The Purchaser Consents are the only consents and approvals required from, and notices required to, any Legal Requirement or Order to which Purchaser, or third party under any of the assets owned or used by Purchaser, may be subject. Except as set forth Purchaser Material Contract in Part 4.2 of order for the Purchaser Disclosure Schedule, Purchaser is not and will not be required to obtain any Consent from any Person in connection proceed with the execution and delivery of this Agreement or and the consummation or performance of any completion of the Contemplated Transactionstransactions contemplated by this Agreement and the Arrangement pursuant to the Plan of Arrangement except for consents and approvals which would not, individually or in the aggregate have, or reasonably be expected to have, a Material Adverse Effect in respect of the Purchaser taken as a whole.

Authority; No Conflict. (a) This Agreement and the Closing Documents have been authorized by Purchaser’s board of directors and, to the extent required, the stockholders of Purchaser. This Agreement constitutes the legal, valid, valid and binding obligation of PurchaserBuyer, enforceable against Purchaser Buyer in accordance with its terms, subject to bankruptcy except as the enforcement thereof may be limited by applicable bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium and other similar Legal Requirements laws affecting the rights of general applicability relating to or affecting creditors’ rights creditors generally and to general equity by equitable principles. Upon the execution and delivery by Purchaser Buyer of the Xxxx of Sale, Assignment and Assumption and each other agreement to be executed or delivered by Buyer at Closing (collectively, the "Buyer's Closing Documents"), and the execution and delivery of such documents by the other parties thereto, each of the Buyer's Closing Documents will constitute the legal, valid, valid and binding obligations obligation of PurchaserBuyer, enforceable against Purchaser Buyer in accordance with their its respective terms, enforceable against Purchaser in accordance with their respective termsexcept as the enforcement thereof may be limited by applicable bankruptcy, subject insolvency, reorganization, fraudulent transfer, moratorium and similar laws affecting the rights of creditors generally and by equitable principles. Buyer has the absolute and unrestricted right, power and authority to bankruptcy execute and other similar Legal Requirements of general applicability relating to or affecting creditors’ rights deliver this Agreement and the Buyer's Closing Documents and to general equity principlesperform its obligations under this Agreement and the Buyer's Closing Documents, and such action has been duly authorized by all necessary corporate action. (b) Except as set forth in Part 4.2 of Schedule 4.2(b) (which, among other things, lists Persons from whom Consents are to be obtained by Buyer in connection with the Purchaser Disclosure Schedule, or as would not have a material adverse effect on Purchaser’s ability to perform its obligations hereunderContemplated Transactions), neither the execution and delivery of this Agreement by Purchaser nor the consummation or performance of any of the Contemplated Transactions by Purchaser will will, directly or indirectly (with or without notice or lapse of time): (i) contravene, conflict with or result in a violation of breach (A) any provision of Purchaser’s Organizational any of the Governing Documents of Buyer or (B) any resolution or Consent adopted by the board shareholders or Board of directors or the stockholders Directors of Purchaser; orBuyer; (ii) contravenebreach, conflict with, or result in a violation of, with or give any Governmental Body or other Person the right to challenge any of the Contemplated Transactions or to exercise any remedy or obtain any relief under, under any Legal Requirement or any Order to which Purchaser, Buyer may be subject; (iii) contravene or result in a violation or breach of any of the assets owned terms or used requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is held by PurchaserBuyer; or (iv) breach any provision of, may be subject. or give any Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or payment under, or to cancel, terminate or modify, any Contract to which Buyer is a party. (c) Except as set forth in Part 4.2 of the Purchaser Disclosure ScheduleSchedule 4.2(c), Purchaser Buyer is not and will not be required to obtain give any Consent from notice to any Person in connection with the execution and delivery of this Agreement or the consummation or performance of any of the Contemplated Transactions.

Authority; No Conflict. (a) This Such Unit Holder Party has the requisite power and authority to execute, deliver and perform this Agreement and each of the Closing Documents have been authorized by Purchaser’s board of directors and, Ancillary Agreements to the extent required, the stockholders of Purchaserwhich it is a party. This Agreement constitutes has been duly authorized, executed and delivered by such Unit Holder Party, and (assuming the valid authorization, execution and delivery of this Agreement by the other parties hereto) is the legal, valid, valid and binding obligation of Purchaser, such Person enforceable against Purchaser in accordance with its terms, subject and each of the Ancillary Agreements to bankruptcy which such Person is or will be a party, upon execution and delivery by such Person, will be (assuming the valid authorization, execution and delivery by the other party or parties thereto) a legal, valid and binding obligation of such Person enforceable in accordance with its terms, subject, in the case of this Agreement and each of the Ancillary Agreements, to bankruptcy, insolvency, reorganization, moratorium and similar Legal Requirements laws of general applicability application relating to or affecting creditors’ rights and to general equity principles. Upon the execution The CRT is now in existence and delivery by Purchaser of the Closing Documents, the Closing Documents will constitute the legal, valid, governed and binding obligations of Purchaser, enforceable against Purchaser administered in accordance with their respective termsthe laws of the State of Utah, enforceable against Purchaser in accordance with their respective termsand each trustee of the CRT is currently acting, subject has the power and authority pursuant to bankruptcy the trust agreement governing the CRT to execute and other similar Legal Requirements deliver this Agreement on behalf of general applicability relating to or affecting creditors’ rights the CRT and to general equity principlesbind the CRT hereunder, and the execution, delivery and performance of the transactions contemplated hereby do not require any additional approval by any person, acting in either a fiduciary or non-fiduciary capacity, on behalf of the CRT. Notwithstanding anything to the contrary herein, the representations and warranties set forth in the preceding sentence are solely made by the CRT. (b) Except as set forth in Part 4.2 of the Purchaser Disclosure Schedule, or as would not have a material adverse effect on Purchaser’s ability to perform its obligations hereunderSchedule 2.2(b), neither the execution and delivery of this Agreement or any of the Ancillary Agreements by Purchaser such Unit Holder nor the consummation or performance of any of the Contemplated Transactions transactions contemplated hereby or thereby by Purchaser will directly or indirectly (such Unit Holder nor compliance with or without notice fulfillment of the terms, conditions and provisions hereof or lapse of time):thereof by such Unit Holder will: (i) contraveneassuming the receipt of all necessary consents and approvals and the filing of all necessary documents as described in Schedule 2.2(b)(ii), conflict with result in a breach of the terms, conditions or provisions of, or constitute a default, an event of default or an event creating rights of acceleration, termination or cancellation or a loss of rights under, or result in a violation the creation or imposition of any Encumbrance upon any of the assets of such Unit Holder Party, under (A1) the Organizational Documents of such Unit Holder Party (if applicable), (2) any provision of Purchaser’s Organizational Documents Contract to which such Unit Holder Party is bound, (3) any Order to which such Unit Holder Party is bound, or (B4) any resolution adopted Requirements of Law affecting such Unit Holder Party, other than in the case of clauses (2), (3) and (4) above, any such breaches, defaults, rights, loss of rights or Encumbrances that, individually or in the aggregate, would not reasonably be expected to materially delay or materially adversely affect such Unit Holder Party’s ability to perform and comply with this Agreement or any of the Ancillary Agreements or to consummate the transactions contemplated by this Agreement or any of the board of directors or the stockholders of PurchaserAncillary Agreements; or (ii) contravenerequire the approval, conflict withconsent, or result in a violation authorization of, or give the making by such Unit Holder Party of any Governmental Body declaration, filing or Person registration with, any Person, except (1) in connection or in compliance with the right to challenge any provisions of the Contemplated Transactions HSR Act, (2) as set forth on Schedule 2.2(b)(ii), and (3) such approvals, consents, authorizations, declarations, filings or registrations the failure of which to exercise any remedy be obtained or obtain any relief undermade would not, any Legal Requirement individually or Order in the aggregate, reasonably be expected to which Purchaser, materially delay or materially adversely affect such Unit Holder Party’s ability to perform and comply with this Agreement or any of the assets owned Ancillary Agreements or used to consummate the transactions contemplated by Purchaser, may be subject. Except as set forth in Part 4.2 of the Purchaser Disclosure Schedule, Purchaser 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 TransactionsAncillary Agreements.

Authority; No Conflict. (a) This Agreement The Company has all necessary corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the Merger and the Closing Documents other transactions contemplated hereby (the “Contemplated Transactions”). The execution and delivery of this Agreement, by the Company and the consummation by the Company of the Contemplated Transactions have been duly and validly authorized by Purchaser’s board all necessary corporate action and no other corporate proceedings on the part of directors andthe Company are necessary to authorize this Agreement or to consummate the Contemplated Transactions (other than, with respect to the extent requiredMerger, the adoption of this Agreement by the holders of a majority in voting power of the then outstanding shares of capital stock of the Company (the “Required Company Stockholder Vote”) and the filing of appropriate merger documents as required by the DGCL). The Board of Directors of the Company has unanimously approved this Agreement, declared it to be advisable and resolved to recommend to stockholders of Purchaserthe Company that they vote in favor of the adoption of this Agreement in accordance with the DGCL. This Agreement has been duly and validly executed and delivered by the Company and constitutes the legal, valid, valid and binding obligation of Purchaserthe Company, enforceable against Purchaser the Company in accordance with its terms, subject to bankruptcy bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar Legal Requirements laws of general applicability relating to or affecting creditors’ rights and to general equity principles. Upon principles (the execution “Bankruptcy and delivery by Purchaser of the Closing Documents, the Closing Documents will constitute the legal, valid, and binding obligations of Purchaser, enforceable against Purchaser in accordance with their respective terms, enforceable against Purchaser in accordance with their respective terms, subject to bankruptcy and other similar Legal Requirements of general applicability relating to or affecting creditors’ rights and to general equity principlesEquity Exception”). (b) Except as set forth in Part 4.2 2.2(b) of the Purchaser Company Disclosure Schedule, or as would not have a material adverse effect on Purchaser’s ability to perform its obligations hereunder, neither the execution and delivery of this Agreement by Purchaser nor the consummation or performance of any of the Contemplated Transactions by Purchaser will do or will, directly or indirectly (with or without notice or lapse of time): time or both), (i) contravene, conflict with with, or result in a violation of (A) any provision of Purchaser’s the Organizational Documents of any of the Acquired Corporations, or (B) any resolution adopted by the board Board of directors Directors or the stockholders of Purchaserany of the Acquired Corporations; or (ii) subject to obtaining the Required Company Stockholder Vote and compliance with the requirements specified in clauses (A) through (D) of Section 2.2(c), contravene, conflict with, or result in a violation of, or give any Governmental Body or other Person the right to challenge any of the Contemplated Transactions or to exercise any remedy or obtain any relief under, any Legal Requirement or Order any order, writ, injunction or decree to which Purchaserany of the Acquired Corporations, or any of the material assets owned or used by any of the Acquired Corporations, is subject; (iii) contravene, conflict with, or result in a violation of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate, or modify, any Governmental Authorization that is held by any of the Acquired Corporations, or that otherwise relates to the business of, or any of the assets owned or used by, any of the Acquired Corporations; (iv) contravene, conflict with, or result in a violation or breach of any provision of, or give any Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate, or modify, any Material Contract; (v) require a Consent under any Material Contract or under any Government Authorization from any Person; or (vi) result in the imposition or creation of any Encumbrance upon or with respect to any of the assets owned or used by Purchaserany of the Acquired Corporations, may except, in the case of clauses (ii), (iii), (iv), (v) and (vi), for any such conflicts, violations, breaches, defaults or other occurrences that would not prevent or materially delay consummation of the Merger or otherwise prevent the Company from performing any of its material obligations under this Agreement and would not be subject. reasonably likely to, individually or in the aggregate, adversely affect the Acquired Corporations in any material respect. (c) Except as set forth in Part 4.2 2.2(c) of the Purchaser Company Disclosure Schedule, Purchaser 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 by the Company do not, and the performance of this Agreement and the consummation or performance of any of the Contemplated TransactionsTransactions by the Company will not, require any Consent of, or filing with or notification to, any Governmental Body, except (i) for (A) applicable requirements, if any, of the Exchange Act, the Securities Act and state securities or “blue sky” laws (“Blue Sky Laws”), (B) the pre-merger notification requirements of the HSR Act, (C) filing of a certificate of merger as required by the DGCL and appropriate corresponding documents with the appropriate authorities in other states in which the Company is qualified as a foreign corporation to transact business and (D) the non-United States competition, antitrust and investment laws set forth in Part 2.2(c) of the Company Disclosure Schedule and (ii) where failure to obtain such Consents, or to make such filings or notifications, would not prevent or materially delay consummation of the Merger, or otherwise prevent the Company from performing any of its material obligations under this Agreement and would not be reasonably likely to, individually or in the aggregate, adversely affect the Acquired Corporations in any material respect.

Authority; No Conflict. (a) This Agreement and the Closing Documents have been authorized by Purchaser’s board of directors and, to the extent required, the stockholders of Purchaser. This Agreement constitutes the legal, valid, valid and binding obligation of Purchaserthe Seller, each of the Shareholders and the Shareholders’ Representative, enforceable against Purchaser the Seller, each of the Shareholders and the Shareholders’ Representative in accordance with its terms, subject to except as enforceability may be limited by bankruptcy and laws, other similar Legal Requirements of general applicability relating to or laws affecting creditors’ rights and to general principles of equity principlesaffecting the availability of specific performance and other equitable remedies. Upon the execution and delivery by Purchaser the Seller, the Shareholders and the Shareholders’ Representative of each of the documents to be executed and delivered by the Seller, the Shareholders and the Shareholders’ Representative at the Closing pursuant to Section 1.5(a) (collectively, the “Shareholders Closing Documents”), each of the Shareholders Closing Documents will constitute the legal, valid, valid and binding obligations obligation of Purchaserthe Seller, each of the Shareholders and the Shareholders’ Representative a party thereto, enforceable against Purchaser the Seller, each of the Shareholders and the Shareholders’ Representative a party thereto in accordance with their respective terms, enforceable against Purchaser in accordance with their respective termsexcept as enforceability may be limited by bankruptcy laws, subject to bankruptcy and other similar Legal Requirements of general applicability relating to or laws affecting creditors’ rights and general principles of equity affecting the availability of specific performance and other equitable remedies. The Seller, the Shareholders and the Shareholders’ Representative have all requisite power, authority and capacity to general equity principlesexecute and deliver this Agreement and the Shareholders Closing Documents to which they are a party and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement, the Shareholders Closing Documents and the consummation of the transactions contemplated hereby have been duly and validly authorized and approved by all necessary organizational action of the Seller, any Shareholder that is an entity, and no other action on the part of the Seller, the Company or the Shareholders is required to authorize the same. (b) Except for applicable requirements under the HSR Act or as set forth in Part 4.2 on Section 2.2(b) of the Purchaser Company Disclosure Schedule, or as would not have a material adverse effect on Purchaser’s ability to perform its obligations hereunder, neither the execution and delivery of this Agreement or the Shareholders Closing Documents by Purchaser the Seller, any Shareholder or the Shareholders’ Representative nor the consummation or performance of the transactions contemplated hereby by the Seller, any of Shareholder or the Contemplated Transactions by Purchaser will Shareholders’ Representative will, directly or indirectly (with or without notice or lapse of time): ): (i) contravene, conflict with with, or result in a violation of (A) any provision of Purchaser’s Organizational Documents the organizational documents of (x) the Seller, the Company or any Subsidiary of the Company, or (By) any resolution adopted by the board of directors or the stockholders of PurchaserShareholder that is an entity; or (ii) contravene, conflict with, or result in a violation of any Legal Requirement, or any Order of any Governmental Authority, to which the Seller, the Company, any Subsidiary of the Company, the Shareholders’ Representative or any of the Shareholders is subject; (iii) contravene, conflict with, or result in a violation of any of the terms or requirements of, or give any Governmental Body Authority the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is held by the Company or any of its Subsidiaries; (iv) breach any provision of, give any Person the right to challenge any of the Contemplated Transactions declare a default or to exercise any remedy or obtain any relief under, any Legal Requirement accelerate the maturity or Order to which Purchaserperformance of or payment under, or cancel, terminate, or modify any, Material Company Contract; or (v) result in the creation or imposition of any Encumbrance other than a Permitted Encumbrance upon any of the assets owned of the Seller, the Company or used by Purchaser, may be subject. any Subsidiary of the Company. (c) Except for applicable requirements under the HSR Act or as set forth in Part 4.2 on Section 2.2(c) of the Purchaser Company Disclosure Schedule, Purchaser neither the Seller, the Company, any Subsidiary of the Company, the Shareholders’ Representative nor any Shareholder is not and or will not be required to give any notice to or obtain any Consent consent, waiver or approval from (i) any Person Governmental Authority or other Person, or (ii) any party to any Material Company Contract, in connection with the execution and delivery of this Agreement or the consummation or performance of any of the Contemplated TransactionsShareholders Closing Documents or the consummation of the transactions contemplated hereby.

Authority; No Conflict. (a) This Agreement and the Closing Documents have been authorized by Purchaser’s board of directors and, to the extent required, the stockholders of Purchaser. This Agreement constitutes the legal, valid, valid and binding obligation of PurchaserBuyer, enforceable against Purchaser Buyer in accordance with its terms, subject to bankruptcy except as enforceability may be limited by general equitable principles and bankruptcy, insolvency and other similar Legal Requirements of general applicability relating to or affecting laws governing creditors’ rights and to general equity principles' rights. Upon the execution and delivery by Purchaser Buyer of the Promissory Note, the Security Agreement, the Buyer's Releases, the Sublease and the Consulting Agreement (collectively, the "Buyer's Closing Documents"), the Buyer's Closing Documents will constitute the legal, valid, and binding obligations of PurchaserBuyer, enforceable against Purchaser Buyer in accordance with their respective terms, enforceable against Purchaser in accordance with their respective termsexcept as enforceability may be limited by general equitable principles and bankruptcy, subject to bankruptcy insolvency, and other similar Legal Requirements of general applicability relating laws governing creditors' rights. Buyer has the right, power, and authority to or affecting creditors’ rights execute and deliver this Agreement and the Buyer's Closing Documents and to general equity principlesperform its obligations under this Agreement and the Buyer's Closing Documents. (b) Except as set forth in Part 4.2 of the Purchaser Disclosure Schedule, or as would not have a material adverse effect on Purchaser’s ability to perform its obligations hereunderSchedule 4.2, neither the execution and delivery of this Agreement by Purchaser Buyer nor the consummation or performance of any of the Contemplated Transactions by Purchaser Buyer will directly give any Person the right to prevent, delay, or indirectly (otherwise interfere with or without notice or lapse any of time):the Contemplated Transactions pursuant to: (i) contravene, conflict with or result in a violation of (A) any provision of Purchaser’s Buyer's Organizational Documents or Documents; (Bii) any resolution adopted by the board of directors or the stockholders of Purchaser; orBuyer; (iiiii) contravene, conflict with, or result in a violation of, or give any Governmental Body or Person the right to challenge any of the Contemplated Transactions or to exercise any remedy or obtain any relief under, any Legal Requirement or Order to which Purchaser, or any of the assets owned or used by Purchaser, Buyer may be subject. ; 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 of the Purchaser Disclosure ScheduleSchedule 4.2, Purchaser 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.

Authority; No Conflict. (a) This IRE has the requisite power, capacity and authority to enter into this Agreement and the Closing Documents have been authorized by Purchaser’s board of directors and, to the extent required, the stockholders of Purchaserperform its obligations hereunder. This Agreement has been duly executed and delivered by IRE and constitutes the legal, valid, a valid and binding obligation of PurchaserIRE, enforceable against Purchaser IRE in accordance with its terms, (subject to bankruptcy applicable bankruptcy, insolvency, reorganization and other similar Legal Requirements laws of general applicability relating to or affecting application limiting the enforcement of creditors’ rights generally and to general equity principlesthe fact that specific performance is an equitable remedy available only in the discretion of a court). Upon All of the IRE Shares to be issued by IRE to the Fund Unitholders in connection with the Arrangement have been duly authorized for issuance and, at the Effective Time, will be duly and validly issued as fully paid and non-assessable. Except as described in the IRE Disclosure Letter, the execution and delivery by Purchaser IRE of this Agreement and the completion of the Closing Documents, the Closing Documents transactions contemplated hereby will constitute the legal, validnot result in a breach of or default under, and binding obligations do not and will not create a state of Purchaserfacts which, enforceable against Purchaser after notice or lapse of time or both, will result in accordance with a breach of or default under, and do not and will not conflict with, or give rise to any right to accelerate the maturity or require the prepayment of any indebtedness under, or result in the creation or imposition of any Encumbrance upon any property or assets of IRE or any of the IRE Subsidiaries under: (i) any of the provisions of the constating documents or by-laws of IRE or any of the IRE Subsidiaries, or any resolutions of any of the directors, trustees, shareholders, unitholders or partners, as applicable, of IRE or any of the IRE Subsidiaries, or any committee of any of them or any indenture to which IRE or any of the IRE Subsidiaries is a party or by which it or any of them are contractually bound; (ii) any of the terms or provisions of any Contract to which IRE or any of the IRE Subsidiaries is a party or by which any of them may be bound, or to which any of them or any of their respective termsassets or businesses is subject, enforceable against Purchaser which individually or in accordance with their respective termsthe aggregate would (A) have or result in a Material Adverse Effect, subject to bankruptcy and other similar Legal Requirements of general applicability relating to or affecting creditors’ rights and to general equity principles. (bB) Except as set forth in Part 4.2 of the Purchaser Disclosure Schedule, or as would not have a material adverse effect on Purchasermaterially impair IRE’s ability to perform its the obligations hereundercontemplated in this Agreement, neither the execution and delivery of this Agreement by Purchaser nor or (C) materially affect the consummation or performance of any of the Contemplated Transactions by Purchaser will directly or indirectly (with or without notice or lapse of time): (i) contravene, conflict with or result transactions contemplated in a violation of (A) any provision of Purchaser’s Organizational Documents or (B) any resolution adopted by the board of directors or the stockholders of Purchaserthis Agreement; or (iiiii) contravene, conflict with, or result in a violation of, or give any Governmental Body or Person to the right to challenge any knowledge of the Contemplated Transactions or to exercise any remedy or obtain any relief underIRE, any Legal Requirement or Order Law applicable to which Purchaser, IRE or any of the assets owned IRE Subsidiaries (including, without limitation, the Securities Laws) or used by Purchaserany judgment, may be subject. Except as set forth in Part 4.2 of the Purchaser Disclosure Schedule, Purchaser is not and will not be required to obtain any Consent from any Person in connection with the execution and delivery of this Agreement order or the consummation or performance decree of any governmental body, agency, commission, tribunal or court having jurisdiction over IRE or any of the Contemplated TransactionsIRE Subsidiaries.

Authority; No Conflict. (a) This The execution, delivery and performance of this Agreement and the Closing Documents by PRG have been duly authorized by Purchaser’s board all necessary corporate action of directors and, to the extent required, the stockholders of PurchaserPRG. This Agreement has been duly executed and delivered by PRG and constitutes the legal, valid, valid and binding obligation of Purchaser, PRG enforceable against Purchaser PRG in accordance with its termsterms except as enforceability may be limited by any applicable bankruptcy, subject reorganization, insolvency or other laws affecting creditors rights generally or by general principles of equity. PRG has the absolute and unrestricted right, power and authority to bankruptcy execute and other similar Legal Requirements of general applicability relating to or affecting creditors’ rights deliver this Agreement and to general equity principlesperform its obligations under this Agreement except as specifically set forth herein. Upon the execution and delivery by Purchaser The issuance of the Closing Documents, the Closing Documents will constitute the legal, valid, and binding obligations Shares by Holding Company shall have been duly authorized by all necessary corporate action of Purchaser, enforceable against Purchaser in accordance with their respective terms, enforceable against Purchaser in accordance with their respective terms, subject to bankruptcy and other similar Legal Requirements of general applicability relating to or affecting creditors’ rights and to general equity principlesHolding Company. (b) Except as set forth in Part 4.2 of the Purchaser Disclosure Schedule, or as would not have a material adverse effect on Purchaser’s ability to perform its obligations hereunder, neither Neither the execution and delivery of this Agreement by Purchaser PRG nor the consummation or performance of any of the Contemplated Transactions transactions contemplated hereby by Purchaser PRG, nor the issuance of the Shares by Holding Company, will directly give any Person the right to prevent, delay or indirectly (otherwise interfere with or without notice or lapse any of time):the transactions contemplated hereby pursuant to: (i) contravene, conflict with or result in a violation of (A) any provision of Purchaser’s PRG's or Holding Company's Organizational Documents or Documents; (Bii) any resolution adopted by the board of directors advisors or the stockholders members of Purchaser; orPRG or the board of Holding Company, as the case may be; (iiiii) contravene, conflict with, or result in a violation of, or give any Governmental Body or Person the right to challenge any of the Contemplated Transactions or to exercise any remedy or obtain any relief under, any Legal Requirement or Order to which Purchaser, PRG or any of the assets owned or used by Purchaser, Holding Company may be subject. ; or (iv) any Applicable Contract to which PRG or Holding Company is a party or by which PRG or Holding Company may be bound. (c) Except as set forth in Part on Schedule 4.2 of the Purchaser Disclosure Scheduleattached hereto, Purchaser is PRG and Holding Company are 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 Transactionstransactions contemplated hereby.

Authority; No Conflict. (a) This Agreement and the Closing Documents have been authorized by Purchaser’s board of directors and, to the extent required, the stockholders of Purchaser. This Agreement constitutes the legal, valid, and binding obligation of PurchaserBuyer, enforceable against Purchaser Buyer in accordance with its terms, subject to bankruptcy and other similar Legal Requirements of general applicability relating to or affecting creditors’ rights and to general equity principles. Upon the execution and delivery by Purchaser 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 PurchaserBuyer, enforceable against Purchaser Buyer in accordance with their respective terms. Buyer has the absolute and unrestricted right, enforceable against Purchaser in accordance with their respective termspower, subject and authority to bankruptcy execute and other similar Legal Requirements of general applicability relating to or affecting creditors’ rights deliver this Agreement and the Buyer’s Closing Documents and to general equity principlesperform its obligations under this Agreement and the Buyer’s Closing Documents. (b) Except as set forth in Part 4.2 of the Purchaser Disclosure Schedule, or as would not have a material adverse effect on Purchaser’s ability to perform its obligations hereunderSchedule 4.2, neither the execution and delivery of this Agreement by Purchaser Buyer nor the consummation or performance of any of the Contemplated Transactions by Purchaser Buyer will directly give any Person the right to prevent, delay, or indirectly (otherwise interfere with or without notice or lapse any of time):the Contemplated Transactions pursuant to: (i) contravene, conflict with or result in a violation of (A) any provision of PurchaserBuyer’s Organizational Documents or Documents; (Bii) any resolution adopted by the board of directors or the stockholders of Purchaser; orBuyer; (iiiii) any Legal Requirement or Order to which Buyer may be subject; (iv) contravene, conflict with, with or result in a violation of, or give any Governmental Body or other Person the right to challenge any of the Contemplated Transactions or to exercise any remedy or obtain any relief under, under any Legal Requirement or Order to which Purchaser, or any of the assets owned or used by Purchaser, Buyer may be subject; or (v) 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 Purchaser Disclosure ScheduleSchedule 4.2, Purchaser Buyer is not and will not be required to obtain any Consent from any Person or make any filing with any Person in connection with the execution and delivery of this Agreement or the consummation or performance by Buyer of any of the Contemplated Transactions.

Authority; No Conflict. (a) This Agreement and the Closing Documents have been authorized by Purchaser’s board of directors and, to the extent required, the stockholders of Purchaser. This Agreement constitutes the legal, valid, and binding obligation of PurchaserBuyer, enforceable against Purchaser Buyer in accordance with its terms, subject to bankruptcy and other similar Legal Requirements of general applicability relating to or affecting creditors’ rights and to general equity principles. Upon the execution and delivery by Purchaser Buyer of each of the documents and instruments to be executed and delivered by Buyer at Closing pursuant to Section 1.8(b) (collectively, the “Buyer’s Closing Documents”), each of the Buyer’s Closing Documents will constitute the legal, valid, and binding obligations obligation of PurchaserBuyer, enforceable against Purchaser Buyer in accordance with their respective its terms. Buyer has the right, enforceable against Purchaser in accordance with their respective terms, subject power and authority to bankruptcy execute and other similar Legal Requirements of general applicability relating to or affecting creditors’ rights deliver this Agreement and the Buyer’s Closing Documents and to perform its obligations under this Agreement and the Buyer’s Closing Documents, and such action has been duly authorized by the general equity principlespartner of Buyer. The Buyer LP Units to be issued and sold hereunder at Closing will be duly and validly authorized and issued, and will be issued free of any Encumbrances other than (i) restrictions on transfer under the Amended and Restated Buyer LP Agreement, (ii) the requirement under and in connection with the IASIS Credit Agreement that the holders of Buyer LP Units enter into a drag-along rights agreement in favor of the Administrative Agent (as defined in the IASIS Credit Agreement), and (iii) under applicable federal and state securities laws. (b) Except as set forth in Part 4.2 of the Purchaser Disclosure Schedule, or as would not have a material adverse effect on Purchaser’s ability to perform its obligations hereunder, neither Neither the execution and delivery of this Agreement by Purchaser Buyer nor the consummation or performance of any of the Contemplated Transactions transactions contemplated hereby by Purchaser Buyer will directly give any Person the right to prevent, delay, or indirectly (otherwise interfere with or without notice or lapse any of time): the transactions contemplated hereby pursuant to (i) contravene, conflict with or result in a violation of (A) any provision of PurchaserBuyer’s Organizational Documents or (B) any resolution adopted by the board certificate of directors limited partnership or the stockholders of PurchaserBuyer Limited Partnership Agreement; or (ii) contravene, conflict with, or result in a violation of, or give any Governmental Body or Person the right to challenge any of the Contemplated Transactions or to exercise any remedy or obtain any relief under, any Legal Requirement or Order to which Purchaser, the Buyer or its assets are subject; or (iii) any of the assets owned contract or used agreement to which Buyer is a party or by Purchaser, which Buyer may be subject. Except as set forth in Part 4.2 of the Purchaser Disclosure Schedule, Purchaser 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 hereby.

Authority; No Conflict. (a) This Agreement has been duly executed and the Closing Documents have been authorized delivered by Purchaser’s board of directors and, to the extent required, the stockholders of Purchaser. This Agreement Buyer and constitutes the legal, valid, valid and binding obligation of PurchaserBuyer, enforceable against Purchaser Buyer in accordance with its terms, subject to except as enforceability may be limited by bankruptcy and laws, other similar Legal Requirements of general applicability relating to or laws affecting creditors’ rights and to general principles of equity principlesaffecting the availability of specific performance and other equitable remedies. Upon the execution and delivery by Purchaser Buyer of each of the documents and instruments to be executed and delivered by it at the Closing pursuant to Section 1.5(b) (collectively, the “Buyer Closing Documents”), each of the Buyer Closing Documents will constitute the legal, valid, valid and binding obligations obligation of PurchaserBuyer, enforceable against Purchaser Buyer in accordance with their respective its terms, enforceable against Purchaser in accordance with their respective termsexcept as enforceability may be limited by bankruptcy laws, subject to bankruptcy and other similar Legal Requirements of general applicability relating to or affecting creditors’ rights and general principles of equity affecting the availability of specific performance and other equitable remedies. Xxxxx has all requisite power and authority to general equity principlesexecute and deliver this Agreement and the Buyer Closing Documents to which it is party and to consummate the transactions contemplated hereby and thereby, and such action has been duly authorized by all necessary action, and no other action is required by Buyer to authorize the same. (b) Except as set forth in Part 4.2 of the Purchaser Disclosure Schedule, or as would not have a material adverse effect on Purchaser’s ability to perform its obligations hereunder, neither Neither the execution and delivery of this Agreement by Purchaser Buyer or any Buyer Closing Document by Buyer nor the consummation or performance of any of the Contemplated Transactions transactions contemplated hereby or thereby by Purchaser will Buyer will, directly or indirectly (with or without notice or lapse of time): ), give any Person the right to prevent, delay, or otherwise interfere with any of the transactions contemplated hereby pursuant to (i) contravene, conflict with or result in a violation of (A) any provision of PurchaserBuyer’s Organizational Documents or (B) any resolution adopted by the board of directors or the stockholders of Purchaserorganizational documents; or (ii) contravene, conflict with, or result in a violation of, or give any Governmental Body or Person the right to challenge any of the Contemplated Transactions or to exercise any remedy or obtain any relief under, any Legal Requirement or Order to which PurchaserRequirement, or any Order of the any Governmental Authority, to which Buyer or its assets owned are subject; or used (iii) any material contract or agreement to which Buyer is a party or by Purchaser, may be subject. Except as set forth in Part 4.2 of the Purchaser Disclosure Schedule, Purchaser which Buyer is not and bound. (c) Buyer will not be required to give any notice to, make any filing with or obtain any Consent consent, waiver or approval from any Governmental Authority or other Person in connection with the execution and delivery of this Agreement or the consummation or performance of any of the Contemplated Transactionstransactions contemplated hereby that has not already been given, made or obtained, except for compliance with the HSR Act, and the receipt, termination or expiration, as applicable, of approvals or waiting periods required under the HSR Act, except where failure to provide such notice, make such filing or obtain such consent, waiver or approval would not prevent, delay, or otherwise interfere with any of the transactions contemplated hereby.

Authority; No Conflict. (a) This Agreement and the Closing Documents have been authorized by Purchaser’s board of directors and, to the extent required, the stockholders of Purchaser. This Agreement constitutes the legal, valid, and binding obligation of PurchaserBuyer, enforceable against Purchaser Buyer in accordance with its terms, subject to bankruptcy and except as enforceability may be limited by bankruptcy, insolvency or other similar Legal Requirements of general applicability relating to or laws affecting creditors’ ' rights generally and to the exercise of judicial discretion in accordance with general equity equitable principles. Upon the execution and delivery by Purchaser Buyer of the Closing DocumentsMaster Escrow Agreement, the Share Restriction Agreements and the Retention and Noncompetition Agreements (collectively, the "BUYER'S CLOSING DOCUMENTS"), the Buyer's Closing Documents will constitute the legal, valid, and binding obligations of PurchaserBuyer, enforceable against Purchaser Buyer in accordance with their respective terms, enforceable against Purchaser except as enforceability may be limited by bankruptcy, insolvency or other laws affecting creditors' rights generally and the exercise of judicial discretion in accordance with their respective termsgeneral equitable principles. Buyer has the absolute and unrestricted right, subject power, and authority to bankruptcy execute and other similar Legal Requirements of general applicability relating to or affecting creditors’ rights deliver this Agreement and the Buyer's Closing Documents and to general equity principlesperform its obligations hereunder and thereunder. (b) Except as set forth in Part 4.2 of the Purchaser Disclosure Schedule, or as would not have a material adverse effect on Purchaser’s ability to perform its obligations hereunderSchedule 4.2(b), neither the execution and delivery of this Agreement by Purchaser Buyer nor the consummation or performance of any of the Contemplated Transactions by Purchaser Buyer will directly or indirectly (with or without notice or lapse of time): (i) contravene, conflict with or result in a violation of (A) any provision of Purchaser’s Organizational Documents or (B) any resolution adopted by the board of directors or the stockholders of Purchaser; or (ii) contravene, conflict with, or result in a violation of, or give any Governmental Body or Person the right to challenge prevent, delay, or otherwise interfere with any of the Contemplated Transactions and will not violate or to exercise conflict with Buyer's Organizational Documents or any remedy or obtain Laws of any relief under, any Legal Requirement or Order Governmental Body to which PurchaserBuyer is subject, or any of the assets owned or used by Purchaser, which Buyer may be subject. bound. (c) Except as set forth in Part 4.2 of the Purchaser Disclosure ScheduleSchedule 4.2(c), Purchaser Buyer is not and will not be required to give any notice to or obtain any Consent from any Person in connection with the execution and delivery of this Agreement or the consummation or performance of any of the Contemplated Transactions. (d) The Buyer Restricted Shares have been duly authorized and, upon issuance in accordance with this Agreement, will be validly issued, fully paid and nonassessable. Neither the issue nor sale of any Buyer Restricted Shares will violate the pre-emptive rights of any Person.

Authority; No Conflict. (a) This Agreement and the Closing Documents Contemplated Transactions have been duly authorized by PurchaserBuyer, including all necessary actions of Buyer’s board directors. Assuming the due execution and delivery of directors andthis Agreement by Sellers, to the extent required, the stockholders of Purchaser. This this Agreement constitutes the legal, valid, and binding obligation of PurchaserBuyer, enforceable against Purchaser Buyer in accordance with its terms, subject except to bankruptcy and the extent enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar Legal Requirements laws affecting the enforcement of general applicability relating to or affecting creditors’ rights in general and subject to general principles of equity principlesand the discretion of courts in granting equitable remedies. Upon the execution and delivery by Purchaser Buyer of the Closing DocumentsTransaction Documents to which Buyer is a party, and assuming the Closing due execution and delivery of such Transaction Documents by the other parties thereto, such Transaction Documents will constitute the legal, valid, and binding obligations of PurchaserBuyer, enforceable against Purchaser Buyer in accordance with their respective terms, enforceable against Purchaser in accordance with their respective termsexcept to the extent enforceability may be limited by bankruptcy, subject to bankruptcy and insolvency, reorganization, moratorium or other similar Legal Requirements laws affecting the enforcement of general applicability relating to or affecting creditors’ rights in general and subject to general principles of equity and the discretion of courts in granting equitable remedies. Buyer has the absolute and unrestricted right, power, authority, and capacity to execute and deliver this Agreement and the Transaction Documents to which it will be a party and to general equity principlesperform its obligations under this Agreement and the Transaction Documents to which it will be a party. (b) Except as set forth in Part 4.2 of the Purchaser Disclosure Schedule, or as would not have a material adverse effect on Purchaser’s ability to perform its obligations hereunderSchedule 4.2, neither the execution and delivery of this Agreement by Purchaser Buyer nor the consummation or performance of any of the Contemplated Transactions by Purchaser Buyer will directly give any Person the right to prevent, delay, or indirectly (otherwise interfere with or without notice or lapse any of time):the Contemplated Transactions pursuant to: (i) contravene, conflict with or result in a violation of (A) any provision of PurchaserBuyer’s Organizational Documents or Documents; (Bii) any resolution adopted by the board of directors or the stockholders of PurchaserBuyer; (iii) any Legal Requirement or Order to which Buyer may be subject; or (iiiv) any Contract to which Buyer is a party or by which Buyer may be bound. (c) Except as set forth in Schedule 4.2, neither the execution and delivery of this Agreement nor the consummation or performance of the transaction described in clause (a) of the definition of Contemplated Transactions will, directly or indirectly (with or without notice or lapse of time) contravene, conflict with, or result in a violation of, or give any Governmental Body or Person the right to challenge any of the Contemplated Transactions or to exercise any remedy or obtain any relief under, any Legal Requirement or any Order to which PurchaserBuyer is a party, or to which any of the assets owned or used by PurchaserBuyer is subject, may be subject. Except as set forth in Part 4.2 of the Purchaser Disclosure Schedule, Purchaser and Buyer is not and will not be required to obtain any Consent or Governmental Authorization from any Person in connection with the execution and delivery of this Agreement or the consummation or performance of any of the Contemplated Transactions.

Authority; No Conflict. (a) This Agreement and the Closing Documents have been authorized by Purchaser’s board of directors and, to the extent required, the stockholders of Purchaser. This Agreement constitutes the legal, valid, and binding obligation of PurchaserBuyer, enforceable against Purchaser Buyer in accordance with its terms, subject to bankruptcy and other similar Legal Requirements of general applicability relating to or affecting creditors’ rights and to general equity principles. Upon the execution and delivery by Purchaser Buyer of the Escrow 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 PurchaserBuyer, enforceable against Purchaser Buyer in accordance with their respective terms. Buyer has the absolute and unrestricted right, enforceable against Purchaser in accordance with their respective termspower, subject and authority to bankruptcy execute and other similar Legal Requirements of general applicability relating to or affecting creditors’ rights deliver this Agreement and the Buyer's Closing Documents and to general equity principlesperform its obligations under this Agreement and the Buyer's Closing Documents. Buyer is duly qualified to do business as a foreign corporation and is in good standing under the laws of each state or other jurisdiction in which either the ownership or use of the properties owned or used by it, or the nature of the activities conducted by it, requires such qualification. (b) Except as set forth in Part 4.2 of the Purchaser Disclosure Schedule, or as would not have a material adverse effect on Purchaser’s ability to perform its obligations hereunderSchedule 4.2, neither the execution and delivery of this Agreement by Purchaser Buyer nor the consummation or performance of any of the Contemplated Transactions by Purchaser Buyer will directly give any Person the right to prevent, delay, or indirectly (otherwise interfere with or without notice or lapse any of time):the Contemplated Transactions pursuant to: (i) contravene, conflict with or result in a violation of (A) any provision of Purchaser’s Buyer's Organizational Documents or Documents; (Bii) any resolution adopted by the board of directors or the stockholders of Purchaser; orBuyer; (iiiii) contravene, conflict with, or result in a violation of, or give any Governmental Body or Person the right to challenge any of the Contemplated Transactions or to exercise any remedy or obtain any relief under, any Legal Requirement or Order to which Purchaser, or any of the assets owned or used by Purchaser, 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 Part 4.2 of the Purchaser Disclosure ScheduleSchedule 4.2, Purchaser 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) Neither the execution and delivery of this Agreement by Buyer nor the consummation or performance of any of the Contemplated Transactions by Buyer will contravene, conflict with, or result in the violation of, or give any Governmental Body or other Person the right to challenge any of the Contemplated Transactions or to exercise any remedy or obtain any relief under, any Legal Requirement or any Order to which Buyer, or any of the assets owned or used by Buyer, may be subject.

Authority; No Conflict. (a) This Agreement and the Closing Documents have been authorized by Purchaser’s board of directors and, to the extent required, the stockholders of Purchaser. This Agreement constitutes the legal, valid, and binding obligation of PurchaserBuyer, enforceable against Purchaser Buyer in accordance with its terms, subject to bankruptcy and other similar Legal Requirements of general applicability relating to or affecting creditors’ rights and to general equity principles. Upon the execution and delivery by Purchaser 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 PurchaserBuyer, enforceable against Purchaser Buyer in accordance with their respective terms, enforceable against Purchaser in accordance with their respective terms, terms subject to bankruptcy applicable bankruptcy, insolvency, reorganization, moratorium, liquidation, fraudulent conveyance and other similar Legal Requirements and principles of general applicability relating to or equity, including, but not limited to, those affecting creditors’ rights and remedies generally. Buyer has the corporate power and authority to general equity principlesexecute and deliver this Agreement and Buyer’s Closing Documents to which it is a party and to perform its obligations under this Agreement and Buyer’s Closing Documents to which it is a party. (b) Except as set forth in Part 4.2 of the Purchaser Buyer’s Disclosure Schedule, or as would not have a material adverse effect on Purchaser’s ability to perform its obligations hereunderLetter, neither the execution and delivery of this Agreement by Purchaser nor the consummation or performance of any of the Contemplated Transactions by Purchaser will directly give any Person the right to prevent, delay, or indirectly (otherwise interfere with or without notice or lapse any of time):the Contemplated Transactions pursuant to: (i) contravene, conflict with or result in a violation of (A) any provision of PurchaserBuyer’s Organizational Documents or Documents; (Bii) any resolution adopted by the board of directors or the stockholders of Purchaser; orBuyer; (iiiii) contravene, conflict with, or result in a violation of, or give any Governmental Body or Person the right to challenge any of the Contemplated Transactions or to exercise any remedy or obtain any relief under, any Legal Requirement or Order to which Purchaser, or any of the assets owned or used by Purchaser, 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 Part 4.2 of the Purchaser Buyer’s Disclosure ScheduleLetter, Purchaser 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.

Authority; No Conflict. (a) This Agreement and the Closing Documents have been authorized by Purchaser’s board of directors and, to the extent required, the stockholders of Purchaser. This Agreement constitutes the legal, valid, and binding obligation of Purchasereach of Andritz and Buyer, enforceable against Purchaser Andritz and Buyer in accordance with its terms, subject to bankruptcy and other similar Legal Requirements of general applicability relating to or affecting creditors’ rights and to general equity principles. Upon the execution and delivery by Purchaser Andritz and Buyer of the Closing DocumentsAncillary Agreements to which they are a party, the Closing Documents such Ancillary Agreements will constitute the legal, valid, and binding obligations of PurchaserAndritz and Buyer (as the case may be), enforceable against Purchaser Andritz and Buyer (as the case may be) in accordance with their respective termsterms except to the extent that such enforceability may be limited or otherwise affected by applicable bankruptcy, enforceable against Purchaser in accordance with their respective termsreorganization, subject to bankruptcy insolvency, moratorium and other similar Legal Requirements of general applicability relating to or laws affecting creditors’ ' rights generally from time to time in effect or by general equitable principles. Each of Andritz and Buyer has the full right, power, and authority to execute and deliver this Agreement and the Ancillary Agreements to which it is a party and to general equity principlesperform its obligations under this Agreement and such Ancillary Agreements. (b) Except for consents required under any Transferred Contract and except as set forth in Part 4.2 of the Purchaser Disclosure Schedule, contemplated by Sections 5.6 or as would not have a material adverse effect on Purchaser’s ability to perform its obligations hereunder6.3, neither the execution and delivery of this Agreement by Purchaser Andritz or Buyer nor the consummation or performance of any of the Contemplated Transactions by Purchaser Andritz and Buyer will directly or indirectly (with or without notice or lapse of time): (i) contraveneconflict with, conflict with or result in a violation of or give any Person the right to prevent, delay, or otherwise interfere with any of the Contemplated Transactions pursuant to: (Ai) any provision of Purchaser’s Andritz's or Buyer's Organizational Documents or Documents; (Bii) any resolution adopted by the board of directors or the stockholders of PurchaserAndritz or Buyer; (iii) any Law or Order to which Andritz or Buyer may be subject; or (iiiv) contravene, conflict with, or result in a violation of, or give any Governmental Body or Person the right to challenge any of the Contemplated Transactions or to exercise any remedy or obtain any relief under, any Legal Requirement or Order Contract to which Purchaser, Andritz or any of the assets owned Buyer is a party or used by Purchaser, which Andritz or Buyer may be subject. bound. (c) Except for consents required under any Transferred Contract and except as set forth in Part 4.2 of the Purchaser Disclosure Schedulecontemplated by Sections 5.6 or 6.3, Purchaser neither Andritz nor 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 TransactionsTransactions other than consents required under Transferred Contracts.

Authority; No Conflict. (a) This Agreement and the Closing Documents have been authorized by Purchaser’s board of directors and, to the extent required, the stockholders of Purchaser. This Agreement constitutes the legal, valid, valid and binding obligation of PurchaserBuyer, enforceable against Purchaser Buyer in accordance with its terms, subject to bankruptcy and other similar Legal Requirements of general applicability applicable laws relating to or affecting creditors’ rights bankruptcy, insolvency, moratorium and to receivership, and general equity principlesprinciples of equity. Upon the execution and delivery by Purchaser Buyer of each Closing Document and other agreement or instrument to be executed or delivered by Buyer at Closing (collectively, the "Buyer's Closing Documents"), each of the Closing Documents, the Buyer's Closing Documents will constitute the legal, valid, valid and binding obligations obligation of PurchaserBuyer, enforceable against Purchaser Buyer in accordance with their respective terms, enforceable against Purchaser in accordance with their its respective terms, subject to bankruptcy and other similar Legal Requirements of general applicability applicable laws relating to or affecting creditors’ rights bankruptcy, insolvency, moratorium and receivership, and general principles of equity. Buyer has all necessary right, power and authority to execute and deliver this Agreement and the Buyer's Closing Documents and to general equity principlesperform its obligations under this Agreement and the Buyer's Closing Documents, and such action has been duly authorized by all necessary corporate and shareholder action. (b) Except as set forth in Part 4.2 of the Purchaser Disclosure Schedule, or as would not have a material adverse effect on Purchaser’s ability to perform its obligations hereunder, neither Neither the execution and delivery of this Agreement by Purchaser Buyer nor the consummation or performance of any of the Contemplated Transactions by Purchaser Buyer will directly give any Person the right to prevent, delay or indirectly (otherwise interfere with or without notice or lapse any of time):the Contemplated Transactions pursuant to: (i) contravene, conflict with or result in a violation of (A) any provision of Purchaser’s Organizational Documents or Buyer's Governing Documents; (Bii) any resolution adopted by the board of directors or the stockholders shareholders of Purchaser; orBuyer; (iiiii) contravene, conflict with, or result in a violation of, or give any Governmental Body or Person the right to challenge any of the Contemplated Transactions or to exercise any remedy or obtain any relief under, any Legal Requirement or Order to which Purchaser, or any of the assets owned or used by Purchaser, 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 Part 4.2 of the Purchaser Disclosure Schedule, Purchaser 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) Upon consummation of the Contemplated Transactions, Buyer will not have unreasonably small capital with which to conduct its proposed business.

Authority; No Conflict. (a) This Agreement and the Closing Documents have been authorized by Purchaser’s board of directors and, to the extent required, the stockholders of Purchaser. This Agreement constitutes the legal, valid, and binding obligation of Purchaser, enforceable against Purchaser in accordance with its terms, subject to bankruptcy and other similar Legal Requirements of general applicability relating to or affecting creditors’ rights and to general equity principles. Upon the execution and delivery by Purchaser of the Promissory Note, the Employment Agreement, the Consulting Agreement, the Retention Agreements, the Deferred Compensation Agreements and the Lease Agreement (collectively, the "Purchaser's Closing Documents"), the Purchaser's Closing Documents will constitute the legal, valid, and binding obligations of Purchaser, enforceable against Purchaser in accordance with their respective terms. Purchaser has the absolute and unrestricted right, enforceable against Purchaser in accordance with their respective termspower, subject and authority to bankruptcy execute and other similar Legal Requirements of general applicability relating to or affecting creditors’ rights deliver this Agreement and the Purchaser's Closing Documents and to general equity principlesperform its obligations under this Agreement and the Purchaser's Closing Documents. (b) Except as set forth in Part 4.2 of the Purchaser Disclosure Schedule, or as would not have a material adverse effect on Purchaser’s ability to perform its obligations hereunderSchedule 7.2, neither the execution and delivery of this Agreement by Purchaser nor the consummation or performance of any of the Contemplated Transactions by Purchaser will directly give any Person the right to prevent, delay, or indirectly (otherwise interfere with or without notice or lapse any of time):the Contemplated Transactions pursuant to: (i) contravene, conflict with or result in a violation of (A) any provision of Purchaser’s 's Organizational Documents or Documents; (Bii) any resolution adopted by the board of directors or the stockholders of Purchaser; or; (iiiii) contravene, conflict with, or result in a violation of, or give any Governmental Body or Person the right to challenge any of the Contemplated Transactions or to exercise any remedy or obtain any relief under, any Legal Requirement or Order to which Purchaser, or any of the assets owned or used by Purchaser, Purchaser may be subject; or (iv) any material Contract to which Purchaser is a party or by which Purchaser may be bound. Except as set forth in Part 4.2 of the Purchaser Disclosure ScheduleSchedule 7.2, Purchaser 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.

Authority; No Conflict. (a) This Agreement and the Closing Documents have been authorized by Purchaser’s board of directors and, to the extent required, the stockholders of Purchaser. This Agreement constitutes the legal, valid, and binding obligation of PurchaserBuyer, enforceable against Purchaser Buyer in accordance with its terms, subject to except as such enforceability may be limited by applicable bankruptcy and or other similar Legal Requirements of general applicability relating to or laws affecting creditors’ the rights and to remedies of creditors generally and by general principles of equity principles(regardless of whether such enforceability is considered in a proceeding in equity or at law). Upon the execution and delivery by Purchaser Buyer of the Instruments of Conveyance and any other documents executed and delivered by Buyer at the Closing (collectively, the “Buyer’s Closing Documents”), the Buyer’s Closing Documents will shall constitute the legal, valid, and binding obligations of Purchaser, Buyer enforceable against Purchaser Buyer in accordance with their respective terms, enforceable against Purchaser except as such enforceability may be limited by applicable bankruptcy or other similar laws affecting the rights and remedies of creditors generally and by general principles of equity (regardless of whether such enforceability is considered in accordance with their respective termsa proceeding in equity or at law). Buyer has the absolute and unrestricted right, power, authority, and capacity to execute and deliver this Agreement and the Buyer’s Closing Documents, and to perform its obligations under this Agreement and the Buyer’s Closing Documents, subject to bankruptcy Buyer becoming qualified with the MMS to own the Assets and other similar Legal Requirements of general applicability relating posting all bonds required by Federal regulations prior to or affecting creditors’ rights and to general equity principlesthe Closing as contemplated by Section 6.05. (b) Except as set forth in disclosed to Seller on Part 4.2 4.02 of the Purchaser Buyer’s Disclosure Schedule, or as would not have a material adverse effect on Purchaser’s ability to perform its obligations hereunder, neither the execution and delivery of this Agreement by Purchaser Buyer nor the consummation or performance of any of the Contemplated Transactions by Purchaser will directly or indirectly (with or without notice or lapse of time): (i) contravene, conflict with or result in a violation of (A) any provision of Purchaser’s Organizational Documents or (B) any resolution adopted by the board of directors or the stockholders of Purchaser; or (ii) contravene, conflict with, or result in a violation of, or Buyer shall give any Governmental Body or Person the right to challenge prevent, delay, or otherwise interfere with any of the Contemplated Transactions or Transactions. (c) Except as disclosed to exercise any remedy or obtain any relief under, any Legal Requirement or Order to which Purchaser, or any Seller on Part 4.02 of the assets owned or used by Purchaser, may be subject. Except as set forth in Part 4.2 of the Purchaser Buyer’s Disclosure Schedule, Purchaser Buyer is not and will shall not be required to give any notice to or obtain any Consent from any Person in connection with the execution and delivery of this Agreement or the consummation or performance of any of the Contemplated Transactions.

Authority; No Conflict. (a) This Agreement and the Closing Documents have been authorized by Purchaser’s board of directors and, to the extent required, the stockholders of Purchaser. This Agreement constitutes the legal, valid, valid and binding obligation of PurchaserBuyers, enforceable against Purchaser each of them in accordance with its terms, subject to bankruptcy and other similar Legal Requirements of general applicability relating to or affecting creditors’ rights and to general equity principles. Upon the execution and delivery by Purchaser Buyers of each of the Transaction Documents to which Buyer or Raven, respectively, is a party (collectively, the “Buyer Closing Documents”), each of the Buyer Closing Documents will constitute the legal, valid, valid and binding obligations obligation of PurchaserBuyer or Raven, as applicable, enforceable against Purchaser Buyer or Raven, as applicable, in accordance with their its respective terms. Buyer and Raven each have the absolute and unrestricted right, enforceable against Purchaser in accordance with their respective terms, subject power and authority to bankruptcy execute and deliver this Agreement and the other similar Legal Requirements of general applicability relating to or affecting creditors’ rights Buyer Closing Documents and to general equity principlesperform its respective obligations under this Agreement and the other Buyer Closing Documents, and such action has been duly authorized by all necessary corporate action of each of Buyer and Raven, respectively. (b) Except as set forth in Part 4.2 of the Purchaser Disclosure Schedule, or as would not have a material adverse effect on Purchaser’s ability to perform its obligations hereunder, neither Neither the execution and delivery of this Agreement any of the Buyer Closing Documents by Purchaser Buyer or Raven nor the consummation or performance of any of the Contemplated Transactions by Purchaser Buyer or Raven will directly give any Person the right to prevent, delay or indirectly (otherwise interfere with or without notice or lapse any of time):the Contemplated Transactions pursuant to: (i) contravene, conflict with or result in a violation of (A) any provision of PurchaserBuyer’s Organizational Documents or Raven’s respective Governing Documents; (Bii) any resolution adopted by the board of directors or the stockholders shareholders of Purchaser; orBuyer and Raven, respectively; (iiiii) contravene, conflict with, or result in a violation of, or give any Governmental Body or Person the right to challenge any of the Contemplated Transactions or to exercise any remedy or obtain any relief under, any Legal Requirement or Order to which PurchaserBuyer or Raven, or any of the assets owned or used by Purchaserrespectively, may be subject; or (iv) any Contract to which Buyer or Raven, respectively, is a party or by which Buyer or Raven, respectively, may be bound. Except as set forth in Part 4.2 of the Purchaser Disclosure Schedule, Purchaser Neither Buyer nor Raven is not and or 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.

Authority; No Conflict. (a) This Each of this Agreement and each of the documents and instruments executed and delivered by Buyer at Closing Documents have pursuant to Section 1.8(b) (collectively, the “Buyer’s Closing Documents”) has been duly authorized by Purchaserall necessary corporate action by Buyer’s board of directors anddirectors, to the extent required, the stockholders of Purchaser. This Agreement has been duly executed and delivered by Buyer and constitutes the legal, valid, and binding obligation of PurchaserBuyer, enforceable against Purchaser Buyer in accordance with its terms, subject to except as enforceability may be limited by bankruptcy and laws, other similar Legal Requirements of general applicability relating to or laws affecting creditors’ rights and general principles of equity affecting the availability of specific performance and other equitable remedies. Buyer has the right, power, authority and capacity to general equity principles. Upon execute and deliver this Agreement and the execution Buyer’s Closing Documents and delivery by Purchaser of to perform its obligations under this Agreement and the Buyer’s Closing Documents, the Closing Documents will constitute the legal, valid, and binding obligations of Purchaser, enforceable against Purchaser in accordance with their respective terms, enforceable against Purchaser in accordance with their respective terms, subject to bankruptcy and other similar Legal Requirements of general applicability relating to or affecting creditors’ rights and to general equity principles. (b) Except as set forth in Part 4.2 of the Purchaser Disclosure Schedule, or as would not have a material adverse effect on Purchaser’s ability to perform its obligations hereunder, neither Neither the execution and delivery of this Agreement and the Buyer’s Closing Documents by Purchaser Buyer nor the consummation or performance of any of the Contemplated Transactions transactions contemplated hereby or thereby by Purchaser Buyer will directly give any Person the right to prevent, delay, or indirectly (otherwise interfere with or without notice or lapse any of time): the transactions contemplated hereby pursuant to (i) contravene, conflict with or result in a violation of (A) any provision of PurchaserBuyer’s Organizational Documents certificate of incorporation or (B) any resolution adopted by the board of directors or the stockholders of Purchaserbylaws; or (ii) contravene, conflict with, or result in a violation of, or give any Governmental Body or Person the right to challenge any of the Contemplated Transactions or to exercise any remedy or obtain any relief under, any Legal Requirement or Order to which Purchaser, the Buyer or its assets are subject; or (iii) any of the assets owned contract or used agreement to which Buyer is a party or by Purchaser, which Buyer may be subject. Except as set forth in Part 4.2 of the Purchaser Disclosure Schedule, Purchaser 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 and the Buyer’s Closing Documents or the consummation or performance of any of the Contemplated Transactionstransactions contemplated hereby.

Authority; No Conflict. (a) This Agreement has been duly executed and delivered by the Closing Documents have been authorized by Purchaser’s board of directors and, to the extent required, the stockholders of Purchaser. This Agreement Company and constitutes the legal, valid, and binding obligation of Purchaserthe Company, enforceable against Purchaser the Company in accordance with its terms, subject to except as enforceability may be limited by bankruptcy and laws, other similar Legal Requirements of general applicability relating to or laws affecting creditors’ rights and to general principles of equity principlesaffecting the availability of specific performance and other equitable remedies. Upon the execution and delivery by Purchaser the Company of each of the documents and instruments to be executed and delivered by the Company at Closing pursuant to Section 1.15(a) (collectively, the “Company Closing Documents”) and assuming that the Company Closing Documents constitute the legal, valid and binding obligation of the other parties thereto, each of the Company Closing Documents will constitute the legal, valid, and binding obligations obligation of Purchaserthe Company, enforceable against Purchaser the Company in accordance with their respective terms, enforceable against Purchaser in accordance with their respective termsexcept as enforceability may be limited by bankruptcy laws, subject to bankruptcy and other similar Legal Requirements of general applicability relating to or laws affecting creditors’ rights and general principles of equity affecting the availability of specific performance and other equitable remedies. The Company has all requisite power, authority and capacity to general equity principlesexecute and deliver this Agreement and the Company Closing Documents and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized and approved by the Board of Directors of the Company and the Board of Directors has determined and declared that the Merger is advisable and in the best interests of the stockholders of the Company and is on terms that are fair to such stockholders. The affirmative vote or consent of (i) the holders of seventy-five percent of each class of the Company Preferred Stock outstanding and (ii) a majority of the outstanding Company Preferred Stock (voting on an “as-converted” basis) and the Company Common Stock, voting together as a single class, on the record date chosen for purposes of determining the stockholders of the Company entitled to vote on the approval of this Agreement are the only votes of the holders of any Company Capital Stock necessary pursuant to the Organizational Documents of the Company and its Subsidiaries and any agreement among holders of Company Capital Stock to approve this Agreement and the transactions contemplated hereunder (the “Required Stockholder Vote”). Other than the Required Stockholder Vote, no other organizational action on the part of the Company is necessary to authorize the execution and delivery of this Agreement and the Company Closing Documents by the Company or the consummation of the transactions contemplated hereby. (b) Except as set forth in Part 4.2 on Section 2.2(b) of the Purchaser Company Disclosure Schedule, or as would not have a material adverse effect on Purchaser’s ability to perform its obligations hereunder, neither the execution and delivery of this Agreement and the Company Closing Documents by Purchaser the Company nor the consummation or performance of any of the Contemplated Transactions transactions contemplated hereby by Purchaser the Company will directly or indirectly (with or without notice or lapse of time): ): (i) contravene, conflict with with, or result in a violation of (A) any provision of Purchaser’s the Organizational Documents of the Company or (B) any resolution adopted by Subsidiary of the board of directors or the stockholders of PurchaserCompany; or (ii) contravene, conflict with, or result in a violation of any Legal Requirement, or any Order of any Governmental Authority, to which the Company or any Subsidiary of the Company is subject; (iii) contravene, conflict with, or result in a violation of any of the terms or requirements of, or give any Governmental Body Authority the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is held by the Company or any of its Subsidiaries; (iv) breach any provision of, give any Person the right to challenge any of the Contemplated Transactions declare a default or to exercise any remedy or obtain any relief under, any Legal Requirement accelerate the maturity or Order to which Purchaserperformance of or payment under, or cancel, terminate, or modify any, Material Company Contract; or (v) result in the creation or imposition of any Encumbrance upon any of the assets owned of the Company or used by Purchaserany Subsidiary of the Company, may except in the case of each of the foregoing clauses (iv) through (v), any such contravention, violation, conflict, breach, default, termination, cancellation, acceleration or other events which, either individually or in the aggregate, would not reasonably be subject. expected to result in a Company Material Adverse Effect. (c) Except (i) as set forth in Part 4.2 on Section 2.2(c) of the Purchaser Company Disclosure Schedule, Purchaser (ii) the filing of the Certificate of Merger as provided in Section 1.2, and (iii) such filings as may be required under the HSR Act, neither the Company nor any Subsidiary of the Company is not and or will not be required to give any material notice to or obtain any Consent material consent or approval from (x) any Person Governmental Authority or (y) any party to any Company Contract in connection with the execution and delivery of this Agreement or the consummation or performance of any of the Contemplated Transactionstransactions contemplated hereby, except where the failure to provide such material notice or obtain such material consent or approval would not be material to the Company or the Subsidiaries.

Authority; No Conflict. (a) This Agreement and the Closing Documents have been authorized by Purchaser’s board of directors and, to the extent required, the stockholders of Purchaser. This Agreement constitutes the legal, valid, and binding obligation of PurchaserBuyer, enforceable against Purchaser Buyer in accordance with its terms, subject to bankruptcy and other similar Legal Requirements of general applicability relating to or affecting creditors’ rights and to general equity principles. Upon the execution and delivery by Purchaser Buyer and Cytomedix N.V. of the Assignment and Assumption Agreements, the Assignment and Assumption of Leases, the Royalty Agreement, the Transition Services Agreement, the Supply Agreement, the Cytomedix N.V. Guaranty Agreement, the Cytomedix, Inc. Guaranty Agreement and each other agreement to be executed or delivered by Buyer and Cytomedix N.V. at Closing (collectively, the "Buyer's Closing Documents"), each of the Buyer's Closing Documents will constitute the legal, valid, and binding obligations obligation of PurchaserBuyer and Cytomedix N.V., enforceable against Purchaser Buyer and Cytomedix N.V. in accordance with their its respective terms. Buyer and Cytomedix N.V. have the power, enforceable against Purchaser in accordance with their respective terms, subject and authority to bankruptcy execute and other similar Legal Requirements of general applicability relating to or affecting creditors’ rights deliver this Agreement and the Buyer's Closing Documents and to general equity principlesperform their obligations under this Agreement and the Buyer's Closing Documents, and such action has been duly authorized by all necessary corporate action. (b) Except as set forth in Part 4.2 of the Purchaser Disclosure Schedule, or as would not have a material adverse effect on Purchaser’s ability to perform its obligations hereunderSchedule 4.2(b), neither the execution and delivery of this Agreement by Purchaser nor the consummation or performance of any of the Contemplated Transactions by Purchaser will will, directly or indirectly (with or without notice or lapse of time): (i) contravene, conflict with or result in a violation of breach (A) any provision of Purchaser’s Organizational any of the Governing Documents of Buyer, or (B) any resolution adopted by the board of directors or the stockholders shareholders of Purchaser; orBuyer; (ii) contravene, conflict with, or result in a violation of, breach or give any Governmental Body or other Person the right to challenge any of the Contemplated Transactions or to exercise any remedy or obtain any relief under, any Legal Requirement or any Order to which PurchaserBuyer may be subject; (iii) contravene, conflict with, or result in a violation or breach of any of the assets owned terms or used requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate, or adversely modify, any Governmental Authorization that is held by PurchaserBuyer; or (iv) cause Buyer to become subject to, may be subject. or to become liable for, the payment of any Tax; in each case of (i) through (iv) above, the result of which could reasonably expected to have a material adverse effect on the financial condition of Buyer. (c) Except as set forth in Part 4.2 of the Purchaser Disclosure ScheduleSchedule 4.2(c), Purchaser 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.

Authority; No Conflict. (a) This Agreement and the Closing Documents have been authorized by Purchaser’s board of directors and, to the extent required, the stockholders of Purchaser. This Agreement constitutes the legal, valid, valid and binding obligation of PurchaserBuyer, enforceable against Purchaser Buyer in accordance with its terms, subject to bankruptcy and except as enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, or moratorium laws, other similar Legal Requirements of general applicability relating to or laws affecting creditors’ rights and general principles of equity affecting the availability of specific performance and other remedies. Buyer has the absolute and unrestricted right, power and authority to general equity principlesexecute and deliver the Transaction Documents and to perform the Contemplated Transactions, and such action has been duly authorized by all necessary action by Buyer’s board of directors and stockholders. Upon All action on the part of the officers of Buyer necessary for the execution and delivery by Purchaser of the Transaction Documents, the performance of all obligations of Buyer under the Transaction Documents to be performed as of the Closing Documents, the Closing Documents will constitute the legal, valid, and binding obligations of Purchaser, enforceable against Purchaser in accordance with their respective terms, enforceable against Purchaser in accordance with their respective terms, subject to bankruptcy and other similar Legal Requirements of general applicability relating to or affecting creditors’ rights and to general equity principleshas been taken. (b) Except as set forth in Part 4.2 of the Purchaser Disclosure Schedule, or as would not have a material adverse effect on Purchaser’s ability to perform its obligations hereunder, neither Neither the execution and delivery of this Agreement by Purchaser Buyer nor the consummation or performance of any of the Contemplated Transactions by Purchaser will Buyer will, directly or indirectly indirectly, give any Person the right to challenge, prevent, delay or otherwise interfere with any of the Contemplated Transactions pursuant to, or constitute or result in a Breach (with or without notice or lapse of time): (i) contravene, conflict with or result in a violation of (Aiii) any provision of PurchaserBuyer’s Organizational Governing Documents or (B) any resolution adopted by the board of directors or the stockholders of PurchaserBuyer; or (ii) contravene, conflict with, or result in a violation of, or give any Governmental Body or Person the right to challenge any of the Contemplated Transactions or to exercise any remedy or obtain any relief under, any Legal Requirement or Order to which Purchaser, Buyer or any of the assets owned or used by Purchaser, Buyer’s Affiliates may be subject. Except as set forth in Part 4.2 of the Purchaser Disclosure Schedule, Purchaser ; or (iii) any Contract to which Buyer is not and will not a party or by which Buyer or Buyer’s Affiliates may 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 Transactionsbound.

Authority; No Conflict. (a) This Agreement The Buyer has full power and authority to execute and deliver and to perform its obligations under this Agreement, and the Closing Documents execution, delivery and performance by the Buyer of this Agreement, and the consummation of the Contemplated Transactions, have been duly and validly authorized by Purchaser’s all necessary actions of the Buyer and its board of directors and, (none of which has been modified or rescinded and all of which actions are in full force and effect). No other action on the part of the Buyer is necessary to authorize the extent required, execution and delivery of this Agreement or the stockholders performance of Purchaserits obligations hereunder. This Agreement constitutes the legal, valid, a valid and binding agreement and obligation of Purchaserthe Buyer, enforceable against Purchaser the Buyer in accordance with its terms, subject to bankruptcy and other similar Legal Requirements of general applicability relating to or affecting creditors’ rights and to general equity principlesexcept as such enforceability may be limited by the Enforceability Exceptions. Upon the execution and delivery by Purchaser Buyer of the Escrow Agreement and all other documents required to be executed by Buyer at Closing (collectively, the “Buyer’s Closing Documents”), the Buyer’s Closing Documents will constitute the legal, valid, and binding obligations of PurchaserBuyer, enforceable against Purchaser Buyer in accordance with their respective terms, enforceable against Purchaser in accordance with their respective terms, subject except as such enforceability may be limited by the Enforceability Exceptions. Buyer has the power and authority to bankruptcy execute and other similar Legal Requirements of general applicability relating to or affecting creditors’ rights deliver this Agreement and the Buyer’s Closing Documents and to general equity principlesperform its obligations under this Agreement and the Buyer’s Closing Documents. (b) Except as set forth in Part 4.2 of the Purchaser Disclosure Schedule, or as would not have a material adverse effect on Purchaser’s ability to perform its obligations hereunder, neither Neither the execution and delivery of this Agreement and the Buyer’s Closing Documents by Purchaser Buyer nor the consummation or performance of any of the Contemplated Transactions by Purchaser Buyer will directly or indirectly (with or without notice or lapse of time): (i) contravene, conflict with or result in a violation of (A) any provision of Purchaser’s Organizational Documents or (B) any resolution adopted by the board of directors or the stockholders of Purchaser; or (ii) contravene, conflict with, or result in a violation of, or give any Governmental Body or Person the right to challenge prevent, delay or otherwise interfere with any of the Contemplated Transactions or pursuant to exercise any remedy or obtain any relief underprovision of the Buyer’s Organizational Documents, any Legal Requirement or Order to which Purchaserthe Buyer may be subject or any Contract to which the Buyer is a party or by which the Buyer may be bound, (ii) violate any Legal Requirement or Order to which the Buyer may be subject or (iii) conflict with, result in a breach of, constitute a default under, result in the acceleration of, or create in any of Person the assets owned right to accelerate, terminate, modify or used cancel, any Contract to which the Buyer is a party or by Purchaser, which the Buyer may be subject. bound. (c) Except as set forth in Part 4.2 Section 5.2(c) of the Purchaser Disclosure Schedule, Purchaser 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 and the Buyer’s Closing Documents or the consummation or performance of any of the Contemplated Transactions.

Authority; No Conflict. (a) This Agreement and the Closing Documents have been authorized by Purchaser’s board of directors and, to the extent required, the stockholders of Purchaser. This Agreement constitutes the legal, valid, and binding obligation of PurchaserBuyer, enforceable against Purchaser Buyer in accordance with its terms, subject to bankruptcy and except as may be limited by bankruptcy, insolvency or other similar Legal Requirements of general applicability relating to or laws affecting creditors’ rights generally and to general equity principlesprinciples of equity. Upon the execution and delivery by Purchaser Buyer of the Buyer’s Closing Documents, the Buyer’s Closing Documents will constitute the legal, valid, and binding obligations of PurchaserBuyer, enforceable against Purchaser Buyer in accordance with their respective terms, enforceable against Purchaser in accordance with their respective termsexcept as may be limited by bankruptcy, subject to bankruptcy and insolvency or other similar Legal Requirements of general applicability relating to or laws affecting creditors’ rights generally and general principles of equity. Buyer has the requisite power, and authority to execute and deliver this Agreement and the Buyer’s Closing Documents and to general equity principlesperform its obligations under this Agreement and the Buyer’s Closing Documents. (b) Except as set forth in Part 4.2 The execution and delivery of this Agreement and the Buyer’s Closing Documents, and the consummation of the Purchaser Disclosure ScheduleContemplated Transactions, have been duly authorized by all requisite corporate action on the part of Buyer, and no other proceedings on the part of Buyer’s board or directors or stockholders are necessary to authorize the execution, delivery and performance of this Agreement and Buyer Closing Documents, or as would not have a material adverse effect on Purchaser’s ability to perform its obligations hereunder, neither the consummation of the Contemplated Transactions. (c) Neither the execution and delivery of this Agreement by Purchaser Buyer nor the consummation or performance of any of the Contemplated Transactions by Purchaser Buyer will directly give any Person the right to prevent, delay, or indirectly (otherwise interfere with or without notice or lapse any of time):the Contemplated Transactions pursuant to: (i) contravene, conflict with or result in a violation of (A) any provision of PurchaserBuyer’s Organizational Documents or Documents; (Bii) any resolution adopted by the board of directors or the stockholders of Purchaser; orBuyer; (iiiii) contravene, conflict with, or result in a violation of, or give any Governmental Body or Person the right to challenge any of the Contemplated Transactions or to exercise any remedy or obtain any relief under, any Legal Requirement or Order to which Purchaser, Buyer or any of the its assets owned or used by Purchaser, 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 Part 4.2 of the Purchaser Disclosure ScheduleSchedule 4.2, Purchaser 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.

Authority; No Conflict. (a) This Agreement and the Closing Documents have been authorized by Purchaser’s board of directors and, to the extent required, the stockholders of Purchaser. This Agreement constitutes the legal, valid, and binding obligation of PurchaserBuyer, enforceable against Purchaser Buyer in accordance with its termsterms except that enforceability thereof may be limited by bankruptcy, subject to bankruptcy and insolvency, reorganization or other similar Legal Requirements of general applicability relating to or laws affecting creditors’ ' rights generally and to general principles of equity principlesregarding the availability of remedies. Upon the execution and delivery by Purchaser Buyer of the Escrow Agreement, the Employment Agreements, the Earnout Agreement and the Noncompetition Agreement (collectively, the "Buyer's Closing Documents"), the Buyer's Closing Documents will constitute the legal, valid, and binding obligations of PurchaserBuyer, enforceable against Purchaser Buyer in accordance with their respective terms. Buyer has the absolute and unrestricted right, enforceable against Purchaser in accordance with their respective termspower, subject and authority to bankruptcy execute and other similar Legal Requirements of general applicability relating to or affecting creditors’ rights deliver this Agreement and the Buyer's Closing Documents and to general equity principlesperform its obligations under this Agreement and the Buyer's Closing Documents, and the consummation by Buyer of the transactions contemplated hereby and thereby have been duly authorized by its Board of Directors (which authorization has not been modified or rescinded and is in full force and effect). (b) Except as set forth in Part 4.2 of the Purchaser Disclosure Schedule, or as would not have a material adverse effect on Purchaser’s ability to perform its obligations hereunderSCHEDULE 4.2, neither the execution and delivery of this Agreement by Purchaser Buyer nor the consummation or performance of any of the Contemplated Transactions by Purchaser Buyer will directly give any Person the right to prevent, delay, or indirectly (otherwise interfere with or without notice or lapse any of time):the Contemplated Transactions pursuant to: (i) contravene, conflict with or result in a violation of (A) any provision of Purchaser’s Buyer's Organizational Documents or Documents; (Bii) any resolution adopted by the board of directors or the stockholders of Purchaser; orBuyer; (iiiii) contravene, conflict with, or result in a violation of, or give any Governmental Body or Person the right to challenge any of the Contemplated Transactions or to exercise any remedy or obtain any relief under, any Legal Requirement or Order to which Purchaser, or any of the assets owned or used by Purchaser, 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 Part 4.2 of the Purchaser Disclosure ScheduleSCHEDULE 4.2, Purchaser 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.

Authority; No Conflict. (a) This Agreement and the Closing Documents have been authorized by Purchaser’s board of directors and, to the extent required, the stockholders of Purchaser. This Agreement constitutes the legal, valid, and binding obligation of PurchaserBuyer, enforceable against Purchaser Buyer in accordance with its terms, subject except as such enforcement may be limited by general equitable principles or by applicable bankruptcy, insolvency, moratorium or similar laws and judicial decisions from time to bankruptcy and other similar Legal Requirements of general applicability relating to or affecting time in effect which affect creditors’ rights and to general equity principlesgenerally. Upon the execution and delivery by Purchaser the Company of the Employment Agreement (collectively, the “Buyer’s Closing Documents”), the Buyer’s Closing Documents will constitute the legal, valid, and binding obligations of PurchaserBuyer, enforceable against Purchaser Buyer in accordance with their respective terms, enforceable against Purchaser except as such enforcement may be limited by general equitable principles or by applicable bankruptcy, insolvency, moratorium or similar laws and judicial decisions from time to time in accordance with their respective terms, subject to bankruptcy and other similar Legal Requirements of general applicability relating to or affecting effect which affect creditors’ rights generally. Buyer has the corporate right, power, and authority to execute and deliver this Agreement and the Buyer’s Closing Documents and to general equity principlesperform its obligations under this Agreement and the Buyer’s Closing Documents. The execution and delivery by the Buyer of this Agreement and the Buyer’s Closing Documents and the performance by the Buyer of its covenants and agreements hereunder and thereunder and the consummation by the Buyer of the Contemplated Transactions have been duly authorized by all necessary corporate action. (b) Except as set forth in Part 4.2 of the Purchaser Disclosure Schedule, or as would not have a material adverse effect on Purchaser’s ability to perform its obligations hereunderSchedule 4.2, neither the execution and delivery of this Agreement by Purchaser Buyer nor the consummation or performance of any of the Contemplated Transactions by Purchaser Buyer will directly give any Person the right to prevent, delay, or indirectly (otherwise interfere with or without notice or lapse any of time):the Contemplated Transactions pursuant to: (i) contravene, conflict with or result in a violation of (A) any provision of PurchaserBuyer’s Organizational Documents or Documents; (Bii) any resolution adopted by the board of directors or the stockholders shareholders of Purchaser; orBuyer; (iiiii) contravene, conflict with, or result in a violation of, or give any Governmental Body or Person the right to challenge any of the Contemplated Transactions or to exercise any remedy or obtain any relief under, any Legal Requirement or Order to which Purchaser, or any of the assets owned or used by Purchaser, 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 Part 4.2 of the Purchaser Disclosure ScheduleSchedule 4.2, Purchaser 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.

Authority; No Conflict. (a) This Buyer has all corporate right, power, and authority to execute and deliver this Agreement and the Closing Documents other documents to be executed in connection herewith, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery by Buyer of this Agreement and the other documents to be executed in connection herewith and the performance of its obligations hereunder and thereunder have been duly and validly authorized by Purchaser’s the board of directors and, of Buyer. No other corporate proceedings on the part of Buyer is necessary to authorize the extent required, consummation of the stockholders of Purchasertransactions contemplated hereby. This Agreement has been duly executed and delivered by Buyer and, assuming due authorization, execution and delivery hereof by the other parties hereto, constitutes the legal, valid, and binding obligation of PurchaserBuyer, enforceable against Purchaser Buyer in accordance with its terms, subject to bankruptcy and other similar Legal Requirements of general applicability relating to or affecting creditors’ rights and to general equity principles. Upon the execution and delivery by Purchaser of the Closing Documents, the Closing Documents will constitute the legal, valid, and binding obligations of Purchaser, enforceable against Purchaser in accordance with their respective terms, enforceable against Purchaser in accordance with their respective terms, subject to bankruptcy and other similar Legal Requirements of general applicability relating to or affecting creditors’ rights and to general equity principles. (b) Except as set forth in Part 4.2 of the Purchaser Disclosure Schedule, or as would not have a material adverse effect on Purchaser’s ability to perform its obligations hereunderSchedule 5.2(b), neither the execution and delivery of this Agreement by Purchaser Buyer nor the consummation or performance of any of the Contemplated Transactions transactions contemplated by Purchaser this Agreement by Buyer will directly give any Person the right to prevent, delay, or indirectly (otherwise materially interfere with or without notice or lapse any of time):the transactions contemplated by this Agreement pursuant to: (i) contravene, conflict with or result in a violation of (A) any provision of Purchaser’s Buyer's Organizational Documents or Documents, as applicable; (Bii) any resolution adopted by the board of directors or the stockholders of PurchaserBuyer; (iii) any Legal Requirement to which Buyer may be subject; or (iiiv) contravene, conflict with, or result in a violation of, or give any Governmental Body or Person the right to challenge any of the Contemplated Transactions or to exercise any remedy or obtain any relief under, any Legal Requirement or Order material Contract to which Purchaser, Buyer is a party or any of the assets owned or used by Purchaser, which Buyer may be subjectbound. Except as set forth in Part 4.2 of the Purchaser Disclosure ScheduleSchedule 5.2(b), Purchaser Buyer is not and not, nor will not be it be, required to obtain any Consent from from, observe any waiting period imposed by, or make any filing with or notification to, any Person in connection with the execution and delivery of this Agreement or the consummation or performance of any of the Contemplated Transactionstransactions contemplated in this Agreement. (c) Except as expressly set forth in this Agreement or in the attachments hereto, and except for the Confidentiality Agreement, Buyer is not a party to any other agreement or understanding with any of Sellers, the Company or any of the Company's employees.

Authority; No Conflict. (a) This Agreement and the Closing Documents have been authorized by Purchaser’s board of directors and, to the extent required, the stockholders of Purchaser. This Agreement constitutes the legal, valid, and binding obligation of PurchaserBuyer, enforceable against Purchaser Buyer in accordance with its terms, subject to bankruptcy and other similar Legal Requirements of general applicability relating to or affecting creditors’ rights and to general equity principles. Upon the execution and delivery by Purchaser Buyer of the Closing DocumentsQBermuda Assignment and Assumption Agreement, the Closing Documents QIreland Assignment and Assumption Agreement, the Bioglan Assignment and Assumption Agreement, the Patent Application Assignment and the Trademark Assignment, each of such documents will constitute the legal, valid, and binding obligations of PurchaserBuyer, enforceable against Purchaser Buyer in accordance with their the respective terms, enforceable against Purchaser in accordance with their respective terms, subject terms thereof. Buyer has all requisite power and authority to bankruptcy execute and other similar Legal Requirements of general applicability relating to or affecting creditors’ rights deliver this Agreement and to general equity principlesperform its obligations under this Agreement and the transactions contemplated by this Agreement. (b) Except as set forth in Part 4.2 of the Purchaser Disclosure Schedule, or as would not have a material adverse effect on Purchaser’s ability to perform its obligations hereunder, neither Neither the execution and delivery of this Agreement by Purchaser nor the consummation or performance of any of the Contemplated Transactions by Purchaser transactions contemplated hereby will directly or indirectly (with or without notice or lapse of time): (i) contravene, conflict with or result in a violation of (A) violate any provision of Purchaser’s Buyer's Organizational Documents or (B) any resolution adopted by the board of directors or the stockholders of PurchaserDocuments; or (ii) contravene, conflict with, violate any Legal Requirement applicable to Buyer or the transactions contemplated hereby; or (iii) result in a the breach or violation of, or give constitute a default under, any Governmental Body material agreement to which Buyer is a party or Person by which Buyer may be bound, except in the right case of clauses (ii) and (iii) for such violation, breach, or default which would not, individually or in the aggregate, reasonably be expected to challenge prevent, delay or otherwise interfere with the consummation or performance of any of the Contemplated Transactions or transactions contemplated hereby. (c) Subject to exercise compliance with the HSR Act, Buyer is not, and will not be, required to give any remedy notice to or obtain any relief underapproval, any Legal Requirement consent or Order to which Purchaser, or any of the assets owned or used by Purchaser, may be subject. Except as set forth in Part 4.2 of the Purchaser Disclosure Schedule, Purchaser is not and will not be required to obtain any Consent other authorization 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 hereby.

Authority; No Conflict. (a) This The Investor has the requisite partnership power and authority to enter into, execute and deliver this Agreement and to consummate the Closing Documents have been authorized by Purchaser’s board of directors and, to the extent required, the stockholders of Purchaser. This Agreement constitutes the legal, validContemplated Transactions, and binding obligation of Purchaserhas taken all necessary partnership action required for the due authorization, enforceable against Purchaser in accordance with its terms, subject to bankruptcy and other similar Legal Requirements of general applicability relating to or affecting creditors’ rights and to general equity principles. Upon the execution and delivery by Purchaser of the Closing Documents, the Closing Documents will constitute the legal, valid, and binding obligations of Purchaser, enforceable against Purchaser in accordance with their respective terms, enforceable against Purchaser in accordance with their respective terms, subject to bankruptcy and other similar Legal Requirements of general applicability relating to or affecting creditors’ rights and to general equity principles. (b) Except as set forth in Part 4.2 of the Purchaser Disclosure Schedule, or as would not have a material adverse effect on Purchaser’s ability to perform its obligations hereunder, neither the execution and delivery of this Agreement and the consummation of the Contemplated Transactions. This Agreement has been duly executed and delivered by Purchaser the Investor, and this Agreement constitutes the legal, valid and binding obligation of such Investor, enforceable against the Investor in accordance with its terms. (b) Neither the execution and delivery by the Investor of this Agreement nor the consummation or performance on the part of the Investor of any of the Contemplated Transactions by Purchaser will will, directly or indirectly (with or without notice or lapse of timetime or both): (i) contravene, conflict with, or result in a violation of (1) any provision of the Organizational Documents of the Investor, or (2) any resolution adopted by the board of directors (or similar governing body) or the partners of the Investor; or (ii) contravene, conflict with or result in a violation of (A) any provision existing Law as in effect on the date of Purchaser’s Organizational Documents this Agreement or (B) as in effect on the applicable Closing Date to which the Investor, or any resolution adopted of the properties, assets, rights or interests owned or used by the board Investor, may be subject. except, in the case of directors clause (ii), where such occurrence, event or results would not reasonably be expected to prohibit, materially delay or materially and adversely impact the stockholders Investor’s performance of Purchaser; orits obligations under this Agreement. (c) Except (i) for Consents that have been obtained, notices which have been given and filings which have been made, (ii) contravene, conflict with, or result in a violation of, or where the failure to give any Governmental Body notice, obtain any Consent or Person make any filing would not, indirectly or in the right aggregate, reasonably be expected to challenge prevent or materially delay the consummation of any of the Contemplated Transactions or to exercise any remedy or obtain any relief under, any Legal Requirement or Order to which Purchaser, and (iii) compliance with the applicable requirements of the HSR Act or any of foreign competition Laws, if required, the assets owned or used by Purchaser, may be subject. Except as set forth in Part 4.2 of the Purchaser Disclosure Schedule, Purchaser Investor is not and will not be required to give any notice to, make any filing with or obtain any Consent from from, any Person in connection with the execution and delivery by the Investor of this Agreement or the consummation or performance by the Investor of any of the Contemplated Transactions.

Authority; No Conflict. (a) This Agreement and the Closing Documents have been authorized by Purchaser’s board of directors and, to the extent required, the stockholders of Purchaser. This Agreement constitutes the legal, valid, valid and binding obligation of PurchaserEPB, enforceable against Purchaser EPB in accordance with its terms, subject to bankruptcy and except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar Legal Requirements laws of general applicability relating to or application affecting enforcement of creditors’ rights and to general equity principlesor by principles of equity. Upon the execution and delivery by Purchaser EPB of each document to be executed or delivered by EPB at Closing pursuant to Section 8.2(d) (collectively, the “EPB Closing Documents”), each of the Closing Documents, the EPB Closing Documents will constitute the legal, valid, valid and binding obligations obligation of PurchaserEPB, enforceable against Purchaser EPB in accordance with their respective terms, enforceable against Purchaser in accordance with their respective termsexcept as such enforcement may be limited by applicable bankruptcy, subject to bankruptcy and insolvency, reorganization, moratorium or other similar Legal Requirements laws of general applicability relating to or application affecting enforcement of creditors’ rights and to general equity principlesor by principles of equity. (b) EPB has all requisite limited liability company power and authority to execute and deliver this Agreement and the EPB Closing Documents and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement by EPB and the consummation by EPB of the transactions contemplated hereby have been duly authorized by EPB’s members and managers, and no other limited liability company action on the part of EPB is necessary to authorize the execution and delivery by EPB of this Agreement or the consummation of the transactions contemplated hereby. (c) Except as set forth in Part 4.2 of the Purchaser Disclosure Schedule, or as would not have a material adverse effect on Purchaser’s ability to perform its obligations hereunderSchedule 3.2(c), neither the execution and delivery of this Agreement by Purchaser nor the consummation or performance of any of the Contemplated Transactions by Purchaser transactions contemplated hereby will directly or indirectly (with or without notice or lapse of time): (i) contraveneconflict with or violate the EPB Governing Documents, (ii) conflict with or result in a any material violation of any federal, state, local or municipal laws, statutes, ordinances, codes or regulations (A“Legal Requirements”) applicable to EPB, or any order, injunction, judgment, decree, ruling, assessment or arbitration award (“Orders”) of any Governmental Authority or arbitrator to which EPB or any of its assets are subject, (iii) materially breach any provision of Purchaser’s Organizational Documents or (B) any resolution adopted by the board of directors or the stockholders of Purchaser; or (ii) contravene, conflict with, or result in a violation of, or give any Governmental Body or Person the right to challenge any of the Contemplated Transactions declare a default or to exercise any remedy or obtain any relief under, any Legal Requirement or Order to which Purchaseraccelerate the maturity or performance of, or payment under, or to cancel, terminate, or modify, any Material Contract or otherwise cause any Person to terminate a material relationship with EPB, or (iv) result in the imposition or creation of any material Lien upon or with respect to any of the assets owned or used by Purchaserof EPB. (d) Except (i) for applicable requirements under the HSR Act, may be subject. Except and (ii) as set forth in Part 4.2 of the Purchaser Disclosure ScheduleSchedule 3.2(d), Purchaser EPB is not and will not be required to give any notice to or obtain any Consent consent from any Governmental Authority or from any other Person in connection with the execution and delivery of this Agreement or the consummation or performance of any of the Contemplated Transactionstransactions contemplated hereby, except for any failure which would not be material, individually or in the aggregate.

Authority; No Conflict. (a) This Agreement and the Closing Documents have been authorized by Purchaser’s board of directors and, to the extent required, the stockholders of Purchaser. This Agreement constitutes the legal, valid, and binding obligation of PurchaserBuyer and Parent, enforceable against Purchaser Buyer and Parent in accordance with its terms, subject to bankruptcy and other except as the enforcement thereof may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or similar Legal Requirements of general applicability laws relating to or affecting limiting creditors’ rights and to general equity principlesgenerally. Upon the execution and delivery by Purchaser Buyer of the Assignment and Assumption Agreement, the Employment Agreement, and each other agreement to be executed or delivered by Buyer or Parent at Closing (collectively, the “Buyer’s Closing Documents”), each of the Buyer’s Closing Documents will constitute the legal, valid, valid and binding obligations obligation of PurchaserBuyer and/or Parent, as applicable, enforceable against Purchaser such party in accordance with their its respective terms, enforceable against Purchaser in accordance with their respective termsexcept as the enforcement thereof may be limited by equitable principles or by bankruptcy, subject to bankruptcy and other insolvency, reorganization, moratorium, or similar Legal Requirements of general applicability laws relating to or affecting limiting creditors’ rights generally. Each of Buyer and Parent has the absolute and unrestricted right, power, and authority to execute and deliver this Agreement and the Buyer’s Closing Documents and to general equity principlesperform its obligations under this Agreement and the Buyer’s Closing Documents, and such action has been duly authorized by all necessary corporate action. (b) Except as set forth in Part 4.2 of the Purchaser Disclosure Schedule, or as would not have a material adverse effect on Purchaser’s ability to perform its obligations hereunder, neither Neither the execution and delivery of this Agreement by Purchaser Buyer and Parent nor the consummation or performance of any of the Contemplated Transactions by Purchaser Buyer and Parent will directly give any Person the right to prevent, delay or indirectly (otherwise interfere with or without notice or lapse any of time):the Contemplated Transactions pursuant to: (i) contravene, conflict with or result in a violation of (A) any provision of PurchaserBuyer or Parent’s Organizational Documents or Governing Documents; (Bii) any resolution adopted by the board of directors of Buyer or the stockholders of Purchaser; orParent; (iiiii) contravene, conflict with, or result in a violation of, or give any Governmental Body or Person the right to challenge any of the Contemplated Transactions or to exercise any remedy or obtain any relief under, any Legal Requirement or Order to which Purchaser, Buyer or any of the assets owned or used by Purchaser, Parent 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 Part 4.2 of the Purchaser Disclosure Schedule, Purchaser is Buyer or Parent are 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.

Authority; No Conflict. (a) This Agreement and the Closing Documents Contemplated Transactions have been duly authorized by Purchaser’s board Buyer, including all necessary actions of directors andBuyer's directors. Assuming the due execution and delivery of this Agreement by Seller, to the extent required, the stockholders of Purchaser. This this Agreement constitutes the legal, valid, and binding obligation of PurchaserBuyer, enforceable against Purchaser Buyer in accordance with its terms, except to the extent enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors' rights in general and subject to bankruptcy general principles of equity and other similar Legal Requirements the discretion of general applicability relating to or affecting creditors’ rights and to general equity principlescourts in granting equitable remedies. Upon the execution and delivery by Purchaser Buyer of the Closing DocumentsTransaction Documents to which Buyer is a party, and assuming the Closing due execution and delivery of such Transaction Documents by the other parties thereto, such Transaction Documents will constitute the legal, valid, and binding obligations of PurchaserBuyer, enforceable against Purchaser Buyer in accordance with their respective terms, enforceable against Purchaser except to the extent enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors' rights in accordance with their respective terms, general and subject to bankruptcy general principles of equity and other similar Legal Requirements the discretion of general applicability relating courts in granting equitable remedies. Buyer has the absolute and unrestricted right, power, authority, and capacity to or affecting creditors’ rights execute and deliver this Agreement and the Transaction Documents to which it will be a party and to general equity principlesperform its obligations under this Agreement and the Transaction Documents to which it will be a party. (b) Except as set forth in Part 4.2 of the Purchaser Disclosure Schedule, or as would not have a material adverse effect on Purchaser’s ability to perform its obligations hereunderSchedule 4.2, neither the execution and delivery of this Agreement by Purchaser Buyer nor the consummation or performance of any of the Contemplated Transactions by Purchaser Buyer will directly give any Person the right to prevent, delay, or indirectly (otherwise interfere with or without notice or lapse any of time):the Contemplated Transactions pursuant to: (i) contravene, conflict with or result in a violation of (A) any provision of Purchaser’s Buyer's Organizational Documents or Documents; (Bii) any resolution adopted by the board of directors or the stockholders of PurchaserBuyer; (iii) any Legal Requirement or Order to which Buyer may be subject; or (iiiv) any Contract to which Buyer is a party or by which Buyer may be bound. (c) Except as set forth in Schedule 4.2, neither the execution and delivery of this Agreement nor the consummation or performance of the transaction described in clause (a) of the definition of Contemplated Transactions will, directly or indirectly (with or without notice or lapse of time) contravene, conflict with, or result in a violation of, or give any Governmental Body or Person the right to challenge any of the Contemplated Transactions or to exercise any remedy or obtain any relief under, any Legal Requirement or any Order to which PurchaserBuyer is a party, or to which any of the assets owned or used by PurchaserBuyer is subject, may be subject. Except as set forth in Part 4.2 of the Purchaser Disclosure Schedule, Purchaser and Buyer is not and will not be required to obtain any Consent or Governmental Authorization from any Person in connection with the execution and delivery of this Agreement or the consummation or performance of any of the Contemplated Transactions.

Authority; No Conflict. (a) The execution, delivery and performance of this Agreement and any Ancillary Agreement to which such Shareholder is a party and the performance by such Shareholder of the Contemplated Transactions have been duly authorized by all necessary action on the part of such Shareholder. This Agreement and the Closing Documents have been authorized by Purchaser’s board of directors and, each Ancillary Agreement to the extent required, the stockholders of Purchaser. This Agreement which such Shareholder is a party constitutes the legal, valid, valid and binding obligation of Purchasersuch Shareholder, enforceable against Purchaser such Shareholder in accordance with its terms. Such Shareholder has the absolute and unrestricted right, subject power, authority and capacity to bankruptcy execute and other similar Legal Requirements of general applicability relating deliver this Agreement and each Ancillary Agreement to or affecting creditors’ rights which such Shareholder is a party and to general equity principles. Upon the execution perform its, his or her obligations hereunder and delivery by Purchaser of the Closing Documents, the Closing Documents will constitute the legal, valid, and binding obligations of Purchaser, enforceable against Purchaser in accordance with their respective terms, enforceable against Purchaser in accordance with their respective terms, subject to bankruptcy and other similar Legal Requirements of general applicability relating to or affecting creditors’ rights and to general equity principlesthereunder. (b) Except as set forth in Part Schedule 4.2 of the Purchaser Disclosure Scheduleor those which have been obtained, given or as would not have a material adverse effect on Purchaser’s ability to perform its obligations hereundermade, neither the execution and delivery of this Agreement by Purchaser nor the consummation or performance by such Shareholder of any of the Contemplated Transactions by Purchaser will will, directly or indirectly (with or without notice or lapse of time): (i) contravene, conflict with with, or result in a violation of (A) any provision of Purchaser’s such Shareholder's Organizational Documents or (B) any resolution adopted by the board of directors (or similar governing body) or the stockholders of Purchasersuch Shareholder; or (ii) contravene, conflict with, or result in a violation of, or give any Governmental Body or other Person the right to challenge any of the Contemplated Transactions or to exercise any remedy or obtain any relief under, any Legal Requirement or any Order to which Purchaser, or any of the assets owned or used by Purchaser, such Shareholder may be subject. Except as set forth in Part 4.2 of the Purchaser Disclosure ScheduleSchedule 4.2, Purchaser or as previously given or satisfied, such Shareholder is not and will not be required to give any notice to or obtain any Consent from any Person in connection with the execution and delivery of this Agreement or the consummation or performance of any of the Contemplated Transactions. (c) If such Shareholder is a Type II Shareholder, this Agreement and each Ancillary Agreement to which such Type II Shareholder is a party constitutes and will constitute the legal, valid and binding obligation of such Type II Shareholder, enforceable against such Type II Shareholder in accordance with its terms, to the same extent as if such Type II Shareholder personally signed this Agreement or such Ancillary Agreement(s), as the case may be. (d) The Concentration Trustee represents and warrants, on behalf of the Concentration Trust, that: (i) its representative has full authority to execute this Agreement on behalf of the Concentration Trustee, which authority has not been limited or revoked in any form; (ii) the Concentration Trust is a legal, valid and binding trust agreement, enforceable against each of the parties thereto in accordance with its terms; (iii) it has signed this Agreement with full authority and power under the Concentration Trust to enter into and to consummate the Contemplated Transactions as Concentration Trustee and on behalf of each Type II Shareholder; (iv) it has the requisite legal capacity and authority under the Concentration Trust, under Legal Requirements and under equity to execute, deliver and perform its obligations under this Agreement and each Ancillary Agreement to which the applicable Type II Shareholder is party as Concentration Trustee and on behalf of each Type II Shareholder, to execute and deliver this Agreement and each Ancillary Agreement to which the applicable Type II Shareholder is a party as Concentration Trustee and on behalf of such Type II Shareholder and to perform its and the applicable Type II Shareholder's obligations under this Agreement and each Ancillary Agreement to which it or such Type II Shareholder is a party and in connection with the Contemplated Transactions; (v) it is fully authorized and empowered to act as trustee under and with respect to the Concentration Trust and applicable Legal Requirements; (vi) except as set forth in Schedule 4.2, neither the execution and delivery of this Agreement or of any Ancillary Agreement to which the applicable Type II Shareholder is party nor the consummation or performance of any of the Contemplated Transactions will, directly or indirectly (with or without notice or lapse of time) contravene, conflict with, or result in a violation of the Concentration Trust or conflict with, or result in a violation of any Legal Requirement or any Order to which the Concentration Trust may be subject; and (vii) except as set forth in Schedule 4.2, the Concentration Trust is not and will not be required to give any notice to or obtain any Consent from any Person in connection with the execution and delivery of this Agreement or any Ancillary Agreement to which the Concentration Trust or any Type II Shareholder is a party or the consummation or performance of any of the Contemplated Transactions.

Authority; No Conflict. (a) This Agreement and the Closing other Transaction Documents have been authorized by Purchaser’s board of directors and, to which the extent required, the stockholders of Purchaser. This Agreement constitutes Purchaser is a party constitute the legal, valid, and binding obligation of the Purchaser, enforceable against the Purchaser in accordance with its terms. The Purchaser has the right, subject power, and authority to bankruptcy execute and deliver this Agreement and the other similar Legal Requirements of general applicability relating Transaction Documents to or affecting creditors’ rights which it is a party, and to general equity principles. Upon perform its obligations under such Transaction Documents including, but not limited to, the execution and delivery by Purchaser issuance of the Closing Documents, Stock Payment and respective rights in favor of certain Sellers pursuant to the Closing Documents will constitute Rights Agreement and the legal, valid, and binding obligations of Purchaser, enforceable against Purchaser in accordance with their respective terms, enforceable against Purchaser in accordance with their respective terms, subject to bankruptcy and other similar Legal Requirements of general applicability relating to or affecting creditors’ rights and to general equity principlesPut Option Agreement. (b) Except as set forth in Part 4.2 of the Purchaser Disclosure Schedule, or as would not have a material adverse effect on Purchaser’s ability to perform its obligations hereunder, neither Neither the execution and delivery of this Agreement the Transaction Documents by Purchaser the Purchaser, nor the consummation or performance of any of the Contemplated Transactions by Purchaser the Purchaser, will directly give any Person the right to prevent, delay, or indirectly (otherwise interfere with or without notice or lapse any of time): the Contemplated Transactions pursuant to: (i) contravene, conflict with or result in a violation of (A) any provision of Purchaser’s the Organizational Documents or of the Purchaser; (Bii) any resolution adopted by the board of directors or the stockholders shareholders of the Purchaser; or or (iiiii) contravene, conflict with, or result in a violation of, or give any Governmental Body or Person the right to challenge any of the Contemplated Transactions or to exercise any remedy or obtain any relief under, any Legal Requirement or Order to which Purchaser, or any of the assets owned or used by Purchaser, Purchaser may be subject. Except as set forth in Part 4.2 Neither the execution and delivery of the Transaction Documents by the Purchaser, nor the consummation or performance of any of the Contemplated Transactions by the Purchaser, will result in the imposition or creation of any Security Interest upon or with respect to any Purchaser Disclosure Schedule, shares included in the Stock Payment or any other portion of the Purchase Price other than as specifically contemplated by this Agreement. The approval of its board of directors has been obtained by the Purchaser and no further Consent is not and will not be required to obtain any Consent be obtained by the Purchaser from any Person in connection with the execution and delivery of this Agreement or the consummation or performance of any of the Contemplated Transactions.

Authority; No Conflict. (a) This Agreement and the Closing Documents have been authorized by Purchaser’s board of directors and, to the extent required, the stockholders of Purchaser. This Agreement constitutes the legal, valid, and binding obligation of Purchasereach of Seller and Seller Guarantor, enforceable against Purchaser Seller and Seller Guarantor in accordance with its terms. Each of Seller and Seller Guarantor has the absolute and unrestricted right, subject power, authority and capacity to bankruptcy execute and other similar Legal Requirements of general applicability relating to or affecting creditors’ rights deliver this Agreement and to general equity principlesperform its obligations under this Agreement. Upon Each of Seller and Seller Guarantor has all necessary authority and power to enter into this Agreement and to carry out the execution Transactions. The execution, delivery and delivery performance by Purchaser Seller and Seller Guarantor of this Agreement and the consummation of the Closing DocumentsTransactions have been duly authorized by all necessary action of Seller and Seller Guarantor, the Closing Documents will constitute the legal, validas applicable, and binding obligations no other action on the part of Purchaser, enforceable against Purchaser Seller is required in accordance with their respective terms, enforceable against Purchaser in accordance with their respective terms, subject to bankruptcy and other similar Legal Requirements of general applicability relating to or affecting creditors’ rights and to general equity principlesconnection therewith. (b) Except The execution, delivery and performance by each of Seller and Seller Guarantor of this Agreement do not, and the performance by Seller and Seller Guarantor of the Transactions will not: (i) violate any provision of the Governing Documents of Seller or Seller Guarantor; (ii) except as otherwise provided in this Agreement, as set forth in Part Schedule 4.2 of the Purchaser Disclosure ScheduleSchedules or as may be required by any Bulk Sales Laws, violate any Laws applicable to Seller or Seller Guarantor or require Seller or Seller Guarantor to obtain any approval or consent, or as make any filing with, any person or entity (governmental or otherwise) that has not been obtained or made, except for those violations that would not have a material adverse effect on Purchaser’s ability to perform its obligations hereunder, neither the execution and delivery of this Agreement by Purchaser nor the consummation or performance of any Business Material Adverse Effect; or (iii) except as set forth in Schedule 4.2 of the Contemplated Transactions by Purchaser will directly or indirectly (with or without notice or lapse of time): (i) contraveneDisclosure Schedules, conflict with or result in a violation of (A) any provision of Purchaser’s Organizational Documents or (B) any resolution adopted by the board of directors or the stockholders of Purchaser; or (ii) contravene, conflict with, or result in a violation of, or give any Governmental Body or Person the right to challenge any of the Contemplated Transactions or to exercise any remedy or obtain any relief under, any Legal Requirement or Order to which Purchaser, or any of the assets owned or used by Purchaser, may be subject. Except as set forth in Part 4.2 of the Purchaser Disclosure Schedule, Purchaser 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 breach of any of the Contemplated TransactionsMaterial Contract, except for those violations that would not have a Business Material Adverse Effect.

Authority; No Conflict. (a) This Agreement and the Closing Documents have been authorized by Purchaser’s board of directors and, to the extent required, the stockholders of Purchaser. This Agreement constitutes the legal, valid, valid and binding obligation of PurchaserBuyer (and of Xxxx Xxxxxx and Company, Inc. (“RB”) only with respect to the guarantee (the “Guarantee”) set forth herein), enforceable against Purchaser Buyer (and RB with respect to the Guarantee) in accordance with its terms, subject in each case except to bankruptcy and other the extent that enforceability is limited by the laws of bankruptcy, insolvency or similar Legal Requirements of general applicability relating to or laws affecting creditors’ rights and to general equity remedies, or by equitable principles. Upon the execution and delivery by Purchaser Buyer of the 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 Buyer’s Closing Documents will constitute the legal, valid, valid and binding obligations obligation of PurchaserBuyer, enforceable against Purchaser Buyer in accordance with their its respective terms, enforceable against Purchaser in accordance with their respective termsexcept to the extent that enforceability is limited by the laws of bankruptcy, subject to bankruptcy and other insolvency or similar Legal Requirements of general applicability relating to or laws affecting creditors’ rights and remedies, or by equitable principles. Buyer has the absolute and unrestricted right, power and authority to general equity principlesexecute and deliver this Agreement and the Buyer’s Closing Documents to which it is a party and to perform its obligations under this Agreement and the Buyer’s Closing Documents, and on the Closing Date, such action will have been duly authorized by all necessary corporate action. RB has the absolute and unrestricted right, power and authority to execute and deliver the Guarantee and to perform its obligations under the Guarantee, and on the Closing Date, such action will have been duly authorized by all necessary corporate action. (b) Except as set forth in Part 4.2 of the Purchaser Disclosure Schedule, or as would not have a material adverse effect on Purchaser’s ability to perform its obligations hereunder, neither Neither the execution and delivery of this Agreement by Purchaser Buyer nor the consummation or performance of any of the Contemplated Transactions by Purchaser Buyer will directly give any Person the right to prevent, delay or indirectly (otherwise interfere with or without notice or lapse any of time): the Contemplated Transactions pursuant to: (i) contravene, conflict with or result in a violation of (A) any provision of PurchaserBuyer’s Organizational Documents or Governing Documents; (Bii) any resolution adopted by the board of directors or the stockholders shareholders of PurchaserBuyer; or (iiiii) contravene, conflict with, or result in a violation of, or give any Governmental Body or Person the right to challenge any of the Contemplated Transactions or to exercise any remedy or obtain any relief under, any Legal Requirement or Order to which Purchaser, or any of the assets owned or used by Purchaser, Buyer may be subject. Except as set forth in Part 4.2 of the Purchaser Disclosure Schedule, Purchaser ; or (iv) any material Contract to which Buyer is not and will not a party or by which Buyer may 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 Transactionsbound.

Authority; No Conflict. (a) This Agreement and the Closing Documents have been authorized by Purchaser’s board of directors and, to the extent required, the stockholders of Purchaser. This Agreement constitutes the legal, valid, and binding obligation of PurchaserBuyer, enforceable against Purchaser Buyer in accordance with its terms, subject to bankruptcy and other similar Legal Requirements of general applicability relating to or affecting creditors’ rights and to general equity principles. Upon the execution and delivery by Purchaser Buyer of the Non-Competition Agreements and the 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 PurchaserBuyer, enforceable against Purchaser Buyer in accordance with their respective terms. Buyer has the absolute and unrestricted right, enforceable against Purchaser in accordance with their respective termspower, subject and authority to bankruptcy execute and other similar Legal Requirements of general applicability relating to or affecting creditors’ rights deliver this Agreement and the Buyer's Closing Documents and to general equity principlesperform its obligations under this Agreement and the Buyer's Closing Documents. (b) Except as set forth in Part 4.2 of the Purchaser Disclosure Schedule, or as would not have a material adverse effect on Purchaser’s ability to perform its obligations hereunderSchedule 4.2, neither the execution and delivery of this Agreement by Purchaser Buyer nor the consummation or performance of any of the Contemplated Transactions by Purchaser Buyer will directly or indirectly (with or without notice or lapse of time): (i) contravene, conflict with or result in a violation of, nor give any Person the right to prevent, delay, or otherwise interfere with any of the Contemplated Transactions pursuant to: (Ai) any provision of Purchaser’s Buyer's Organizational Documents or Documents; (Bii) any resolution adopted by the board of directors or the stockholders of Purchaser; orBuyer; (iiiii) contravene, conflict with, or result in a violation of, or give any Governmental Body or Person the right to challenge any of the Contemplated Transactions or to exercise any remedy or obtain any relief under, any Legal Requirement or Order to which Purchaser, or any of the assets owned or used by Purchaser, 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 Part 4.2 of the Purchaser Disclosure Schedule, Purchaser 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 TransactionsTransactions except Buyer must file an application for additional listing with the American Stock Exchange to issue the Buyer Stock to Mxxxx, Mxxxxx and Wxxxxxx.

Authority; No Conflict. (a) This Agreement and the Closing Documents have been authorized by Purchaser’s board of directors and, to the extent required, the stockholders of Purchaser. This Agreement constitutes the legal, valid, valid and binding obligation of PurchaserShareholder, enforceable against Purchaser Shareholder in accordance with its terms, subject to bankruptcy and other similar Legal Requirements of general applicability applicable laws relating to or affecting creditors’ rights bankruptcy, insolvency, moratorium and to receivership, and general equity principlesprinciples of equity. Upon the execution and delivery by Purchaser Shareholder of each Closing Document and other agreement to be executed or delivered by Shareholder at Closing (collectively, the "Shareholder's Closing Documents"), each of the Closing Documents, the Shareholder's Closing Documents will constitute the legal, valid, valid and binding obligations obligation of PurchaserShareholder, enforceable against Purchaser Shareholder in accordance with their respective terms, enforceable against Purchaser in accordance with their its respective terms, subject to bankruptcy and other similar Legal Requirements of general applicability applicable laws relating to or affecting creditors’ rights bankruptcy, insolvency, moratorium and receivership, and general principles of equity. Shareholder has all necessary right, power and authority to execute and deliver this Agreement and the Shareholder's Closing Documents and to general equity principlesperform its obligations under this Agreement and the Shareholder's Closing Documents, and such action has been duly authorized by all necessary corporate action. (b) Except as set forth Shareholder shall vote, and shall cause each of its direct and indirect Subsidiaries to vote, in Part 4.2 favor of the Purchaser Disclosure Schedule, or as would not have a material adverse effect execution of this Agreement to the extent required to ensure all necessary corporate and shareholder action on Purchaser’s ability to perform its obligations hereunder, neither the part of each Seller has been taken (and the votes of Shareholder and such Subsidiaries are the only votes required therefor). (c) Neither the execution and delivery of this Agreement by Purchaser Shareholder nor the consummation or performance of any of the Contemplated Transactions by Purchaser Shareholder will directly give any Person the right to prevent, delay or indirectly (otherwise interfere with or without notice or lapse any of time):the Contemplated Transactions pursuant to: (i) contravene, conflict with or result in a violation of (A) any provision of Purchaser’s Organizational Documents or Shareholder's Governing Documents; (Bii) any resolution adopted by the board of directors or the stockholders shareholders of Purchaser; orShareholder; (iiiii) contravene, conflict with, or result in a violation of, or give any Governmental Body or Person the right to challenge any of the Contemplated Transactions or to exercise any remedy or obtain any relief under, any Legal Requirement or Order to which Purchaser, or any of the assets owned or used by Purchaser, Shareholder may be subject; or (iv) any Contract to which Shareholder is a party or by which Shareholder may be bound. Except as set forth in Part 4.2 of the Purchaser Disclosure Schedule, Purchaser Shareholder 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 TransactionsTransactions other than Consents listed in Part 4.2(c).