Common use of Authority; No Conflict Clause in Contracts

Authority; No Conflict. (a) Parent and Merger Sub each have all necessary corporate power and authority to execute and deliver this Agreement and the other agreements referred to in this Agreement, to perform their respective obligations hereunder and to consummate the Contemplated Transactions. The execution and delivery of this Agreement by each of Parent and Merger Sub and the consummation by each of Parent and Merger Sub of the Contemplated Transactions have been duly and validly authorized by all necessary corporate action on its part and no other corporate proceedings on the part of Parent or Merger Sub are necessary to authorize this Agreement or to consummate the Contemplated Transactions (other than, with respect to the Merger, the filing of a certificate of merger required by the DGCL). This Agreement has been duly and validly executed and delivered by Parent and Merger Sub and constitutes the legal, valid and binding obligation of Parent and Merger Sub, enforceable against Parent and Merger Sub in accordance with its terms, subject to the Bankruptcy and Equity Exception. (b) Except as set forth in Part 3.2(b) of the Parent Disclosure Schedule, neither the execution and delivery of this Agreement nor the consummation of any of the Contemplated Transactions will, directly or indirectly (with or without notice or lapse of time or both): (i) contravene, conflict with, or result in a violation of (A) any provision of the Organizational Documents of Parent or any of its Subsidiaries, or (B) any resolution adopted by the Board of Directors or the shareholders of Parent or any of its Subsidiaries; or (ii) subject to compliance with the requirements specified in clauses (A) through (D) of Section 3.2(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 any order, injunction, writ or decree to which Parent or any of its Subsidiaries, or any of the assets owned or used by Parent or any of its Subsidiaries, may be subject, except, in the case of clause (ii), for any such conflicts or violations that would not be reasonably likely to prevent or delay consummation of the Merger in any material respect, or otherwise would not prevent Parent from performing any of its material obligations under this Agreement in any material respect. (c) The execution and delivery of this Agreement by Parent do not, and the performance of this Agreement and the consummation of the Contemplated Transactions by Parent 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 Securities Act, the Exchange Act, The New York Stock Exchange or the Toronto Stock Exchange, (B) the pre-merger notification requirements of the HSR Act, (C) filing of appropriate merger documents as required by the DGCL and (D) the non-United States competition, antitrust and investment laws set forth in Part 3.2(c) of the Parent Disclosure Schedule and (ii) 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 Parent from performing any of its material obligations under this Agreement in any material respect, and would not reasonably be likely to, individually or in the aggregate, result in a Material Adverse Effect on Parent.

Authority; No Conflict. (a) Each of Parent and Merger Sub each have all necessary has the requisite corporate power and authority to execute and deliver this Agreement and the all other agreements referred to in this Agreement, to perform their respective obligations hereunder and documents contemplated hereby and to consummate the Contemplated Transactionscarry out its obligations hereunder. The execution execution, delivery and delivery performance of this Agreement by each of Parent and Merger Sub all other agreements and documents contemplated hereby and the consummation by each of Parent and Merger Sub of the Contemplated Transactions Merger and of the other transactions contemplated hereby have been duly and validly authorized by all necessary corporate action on its the part of each of Parent and Sub and no other corporate proceedings on the part of Parent or Merger Sub are necessary to authorize this Agreement and all other agreements and documents contemplated hereby or to consummate the Contemplated Transactions (other than, with respect to the Merger, the filing of a certificate of merger required by the DGCL)transactions so contemplated. This Agreement has been duly and validly executed and delivered by each of Parent and Merger Sub and constitutes constitutes, and all agreements and documents contemplated hereby when executed and delivered pursuant hereto for value received will constitute, the legal, valid and binding obligation obligations of each of Parent and Merger Sub, enforceable against Parent and Merger Sub in accordance with its terms, subject to the Bankruptcy and Equity Exception. (b) Except as set forth in Part 3.2(b) of the Parent Disclosure Schedule, neither Neither the execution and delivery of this Agreement by Parent and Sub, nor the consummation or performance of any of the Contemplated Transactions by Parent or Sub, will, directly or indirectly (with or without notice or lapse of time or both): time): (i) contravene, conflict with, or result in a violation of (A) any provision of the Organizational Documents of either Parent or any of its SubsidiariesSub, or (B) any resolution adopted by the Board board of Directors directors or the shareholders stockholders of either Parent or any of its Subsidiaries; or Sub; (ii) subject to compliance with the requirements specified in clauses (A) through (D) of Section 3.2(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 any order, injunction, writ or decree Order to which Parent or any of its SubsidiariesSub, or any of the assets owned or used by Parent or any of its SubsidiariesSub, may be subject; (iii) contravene, exceptconflict 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 Parent or Sub or that otherwise relates to the business of, or any of the assets owned or used by, Parent or Sub; (iv) cause Parent, Sub or the Company to become subject to, or to become liable for the payment of, any Tax; (v) cause any of the assets owned by the Company to be reassessed or revalued by any taxing authority or other Governmental Body; (vi) contravene, conflict with, or result in a violation or breach of any provision of, or give any Person the right 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 to which Parent or Sub is a party; or (vii) result in the case imposition or creation of clause (ii)any charge, for claim, community property interest, condition, equitable interest, lien, option, pledge, security interest or encumbrance upon or with respect to any such conflicts or violations that would not be reasonably likely to prevent or delay consummation of the Merger assets owned or used by Parent or Sub. Except as set forth in Part 4.2 of the Parent Disclosure Letter, neither Parent nor Sub is or will be required to give any material respect, notice to or otherwise would not prevent Parent obtain any Consent from performing any of its material obligations under this Agreement Person in any material respect. (c) The connection with the execution and delivery of this Agreement by Parent do not, and or the consummation or performance of this Agreement and the consummation any of the Contemplated Transactions by Parent 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 Securities Act, the Exchange Act, The New York Stock Exchange or the Toronto Stock Exchange, (B) the pre-merger notification requirements of the HSR Act, (C) filing of appropriate merger documents as required by the DGCL and (D) the non-United States competition, antitrust and investment laws set forth in Part 3.2(c) of the Parent Disclosure Schedule and (ii) 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 Parent from performing any of its material obligations under this Agreement in any material respect, and would not reasonably be likely to, individually or in the aggregate, result in a Material Adverse Effect on ParentTransactions.

Authority; No Conflict. (a) Parent and Merger Sub each have all necessary corporate Such Selling Stockholder has full right, power and authority to execute and deliver this Agreement and the other agreements referred to in enter into this Agreement; the execution, to perform their respective obligations hereunder delivery and to consummate the Contemplated Transactions. The execution and delivery performance of this Agreement by each of Parent and Merger Sub and such Selling Stockholder, the consummation by each of Parent and Merger Sub such Selling Stockholder of the Contemplated Transactions have been duly transactions contemplated hereby and validly authorized the compliance by all necessary corporate action on its part and no other corporate proceedings on the part of Parent or Merger Sub are necessary to authorize this Agreement or to consummate the Contemplated Transactions (other than, with respect to the Merger, the filing of a certificate of merger required by the DGCL). This Agreement has been duly and validly executed and delivered by Parent and Merger Sub and constitutes the legal, valid and binding obligation of Parent and Merger Sub, enforceable against Parent and Merger Sub in accordance such Selling Stockholder with its terms, subject to the Bankruptcy obligations hereunder do not and Equity Exception. (b) Except as set forth in Part 3.2(b) of the Parent Disclosure Schedule, neither the execution and delivery of this Agreement nor the consummation of any of the Contemplated Transactions will, directly or indirectly will not (with or without notice or lapse of time or both): (i) contravene, conflict with, with or result in a breach or violation of (A) any provision of the Organizational Documents of Parent terms or any of its Subsidiariesprovisions of, or (B) any resolution adopted by the Board of Directors or the shareholders of Parent or any of its Subsidiaries; or (ii) subject to compliance with the requirements specified in clauses (A) through (D) of Section 3.2(c), contravene, conflict with, or result in constitute a violation ofdefault under, or give rise to the creation or imposition of any Governmental Body lien, encumbrance, security interest, claim or charge upon the Placement Shares to be sold by such Selling Stockholder hereunder or any other property or assets of such Selling Stockholder pursuant to, any indenture, mortgage, deed of trust, loan agreement or other Person agreement or instrument to which such Selling Stockholder is a party or by which the right Selling Stockholder is bound or to challenge which any of the Contemplated Transactions property or to exercise assets of the Selling Stockholder is subject, nor will such actions result in any remedy violation of any law, statute, rule, regulation, judgment, order or obtain decree of any relief undercourt or governmental agency or body, any Legal Requirement domestic or foreign, having jurisdiction over the Selling Stockholder or any order, injunction, writ property or decree to which Parent or any of its Subsidiaries, or any assets of the assets owned or used by Parent or any of its Subsidiaries, may be subject, except, in the case of clause (ii), for any such conflicts or violations Selling Stockholder that would not be reasonably likely to prevent or delay consummation of the Merger impair in any material respect, or otherwise would not prevent Parent from performing any respect the ability of such Selling Stockholder to perform its material obligations under this Agreement or to consummate any transactions contemplated by this Agreement; and, except for the registration of the Placement Shares under the Securities Act and such consents, approvals, authorizations, registrations or qualifications as may be required under applicable state securities laws in connection with the purchase and distribution of the Placement Shares by the Placement Agent, no consent, approval, authorization or order of, or filing or registration with, any material respect. (c) The execution such court or governmental or non-governmental agency or body is required for the execution, delivery and delivery performance of this Agreement by Parent do notsuch Selling Stockholder, and the performance of this Agreement and the consummation by such Selling Stockholder of the Contemplated Transactions by Parent 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 Securities Act, the Exchange Act, The New York Stock Exchange or the Toronto Stock Exchange, (B) the pre-merger notification requirements of the HSR Act, (C) filing of appropriate merger documents as required by the DGCL and (D) the non-United States competition, antitrust and investment laws set forth in Part 3.2(c) of the Parent Disclosure Schedule and (ii) 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 Parent from performing any of its material obligations under this Agreement in any material respect, and would not reasonably be likely to, individually or in the aggregate, result in a Material Adverse Effect on Parenttransactions contemplated hereby.

Authority; No Conflict. (a) Parent and Merger Sub each have all necessary requisite corporate and company power and authority authority, respectively, to execute and deliver enter into this Agreement and the other agreements referred to in this Agreement, to perform their respective obligations hereunder and to consummate the Contemplated TransactionsMerger and other transactions contemplated hereby. The execution and delivery of this Agreement by each of Parent and Merger Sub and the consummation by each of Parent and Merger Sub of the Contemplated Transactions Merger and other transactions contemplated hereby have been duly and validly authorized by all necessary corporate and company action on its part and no other corporate proceedings on the part of Parent or and Merger Sub are necessary to authorize this Agreement or to consummate the Contemplated Transactions (other thanSub, with respect to the Merger, the filing of a certificate of merger required by the DGCL)respectively. This Agreement has been duly and validly executed and delivered by Parent and Merger Sub and, assuming the due authorization, execution and delivery by the Company, constitutes the legal, valid and binding obligation obligations of Parent and Merger Sub, enforceable against Parent and Merger Sub in accordance with its terms, subject to the Bankruptcy except as enforceability may be limited by bankruptcy and Equity Exceptionother similar laws and general principles of equity. (b) Except as set forth in Part 3.2(b) of the Parent Disclosure Schedule, neither the execution and delivery of this Agreement nor the consummation of any of the Contemplated Transactions will, directly or indirectly (with or without notice or lapse of time or both): (i) contravene, conflict with, or result in a violation of (A) any provision of the Organizational Documents of Parent or any of its Subsidiaries, or (B) any resolution adopted by the Board of Directors or the shareholders of Parent or any of its Subsidiaries; or (ii) subject to compliance with the requirements specified in clauses (A) through (D) of Section 3.2(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 any order, injunction, writ or decree to which Parent or any of its Subsidiaries, or any of the assets owned or used by Parent or any of its Subsidiaries, may be subject, except, in the case of clause (ii), for any such conflicts or violations that would not be reasonably likely to prevent or delay consummation of the Merger in any material respect, or otherwise would not prevent Parent from performing any of its material obligations under this Agreement in any material respect. (c) The execution and delivery of this Agreement by Parent do and Merger Sub does not, and the performance of this Agreement and the consummation of the Contemplated Transactions by Parent Merger and other transactions contemplated hereby will not, require conflict with, or result in any Consent violation of, or filing default under (with or notification towithout notice or lapse of time, or both), or give rise to a right of termination, cancellation or acceleration of any Governmental Body, except obligation or loss of a benefit under any (i) for (A) applicable requirements, if any, provision of the Securities Act, the Exchange Act, The New York Stock Exchange Certificate of Incorporation or Bylaws of Parent or the Toronto Stock ExchangeArticles of Organization or Operating Agreement of Merger Sub, (B) the pre-merger notification requirements of the HSR Act, (C) filing of appropriate merger documents as required by the DGCL and (D) the non-United States competition, antitrust and investment laws set forth in Part 3.2(c) of the Parent Disclosure Schedule and (ii) where failure any mortgage, indenture, lease, contract or other agreement to obtain which Parent or Merger Sub is a party or by which Parent or Merger Sub or the assets of Parent or Merger Sub is bound, except for any such Consentsconflict, violation, default, right or to make such filings or notifications, would not prevent or delay consummation of the Merger in any material respect, or otherwise prevent Parent from performing any of its material obligations under this Agreement in any material respect, and loss which would not reasonably be likely toexpected to have, individually or in the aggregate, result in a Material Adverse Effect, or (iii) any permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Parent or Merger Sub, or their respective assets, except for any such conflict, violation, default, right or loss which could not reasonably be expected to have a Material Adverse Effect on ParentParent or Merger Sub. (c) No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental/Regulatory Entity is required by or with respect to Parent and Merger Sub in connection with the execution and delivery of this Agreement by Parent and Merger Sub or the consummation by Parent and Merger Sub of the Merger and other transactions contemplated hereby, except for (i) the filing of a pre-merger notification report under the HSR Act, (ii) the filing of the Agreement of Merger with the California Secretary of State and the Certificate of Merger with the Delaware Secretary of State, (iii) the filing of a Form 8-K with the SEC, (iv) approval by California Department of Consumer Affairs and the DOE and (v) such other consents, authorizations, filings, approvals and registrations which if not obtained or made could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Parent or materially impair the ability of Parent or Merger Sub to consummate the Merger and other transactions contemplated hereby.

Authority; No Conflict. (a) Parent Each of this Agreement and Merger Sub each have all necessary corporate any documents executed contemporaneously herewith pursuant to this Agreement (collectively, the "Closing Documents") constitutes the legal, valid, and binding obligation of Seller, enforceable against it in accordance with its terms. Seller has the absolute and unrestricted right, power and authority to execute and deliver this Agreement and the other agreements referred Closing Documents to in this Agreement, which it is a party and to perform their respective its obligations hereunder and to consummate the Contemplated Transactionsthereunder. The execution Joint Venturers are the sole holders of any interest in Seller. The execution, delivery and delivery performance of this Agreement by each of Parent and Merger Sub and the consummation by each of Parent and Merger Sub of the Contemplated Transactions have has been duly and validly specifically authorized by all necessary corporate action on its part and no other corporate proceedings on the part of Parent or Merger Sub are necessary to authorize this Agreement or to consummate the Contemplated Transactions (other than, with respect to the Merger, the filing of a certificate of merger required by the DGCL). This Agreement has been duly and validly executed and delivered by Parent and Merger Sub and constitutes the legal, valid and binding obligation of Parent and Merger Sub, enforceable against Parent and Merger Sub in accordance with its terms, subject to the Bankruptcy and Equity ExceptionJoint Venturers. (b) Except as set forth in Part 3.2(b) of the Parent Disclosure Schedule, neither Neither the execution and delivery by Seller of this Agreement nor the consummation or performance by Seller of any of the Contemplated Transactions will, directly or indirectly (with or without notice or lapse of time or both): : (i) conflict with, violate or result in a breach of (A) any provision of the Organizational Documents of Seller; (B) to Seller's Knowledge, any Legal Requirement or any Order to which Seller, the Business or any of the Purchased Assets may be subject; (C) to Seller's Knowledge, any Governmental Authorization held by Seller or that otherwise relates to the Business or the Purchased Assets; or (D) any material Contract to which Seller is a party or by which Seller or the Purchased Assets may be bound; or (ii) contravene, conflict with, or result in a violation or breach of (A) any provision of the Organizational Documents of Parent or any of its Subsidiaries, or (B) any resolution adopted by the Board of Directors or the shareholders of Parent or any of its Subsidiaries; or (ii) subject to compliance with the requirements specified in clauses (A) through (D) of Section 3.2(c), contravene, conflict with, or result in a violation of, or give any Governmental Body or other 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 interest or rights of Seller in or to the Purchased Assets; or 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 any order, injunction, writ or decree to which Parent or any of its Subsidiaries, or any of the assets owned or used by Parent or any of its Subsidiaries, may be subject, except, in the case of clause (ii), for any such conflicts or violations that would not be reasonably likely to prevent or delay consummation of the Merger in any material respect, or otherwise would not prevent Parent from performing any of its material obligations under this Agreement in any material respect.Purchased Assets; (c) The execution and delivery of this Agreement by Parent do not, and the performance of this Agreement and the consummation of the Contemplated Transactions by Parent 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 Securities Act, the Exchange Act, The New York Stock Exchange or the Toronto Stock Exchange, (B) the pre-merger notification requirements of the HSR Act, (C) filing of appropriate merger documents Except as required by the DGCL and (D) the non-United States competition, antitrust and investment laws set forth in Part 3.2(c) of the Parent Disclosure Schedule Schedule, Seller is not and (ii) where failure will not be required to give any notice to or obtain such Consents, any Consent from any Person in connection with the execution and delivery of this Agreement or to make such filings the consummation or notifications, would not prevent or delay consummation performance of any of the Merger in any material respect, or otherwise prevent Parent from performing any of its material obligations under this Agreement in any material respect, and would not reasonably be likely to, individually or in the aggregate, result in a Material Adverse Effect on ParentContemplated Transactions.

Authority; No Conflict. (a) Parent and Merger Sub each have Seller has all necessary requisite corporate power and authority to execute and deliver enter into this Agreement and the other agreements referred to in this Agreement, to perform their respective obligations hereunder and to consummate the Contemplated Transactions. The execution and delivery of this Agreement, the Security and Pledge Agreement, the Escrow Agreement by each and the Xxxx of Parent and Merger Sub Sale and the consummation by each of Parent and Merger Sub of the Contemplated Transactions have been duly and validly authorized by all necessary corporate action on its part and no other corporate proceedings on the part of Parent or Merger Sub are necessary to authorize this Agreement or to consummate Seller, including the approval of the Contemplated Transactions (other than, with respect to the Merger, the filing of a certificate of merger required by the DGCL)shareholders of Seller. This Agreement has been duly and validly executed and delivered by Parent and Merger Sub Seller and constitutes the legal, valid and binding obligation obligation, of Parent and Merger SubSeller, enforceable against Parent and Merger Sub it in accordance with its terms, subject to general equity principles and bankruptcy, insolvency, reorganization, and similar laws affecting the Bankruptcy rights of creditors generally. Upon execution and Equity Exceptiondelivery by Seller of the Xxxx of Sale, the Security and Pledge Agreement, the Escrow Agreement Purchaser shall acquire good, valid, and marketable title to the Assets free and clear of any Encumbrances. (b) Except as set forth in Part 3.2(b) on Schedule 4.2 of the Parent Disclosure ScheduleMemorandum, neither the execution and delivery of this Agreement nor the consummation or performance of any of the Contemplated Transactions willshall, directly or indirectly (with or without notice or lapse of time or both): time): (i) contravene, conflict with, or result in a violation of (A) any provision of the Organizational Documents of Parent or any of its Subsidiaries, or (B) any resolution adopted by the Board of Directors or the shareholders of Parent or any of its Subsidiaries; or Seller; (ii) subject to compliance with the requirements specified in clauses (A) through (D) of Section 3.2(c), contravene, conflict with, or result in a violation of any Legal Requirement or any Order to which Seller or any of the Assets 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 other Person the right to challenge any of the Contemplated Transactions revoke, withdraw, suspend, cancel, terminate, or to exercise any remedy or obtain any relief undermodify, any Legal Requirement material Governmental Authorization that is held by Seller or any order, injunction, writ or decree that otherwise relates to which Parent or any of its Subsidiariesthe business of, or any of the assets owned or used by Parent by, Seller; (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; or (v) result in the imposition or creation of any Encumbrance upon or with respect to any of its Subsidiaries, may be subject, except, the Assets owned or used by Seller except any Encumbrance created or expressly agreed to by Purchaser. Except as set forth in the case of clause (ii), for any such conflicts or violations that would not be reasonably likely to prevent or delay consummation Schedule 4.2 of the Merger Disclosure Memorandum, Seller neither is nor shall be required to give any notice to or obtain any Consent from any Person in any material respect, or otherwise would not prevent Parent from performing any of its material obligations under this Agreement in any material respect. (c) The connection with the execution and delivery of this Agreement by Parent do not, and or the consummation or performance of this Agreement and the consummation any of the Contemplated Transactions by Parent 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 Securities Act, the Exchange Act, The New York Stock Exchange or the Toronto Stock Exchange, (B) the pre-merger notification requirements of the HSR Act, (C) filing of appropriate merger documents as required by the DGCL and (D) the non-United States competition, antitrust and investment laws set forth in Part 3.2(c) of the Parent Disclosure Schedule and (ii) 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 Parent from performing any of its material obligations under this Agreement in any material respect, and would not reasonably be likely to, individually or in the aggregate, result in a Material Adverse Effect on ParentTransactions.

Authority; No Conflict. (a) Parent and Merger Sub each have all necessary corporate Buyer has the requisite power and authority to execute and deliver enter into this Agreement and the other agreements referred to in this Agreement, to perform their respective obligations hereunder Patent Assignment and to consummate the Contemplated Transactionstransactions contemplated hereby. The execution and delivery of this Agreement and the Patent Assignment by each of Parent and Merger Sub Buyer and the consummation by each of Parent and Merger Sub of the Contemplated Transactions transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action on its part and no other corporate proceedings on the part of Parent or Merger Sub are necessary to authorize this Agreement or to consummate the Contemplated Transactions (other than, with respect to the Merger, the filing of a certificate of merger required by the DGCL)Buyer. This Agreement has been duly and validly executed and delivered by Parent Buyer and, upon the execution and Merger Sub delivery by Buyer of the Patent Assignment, and constitutes further assuming the due authorization, execution and delivery of this Agreement and the Patent Assignment by Seller, this Agreement and the Patent Assignment will constitute the legal, valid and binding obligation obligations of Parent and Merger SubBuyer, enforceable against Parent and Merger Sub it in accordance with its their terms, subject to the Bankruptcy applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and Equity Exceptionother similar laws affecting creditors’ rights generally and to general principles of equity regardless of whether considered in a proceeding in equity or at law. (b) Except as set forth in Part 3.2(b) of the Parent Disclosure Schedule, neither Neither the execution and delivery of this Agreement nor the Patent Assignment nor the consummation or performance of any of the Contemplated Transactions will, directly or indirectly (with or without notice or lapse of time or both): transactions contemplated hereby nor thereby will (i) contravene, conflict with, or result in a violation of (A) violate any provision of the Organizational Documents of Parent Buyer’s formation or organizational documents; (ii) violate any of its Subsidiaries, or (B) any resolution adopted by the Board of Directors Legal Requirement applicable to Buyer or the shareholders of Parent or any of its Subsidiariestransactions contemplated hereby; or (iiiii) subject to compliance with the requirements specified in clauses (A) through (D) of Section 3.2(c), contravene, conflict with, or result in a the breach or 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 constitute a default under, any Legal Requirement material contract or any order, injunction, writ or decree agreement to which Parent Buyer is a party or any of its Subsidiaries, or any of the assets owned or used by Parent or any of its Subsidiaries, which Buyer may be subjectbound, except, except in the case of clause clauses (ii)) and (iii) for such violation, for any such conflicts breach, or violations that default which would not reasonably be reasonably likely expected to prevent prevent, delay or delay otherwise interfere with the consummation or performance of any of the Merger in any material respect, or otherwise would not prevent Parent from performing any of its material obligations under this Agreement in any material respecttransactions contemplated hereby. (c) The Buyer is not, and will not be, required to give any notice to any Governmental Body or obtain any Governmental Authorization in connection with the execution and delivery of this Agreement by Parent do not, and or the Patent Assignment or the consummation or performance of this Agreement and any of the transactions contemplated hereby or thereby, except for such notices, approvals, consents or authorizations which have been obtained or made or which, if not obtained or made, would not reasonably be expected to prevent, delay or otherwise interfere with the consummation or performance of any of the Contemplated Transactions transactions contemplated hereby. [*] = Certain confidential information contained in this document, marked by Parent will notbrackets, require any Consent of, or filing with or notification to, any Governmental Body, except is omitted because it is both (i) for (A) applicable requirements, if any, of the Securities Act, the Exchange Act, The New York Stock Exchange or the Toronto Stock Exchange, (B) the pre-merger notification requirements of the HSR Act, (C) filing of appropriate merger documents as required by the DGCL and (D) the non-United States competition, antitrust and investment laws set forth in Part 3.2(c) of the Parent Disclosure Schedule not material and (ii) where failure to obtain such Consentswould be competitively harmful if publicly disclosed. (d) No notice to, declaration, filing or registration with, or authorization, consent, approval from any other third party is required to make such filings be made or notifications, would not prevent obtained by Buyer in connection with the execution and delivery of this Agreement or delay the Patent Assignment or the consummation or performance of any of the Merger in any material respect, transactions contemplated hereby or otherwise prevent Parent from performing any of its material obligations under this Agreement in any material respect, and would not reasonably be likely to, individually or in the aggregate, result in a Material Adverse Effect on Parentthereby.

Authority; No Conflict. (a) This Agreement constitutes the legal, valid, and binding obligation of Parent, enforceable against it in accordance with its terms. Upon the execution and delivery by Parent of the Escrow Agreement, the Voting and Merger Sub Exchange Trust Agreement, and the Support Agreement, each have all necessary corporate power of these three agreements will constitute the legal, valid, and binding obligations of Parent enforceable against it in accordance with its respective terms. Parent has the absolute and unrestricted right, power, and authority to execute and deliver this Agreement, the Escrow Agreement, the Voting and Exchange Trust Agreement and the other agreements referred Support Agreement and to in perform its obligations under this Agreement, to perform their respective obligations hereunder the Escrow Agreement, the Voting and to consummate the Contemplated Transactions. The execution and delivery of this Exchange Trust Agreement by each of Parent and Merger Sub and the consummation by each of Parent and Merger Sub of the Contemplated Transactions have been duly and validly authorized by all necessary corporate action on its part and no other corporate proceedings on the part of Parent or Merger Sub are necessary to authorize this Agreement or to consummate the Contemplated Transactions (other than, with respect to the Merger, the filing of a certificate of merger required by the DGCL). This Agreement has been duly and validly executed and delivered by Parent and Merger Sub and constitutes the legal, valid and binding obligation of Parent and Merger Sub, enforceable against Parent and Merger Sub in accordance with its terms, subject to the Bankruptcy and Equity ExceptionSupport Agreement. (b) Except as set forth in Part 3.2(b) of the Parent Disclosure Schedule, neither Neither the execution and delivery of this Agreement, the Voting and Exchange Trust Agreement, the Escrow Agreement or the Support Agreement by Parent nor the consummation or performance of any of the Contemplated Transactions will, by Parent will directly or indirectly (with or without notice or lapse of time or both): time): (i) contravene, conflict with, or result in a violation of (A) any provision of the Organizational Documents of Parent or any of its SubsidiariesParent, or (B) any resolution adopted by the Board board of Directors directors or the shareholders stockholders of Parent or any of its Subsidiaries; or Parent; (ii) subject to compliance with the requirements specified in clauses (A) through (D) of Section 3.2(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 any order, injunction, writ or decree Order to which Parent or any of its Subsidiariesthe assets owned or used by Parent, 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 Parent or Acquisition Sub or that otherwise relates to the business of, or any of the assets owned or used by, Parent; or (iv) any Contract to which Parent is a party or by which Parent or any of its Subsidiaries, may be subject, except, in the case of clause (ii), for any such conflicts or violations that would not be reasonably likely to prevent or delay consummation of the Merger in any material respect, or otherwise would not prevent Parent from performing any of its material obligations under this Agreement in any material respectbound. (c) The Except for the approval of Parent's board of directors Parent will not be required to obtain any Consent from any Person in connection with the execution and delivery of this Agreement by Parent do notAgreement, the Escrow Agreement, the Voting and the performance of this Exchange Trust Agreement and the Support Agreement or the consummation or performance of any of the Contemplated Transactions by Parent 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 Securities Act, the Exchange Act, The New York Stock Exchange or the Toronto Stock Exchange, (B) the pre-merger notification requirements of the HSR Act, (C) filing of appropriate merger documents as required by the DGCL and (D) the non-United States competition, antitrust and investment laws set forth in Part 3.2(c) of the Parent Disclosure Schedule and (ii) 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 Parent from performing any of its material obligations under this Agreement in any material respect, and would not reasonably be likely to, individually or in the aggregate, result in a Material Adverse Effect on ParentTransactions.

Authority; No Conflict. (a) Parent and Merger Sub each have all necessary corporate Buyer (including, for purposes of this Section 4.2, NEOS Therapeutics, L.P. as applicable) has the requisite power and authority to execute and deliver enter into this Agreement and the other agreements referred to in this Agreement, to perform their respective obligations hereunder Other Transaction Documents and to consummate the Contemplated Transactionstransactions contemplated hereby. The execution and delivery of this Agreement and the Other Transaction Documents by each of Parent and Merger Sub Buyer and the consummation by each of Parent and Merger Sub performance of the Contemplated Transactions transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action on its part and no other corporate proceedings on the part of Parent or Merger Sub are necessary to authorize this Agreement or to consummate the Contemplated Transactions (other than, with respect to the Merger, the filing of a certificate of merger required by the DGCL)Buyer. This Agreement has been duly and validly executed and delivered by Parent Buyer and, assuming the due authorization, execution and Merger Sub delivery of this Agreement and constitutes the Other Transaction Documents by Seller, this Agreement and the Other Transaction Documents will constitute the legal, valid and binding obligation obligations of Parent and Merger SubBuyer, enforceable against Parent and Merger Sub it in accordance with its their terms, subject to the Bankruptcy applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and Equity Exceptionother similar laws affecting creditors’ rights generally and to general principles of equity regardless of whether considered in a Proceeding in equity or at law. (b) Except as set forth in Part 3.2(b) of the Parent Disclosure Schedule, neither Neither the execution and delivery of this Agreement nor the consummation or performance of any of the Contemplated Transactions will, directly or indirectly (with or without notice or lapse of time or both): transactions contemplated hereby by Buyer will (i) contravene, conflict with, or result in a violation of (A) violate any provision of the Buyer’s Organizational Documents of Parent or Documents; (ii) violate any of its Subsidiaries, or (B) any resolution adopted by the Board of Directors Legal Requirement applicable to Buyer or the shareholders of Parent or any of its Subsidiariestransactions contemplated hereby; or (iiiii) subject to compliance with the requirements specified in clauses (A) through (D) of Section 3.2(c), contravene, conflict with, or result in a the breach or 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 constitute a default under, any Legal Requirement material contract or any order, injunction, writ or decree agreement to which Parent Buyer is a party or any of its Subsidiaries, or any of the assets owned or used by Parent or any of its Subsidiaries, which Buyer may be subjectbound, except, except in the case of clause clauses (ii)) and (iii) for such violation, for any such conflicts breach, or violations that default which would not reasonably be reasonably likely expected to prevent prevent, delay or delay otherwise interfere with the consummation or performance of any of the Merger in any material respect, or otherwise would not prevent Parent from performing any of its material obligations under this Agreement in any material respecttransactions contemplated hereby. (c) The Except for Buyer’s letter to the FDA referenced in Section 2.5(b)(iii), Buyer is not, and will not be, required to give any notice to any Governmental Body or obtain any Governmental Authorization in connection with the execution and delivery of this Agreement by Parent do not, and or the consummation or performance of this Agreement and the consummation any of the Contemplated Transactions by Parent will not, require any Consent of, or filing with or notification to, any Governmental Bodytransactions contemplated hereby, except (i) for (A) applicable requirementssuch notices or Governmental Authorizations which have been obtained or made or which, if anynot obtained or made, of the Securities Act, the Exchange Act, The New York Stock Exchange or the Toronto Stock Exchange, (B) the pre-merger notification requirements of the HSR Act, (C) filing of appropriate merger documents as required by the DGCL and (D) the non-United States competition, antitrust and investment laws set forth in Part 3.2(c) of the Parent Disclosure Schedule and (ii) 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 Parent from performing any of its material obligations under this Agreement in any material respect, and would not reasonably be likely toexpected to prevent, individually delay or in otherwise interfere with the aggregate, result in a Material Adverse Effect on Parentconsummation or performance of any of the transactions contemplated hereby.

Authority; No Conflict. (a) Parent and Merger Sub each have all necessary The Company has the requisite corporate power and authority to execute and deliver this Agreement and the all other agreements referred to in this Agreement, to perform their respective obligations hereunder and documents contemplated hereby and to consummate the Contemplated Transactionscarry out its obligations hereunder. The execution execution, delivery and delivery performance of this Agreement by each of Parent and Merger Sub all other agreements and documents contemplated hereby and the consummation by each of Parent and Merger Sub of the Contemplated Transactions Merger and of the other transactions contemplated hereby have been duly and validly authorized by all necessary corporate action on its the part of the Company and no other corporate proceedings on the part of Parent or Merger Sub the Company are necessary to authorize this Agreement and all other agreements and documents contemplated hereby or to consummate the Contemplated Transactions transactions so contemplated (other than, with respect to the Merger, the filing approval and adoption of this Agreement by the Company's stockholders in accordance with the CCL and the Company's Articles of Incorporation). The affirmative vote of the holders of a certificate majority of merger required by the DGCL)outstanding shares of Company Common Stock and the approving vote of any Company Series B Stock outstanding in compliance with the CCL is the only vote of the holders of any class or series of the Company's capital stock necessary to approve this Agreement and the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Parent the Company and Merger Sub constitutes, and constitutes all agreements and documents contemplated hereby when executed and delivered pursuant hereto for value received will constitute, the legal, valid and binding obligation obligations of Parent and Merger Sub, enforceable against Parent and Merger Sub in accordance with its terms, subject to the Bankruptcy and Equity ExceptionCompany. (b) Except as set forth in Part 3.2(b) 3.2 of the Parent Disclosure ScheduleLetter, neither the execution and delivery of this Agreement by the Company nor the consummation or performance of any of the Contemplated Transactions by the Company will, directly or indirectly (with or without notice or lapse of time or both): time): (i) contravene, conflict with, or result in a violation of (A) any provision of the Organizational Documents of Parent or any of its Subsidiariesthe Company, or (B) any resolution adopted by the Board board of Directors directors or the shareholders stockholders of Parent or any of its Subsidiaries; or the Company; (ii) subject to compliance with the requirements specified in clauses (A) through (D) of Section 3.2(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 any order, injunction, writ or decree Order to which Parent the Company or any of its SubsidiariesStockholder, or any of the assets owned or used by Parent the Company, may be subject that would be likely to have a Material Adverse Effect; (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 the Company or that otherwise relates to the business of, or any of its Subsidiariesthe assets owned or used by, may be subjectthe Company; (iv) cause Parent, exceptSub or the Company to become subject to, in or to become liable for the case of clause payment of, any material Tax; (ii), for v) cause any such conflicts or violations that would not be reasonably likely to prevent or delay consummation of the Merger assets owned by the Company to be reassessed or revalued in any material respectway by any taxing authority or other Governmental Body; (vi) contravene, conflict with, or otherwise 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 that would not prevent Parent from performing have a Material Adverse Effect; or (vii) result in the imposition or creation of any material charge, claim, community property interest, condition, equitable interest, lien, option, pledge, security interest or encumbrance upon or with respect to any of its material obligations under this Agreement the assets owned or used by the Company. Except as set forth in Part 3.2 of the Disclosure Letter, the Company will not be required to give any material respect. (c) The notice to or obtain any Consent from any Person in connection with the execution and delivery of this Agreement by Parent do not, and or the consummation or performance of this Agreement and the consummation any of the Contemplated Transactions by Parent 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 Securities Act, the Exchange Act, The New York Stock Exchange or the Toronto Stock Exchange, (B) the pre-merger notification requirements of the HSR Act, (C) filing of appropriate merger documents as required by the DGCL and (D) the non-United States competition, antitrust and investment laws set forth in Part 3.2(c) of the Parent Disclosure Schedule and (ii) 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 Parent from performing any of its material obligations under this Agreement in any material respect, and would not reasonably be likely to, individually or in the aggregate, result in a Material Adverse Effect on ParentTransactions.

Authority; No Conflict. (a) Parent Upon the execution and Merger Sub each delivery of this Agreement by the Acquired Companies, this Agreement will constitute the legal, valid, and binding obligation of the Acquired Companies and be enforceable against them in accordance with its terms. The Acquired Companies have all necessary corporate power the requisite right, power, authority, and authority capacity to execute and deliver this Agreement and the other agreements referred respective Closing Documents to in this Agreement, which they are parties and to perform their respective obligations hereunder and to consummate the Contemplated Transactions. The execution and delivery of under this Agreement by each of Parent and Merger Sub and the consummation by each of Parent and Merger Sub of the Contemplated Transactions have been duly and validly authorized by all necessary corporate action on its part and no other corporate proceedings on the part of Parent or Merger Sub are necessary to authorize this Agreement or to consummate the Contemplated Transactions (other than, with respect to the Merger, the filing of a certificate of merger required such Closing Documents delivered by the DGCL). This Agreement has been duly and validly executed and delivered by Parent and Merger Sub and constitutes the legal, valid and binding obligation of Parent and Merger Sub, enforceable against Parent and Merger Sub in accordance with its terms, subject to the Bankruptcy and Equity ExceptionAcquired Companies. (b) Except as set forth in Part 3.2(b) on Section 3.2 of the Parent Seller Disclosure Schedule, neither the execution and delivery of this Agreement nor the consummation or performance of any of the Contemplated Transactions transactions contemplated hereby by the Acquired Companies or the Sellers will, directly or indirectly (with or without notice or lapse of time or both): time): (i) contravene, conflict with, with or result in a violation or breach of (A) any provision of the Organizational Documents of Parent or any of its SubsidiariesAcquired Company, or (B) any resolution adopted by the Board board of Directors directors or the shareholders of Parent or any of its Subsidiaries; or Acquired Company, (iiC) subject to compliance with the requirements specified in clauses (A) through (D) of Section 3.2(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 any order, injunction, writ or decree Order to which Parent or any of its SubsidiariesAcquired Company, or any of the assets owned or used by Parent or any of its SubsidiariesAcquired Company, may be subject, except(D) any governmental authorization that is held by any Acquired Company or that otherwise relates to the business of, or any of the assets owned or used by, any Acquired Company, or (E) any Contract required to be listed on Section 3.17(a) of the Seller Disclosure Schedule; or (ii) result in the case imposition or creation of clause (ii), for any such conflicts Encumbrance upon or violations that would not be reasonably likely with respect to prevent the Shares or delay consummation any of the Merger in assets owned or used by any material respect, or otherwise would not prevent Parent from performing any of its material obligations under this Agreement in any material respectAcquired Company. (c) The No license, franchise, permit or other similar authorization held by any Acquired Company will be terminated or impaired as a result of the transactions contemplated by this Agreement. (d) Except as set forth on Section 3.2 of the Seller Disclosure Schedule, neither Sellers nor any Acquired Company is or will be required to give any notice to or obtain any consent from any Person (including any Governmental Entity or official) in connection with the execution and delivery of this Agreement by Parent do not, and or the consummation or performance of this Agreement and the consummation any of the Contemplated Transactions by Parent will not, require any Consent of, or filing with or notification to, any Governmental Body, except transactions contemplated hereby (i) for (A) applicable requirements, if any, such consents set forth on Section 3.2 of the Securities ActSeller Disclosure Schedule, the Exchange Act, The New York Stock Exchange or the Toronto Stock Exchange, (B) the pre-merger notification requirements of the HSR Act, (C) filing of appropriate merger documents as required by the DGCL and (D) the non-United States competition, antitrust and investment laws set forth in Part 3.2(c) of the Parent Disclosure Schedule and (ii) where failure to obtain such “Seller Required Consents, or to make such filings or notifications, would not prevent or delay consummation of the Merger in any material respect, or otherwise prevent Parent from performing any of its material obligations under this Agreement in any material respect, and would not reasonably be likely to, individually or in the aggregate, result in a Material Adverse Effect on Parent”).

Authority; No Conflict. (a) Each of Parent and Merger Sub each have has all necessary corporate power and authority to execute and deliver this Agreement and the other agreements referred to in this Agreement, to perform their respective its obligations hereunder hereunder, and to consummate the Contemplated Transactions. The execution and delivery of this Agreement by each of Parent and Merger Sub and the consummation by each of Parent and Merger Sub of the Contemplated Transactions have been duly and validly authorized by all necessary corporate action on its part and no other corporate proceedings on the part of Parent or Merger Sub are necessary to authorize this Agreement or to consummate the Contemplated Transactions (other than, with respect to the Merger, the filing of a certificate of merger required by the DGCL)Transactions. This Agreement has been duly and validly executed and delivered by Parent and Merger Sub and constitutes the legal, valid valid, and binding obligation of Parent and Merger Sub, enforceable against Parent and Merger Sub in accordance with its terms, subject to the Bankruptcy and Equity Exception. (b) Except as set forth in Part 3.2(b) of the Parent Disclosure Schedule, neither Neither the execution and delivery of this Agreement nor the consummation of any of the Contemplated Transactions do or will, directly or indirectly (with or without notice or lapse of time or both): ): (i) contravene, conflict with, or result in a violation of (A) any provision of the Organizational Documents of Parent or any of its Subsidiaries, or (B) any resolution adopted by the Board board of Directors directors or the shareholders stockholders of Parent or any of its Subsidiaries; or ; (ii) subject to compliance with the requirements specified in clauses (A) through (D) of Section 3.2(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 any order, injunction, writ or decree Order to which Parent or any of its Subsidiaries, or any of the assets owned or used by Parent or any of its Subsidiaries, 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 the right to revoke, withdraw, suspend, cancel, terminate, or modify, any Governmental Authorization that is held by Parent or any of its Subsidiaries, or that otherwise relates to the business of, or any of the assets owned or used by, Parent or any of its Subsidiaries; (iv) cause Parent or any of its Subsidiaries to become subject to, or to become liable for the payment of, any Tax; (v) cause any of the assets owned by Parent or any of its Subsidiaries to be reassessed or revalued by any Taxing Authority or other Governmental Body; (vi) contravene, conflict with, or result in a violation or breach of any provision of, result in the loss of any benefit or the imposition of any additional payment or other liability under, give any Person the right to declare a default or exercise any remedy under, to accelerate the maturity or performance of, or to cancel, terminate, redeem, or modify, any Contract to which Parent or any of its Subsidiaries is party or by which Parent or any of its Subsidiaries or any of their respective assets are bound; or (vii) result in the imposition or creation of any Encumbrance upon or with respect to any of the assets owned or used by Parent or any of its Subsidiaries, except, in the case of clause clauses (ii), (iii), (iv), (v), (vi) and (vii), for any such conflicts or violations that would not be reasonably likely to prevent or delay consummation of the Merger in any material respectconflicts, violations, breaches, defaults, or otherwise would other occurrences that, individually or in the aggregate, have not prevent had and could not reasonably be expected to have a Parent from performing any of its material obligations under this Agreement in any material respectMaterial Adverse Effect. (c) The execution and delivery of this Agreement by Parent and Merger Sub do not, and the performance of this Agreement and the consummation of the Contemplated Transactions by Parent and Merger Sub will not, require any Consent of, or filing with with, or notification to, any Governmental BodyPerson, except (i) for (A) applicable requirements, if any, of the Exchange Act, the Securities Act, the Exchange Act, The New York Stock Exchange or the Toronto Stock Exchangeand Blue Sky Laws, (B) the pre-merger notification requirements of the HSR Act, (C) filing of appropriate a certificate of merger documents as required by the DGCL and (D) the non-United States competition, antitrust antitrust, and investment laws set forth in Part Section 3.2(c) of the Parent Disclosure Schedule and (ii) 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 Parent from performing any of its material obligations under this Agreement in any material respect, and would not reasonably be likely to, individually or in the aggregate, result in have not had and could not reasonably be expected to have a Parent Material Adverse Effect on ParentEffect.

Authority; No Conflict. (a) Parent This Agreement constitutes the legal, valid, and Merger Sub binding obligation of each have all necessary corporate power Seller and authority each Shareholder, enforceable against each Seller and each Shareholder in accordance with its terms. Each Seller and each Shareholder has the absolute and unrestricted right, power, authority, and capacity to execute and deliver this Agreement and the other agreements referred to in this Agreement, to perform their respective its, his or her obligations under this Agreement, and no specific authorization is required for any of them from any third party in this respect. Copies of the relevant corporate resolutions of Sellers, the Company, the Subsidiaries and FAST America authorizing the transactions contemplated hereunder and to consummate granting the Contemplated Transactions. The execution and delivery of this Agreement by each of Parent and Merger Sub and the consummation by each of Parent and Merger Sub of the Contemplated Transactions have been duly and validly authorized by all necessary corporate action on its part and no other corporate proceedings on the part of Parent or Merger Sub relevant authorities are necessary to authorize this Agreement or to consummate the Contemplated Transactions (other than, with respect to the Merger, the filing of a certificate of merger required by the DGCLattached hereto as Exhibit 9.01(a). This Agreement has been duly and validly executed and delivered by Parent and Merger Sub and constitutes the legal, valid and binding obligation of Parent and Merger Sub, enforceable against Parent and Merger Sub in accordance with its terms, subject to the Bankruptcy and Equity Exception. (b) Except as set forth in Part 3.2(b) of the Parent Disclosure Schedule, neither Neither the execution and delivery of this Agreement nor the consummation or performance of any of the Contemplated Transactions willtransactions hereunder, directly or indirectly (with or without notice or lapse of time or both): time) will: (i) contravene, conflict with, or result in a violation of (A) any provision of the Organizational Documents Articles of Parent Incorporation, Articles of Associations or By-laws of any Seller or any of its Subsidiaries, FAST Operating Entity or (B) any resolution adopted by the Board of Directors or the shareholders stockholders of Parent any Seller or any of its Subsidiaries; or FAST Operating Entity; (ii) subject to compliance with the requirements specified in clauses (A) through (D) of Section 3.2(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 transactions contemplated hereunder, except for actions triggered by Buyer's violation of any legal requirement or order to which it is subject as a consequence of the consummation of the transaction hereunder or to exercise any remedy or obtain any relief underunder any legal requirement or any order to which any Seller, any Legal Requirement Shareholder or any orderFAST Operating Entity may be subject; (iii) contravene, injunctionconflict with, writ or decree result in a violation of any of the terms or requirements of, or give any Governmental Authority the right to which Parent revoke, withdraw, suspend, cancel, terminate or modify any permits or any authorization of its Subsidiariesany Governmental Authority that is held or will be acquired by any FAST Operating Entity or that otherwise relates to the Business of, or any of the assets owned or used by Parent by, any FAST Operating Entity; (iv) cause Buyer or any FAST Operating Entity to become subject to, or to become liable for the payment of any tax, save what is indicated with respect to the transfer taxes in Article 14.02 below; (v) contravene, conflict with, or result in a violation or breach of any provision of, or give any person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate, or modify, any contract to which any FAST Operating Entity is a party except for the contracts set forth in Exhibit 9.12 (a) (16); (vi) result in the imposition or creation of any Encumbrance upon or with respect to the Company Shares or the FAST America Shares, or any of its Subsidiaries, may be subject, except, the assets of any FAST Operating Entity; (vii) create or result in any restriction on the case of clause (ii), for any such conflicts or violations that would not be reasonably likely to prevent or delay consummation operation of the Merger in any material respect, or otherwise would not prevent Parent from performing any of its material obligations under this Agreement in any material respectBusiness as it has been operated until the date hereof. (c) The Neither any Seller nor any FAST Operating Entity is or will be required to give any notice to or obtain any consent from any Person in connection with the execution and delivery of this Agreement by Parent do not, and or the consummation or performance of this Agreement and the consummation any of the Contemplated Transactions transactions contemplated by Parent 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 Securities Act, the Exchange Act, The New York Stock Exchange or the Toronto Stock Exchange, (B) the pre-merger notification requirements of the HSR Act, (C) filing of appropriate merger documents as required by the DGCL and (D) the non-United States competition, antitrust and investment laws set forth in Part 3.2(c) of the Parent Disclosure Schedule and (ii) 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 Parent from performing any of its material obligations under this Agreement in any material respect, and would not reasonably be likely to, individually or in the aggregate, result in a Material Adverse Effect on ParentAgreement.

Authority; No Conflict. (a) Each of Parent and Merger Sub each have Seller has all necessary corporate power requisite power, authority and authority capacity, and has taken all action necessary, to execute execute, deliver and deliver perform its obligations under this Agreement and the other agreements referred each Ancillary Agreement to in this Agreement, to perform their respective obligations hereunder and to consummate the Contemplated Transactions. The execution and delivery of this Agreement by each of Parent and Merger Sub and the consummation by each of Parent and Merger Sub of the Contemplated Transactions have been duly and validly authorized by all necessary corporate action on its part and no other corporate proceedings on the part of Parent or Merger Sub are necessary to authorize this Agreement or to consummate the Contemplated Transactions (other than, with respect to the Merger, the filing of which it is a certificate of merger required by the DGCL)Party. This Agreement has been duly and validly authorized, executed and delivered by each of Parent and Merger Sub Seller, and constitutes the legal, valid, and binding obligation of each of Parent and Seller, enforceable against such Person in accordance with its terms. At Closing, each of the Ancillary Agreements will have been duly authorized, executed and delivered by each of Parent, Seller or their Affiliates who will to be a party thereto, and will, when duly authorized, executed and delivered by each of the other parties thereto, constitute the legal, valid and binding obligation of Parent each of Parent, Seller or their Affiliates who is a party thereto, except that enforceability of this Agreement and Merger Subthe Ancillary Agreements may be limited by (i) bankruptcy, enforceable against Parent insolvency, moratorium, reorganization and Merger Sub other similar laws affecting creditors’ rights generally and (ii) general principles of equity, regardless of whether asserted in accordance with its terms, subject to the Bankruptcy and Equity Exceptiona proceeding in equity or at law. (b) Except as set forth in Part on Schedule 3.2(b) of the Parent Disclosure Schedule), neither the execution and delivery of this Agreement or any of the Ancillary Agreements nor the consummation or performance of any of the Contemplated Transactions will, directly or indirectly (with or without notice or lapse of time or both): time): (i) contravene, conflict with, with or result in a violation of (A) any provision of the Parent’s, Seller’s or any Rodeo Entity’s Organizational Documents of Parent or any of its Subsidiaries, or (B) any resolution adopted by the Board board of Directors directors or the shareholders of Parent Parent, Seller or any of its Subsidiaries; or Rodeo Entity; (ii) subject to compliance with the requirements specified in clauses (A) through (D) of Section 3.2(c), contravene, conflict with, with or result in a violation of, or give any Governmental Body Entity (other than with respect to the Antitrust Approvals) or any 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, injunction, writ or decree Order to which Parent any Rodeo Entity may be subject; (iii) contravene, conflict with or any result in a violation of its Subsidiaries, or any of the assets owned terms or used requirements of, or give any Governmental Entity the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is held by Parent any Rodeo Entity; (iv) contravene, conflict with or result in a violation or breach of any provision of, or loss of benefit or rights under, or give any Person the right to declare a Default or exercise any remedy or rights under, or to accelerate the maturity or performance of, or to cancel, terminate or modify, any Contract set forth on Schedule 3.13(a); or (v) result in the imposition or creation of any Encumbrance upon or with respect to the Rodeo Stock, the equity interests in the Transferred Entities or any material asset of its Subsidiariesany Rodeo Entity or the Business other than, may be subject, except, in the case of clause (ii), for with respect to any such conflicts asset other than the Rodeo Stock, Permitted Encumbrances. With respect to clauses 3.2(b)(ii) through 3.2(b)(v) such representations are limited to any such contravention, conflict, violation or violations that would not be reasonably likely to prevent or delay consummation of the Merger in any material respect, or otherwise would not prevent Parent from performing any of its material obligations under this Agreement in any material respectEncumbrance which is a Material Adverse Effect. (c) The execution Except for the Antitrust Approvals and the Vicksburg Notice, and except as set forth on Schedule 3.2(c), no notices, reports, registrations or other filings are required to be made by Parent, Seller or any Rodeo Entity with, nor are any Consents required to be obtained that have not already been obtained by Parent, Seller or any Rodeo Entity from, any Person in connection with the execution, delivery or the performance of this Agreement by Parent do not, and or Seller or the performance of this Agreement and the consummation of the Contemplated Transactions by Parent will not, require any Consent of, or filing with or notification to, any Governmental BodyAncillary Agreements to which such Person is to be a party, except (i) for (A) applicable requirements, if any, of where the Securities Act, the Exchange Act, The New York Stock Exchange or the Toronto Stock Exchange, (B) the pre-merger notification requirements of the HSR Act, (C) filing of appropriate merger documents as required by the DGCL and (D) the non-United States competition, antitrust and investment laws set forth in Part 3.2(c) of the Parent Disclosure Schedule and (ii) where failure to obtain such Consents, or to make such filings notice, report, registration or notifications, would not prevent other filing or delay consummation of the Merger in any material respect, or otherwise prevent Parent from performing any of its material obligations under this Agreement in any material respect, and would not reasonably be likely to, individually or in the aggregate, result in obtain such Consent is a Material Adverse Effect on ParentEffect.

Authority; No Conflict. (a) Each of Parent and Merger Sub each have has all necessary corporate power and authority to execute and deliver this Agreement and the other agreements referred to in this Agreement, to perform their respective its obligations hereunder and to consummate the Contemplated Transactions. The execution and delivery of this Agreement by each of Parent and Merger Sub and the consummation by each of Parent and Merger Sub of the Contemplated Transactions have been duly and validly authorized by all necessary corporate action on its part and no other corporate proceedings on the part of Parent or Merger Sub are necessary to authorize this Agreement or to consummate the Contemplated Transactions (other than, with respect to the Merger, the filing of a certificate Certificate of merger Merger as required by the DGCLDGCL and the adoption of this Agreement by Parent as sole stockholder of Merger Sub which shall occur immediately after the execution and delivery of this Agreement). This Agreement has been duly and validly executed and delivered by Parent Parent, and Merger Sub assuming the due authorization, execution and delivery of this Agreement by the Company, constitutes the legal, valid and binding obligation of Parent and Merger SubParent, enforceable against Parent and Merger Sub in accordance with its terms, subject to the Bankruptcy and Equity Exception. (b) Except as set forth in Part 3.2(b) for violations and defaults that would not materially and adversely affect Parent’s or Merger Sub’s ability to consummate any of the Parent Disclosure Scheduletransactions contemplated by this Agreement, neither the execution and delivery of this Agreement nor the consummation of any of the Contemplated Transactions will, directly or indirectly (with or without notice or lapse of time or both): ) (i) contravene, conflict with, or result in a violation of (A) any provision of the Organizational Documents of Parent or any of its Subsidiaries, or (B) any resolution adopted by the Board board of Directors directors or the shareholders stockholders of Parent or any of its Subsidiaries; or (ii) subject to compliance with the requirements specified in clauses (A) through (D) of Section 3.2(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 Law or any order, injunction, writ or decree Order to which Parent or any of its Subsidiaries, or any of the assets owned or used by Parent or any of its Subsidiaries, 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 Parent or any of its Subsidiaries, or that otherwise relates to the business of, or any of the assets owned or used by, Parent or any of its Subsidiaries; (iv) cause Parent or any of its Subsidiaries to become subject to, or to become liable for the payment of, any Tax; (v) cause any of the assets owned by Parent or any of its Subsidiaries to be reassessed or revalued by any Taxing Authority or other Governmental Body; (vi) contravene, conflict with, or result in a violation or breach of any provision of, or give any Person the right 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 to which Parent or any of its Subsidiaries is party or by which Parent or any of its Subsidiaries or any of their respective assets are bound; (vii) require a Consent from any Person; or (viii) result in the imposition or creation of any Encumbrance upon or with respect to any of the assets owned or used by Parent or any of its Subsidiaries, except, in the case of clause clauses (ii), (iii), (iv), (v), (vi), (vii) and (viii), for any such conflicts conflicts, violations, breaches, defaults or violations other occurrences that would not be reasonably likely to prevent or delay consummation of the Merger in any material respect, or otherwise would not prevent Parent from performing any of its material obligations under this Agreement in any material respect, and would not reasonably be expected to, individually or in the aggregate, adversely affect Parent and its Subsidiaries, taken as a whole, in any material respect. (c) The execution and delivery of this Agreement by Parent do not, and the performance of this Agreement and the consummation of the Contemplated Transactions by Parent 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 Securities Exchange Act, the Exchange ActSecurities Act and Blue Sky Laws, The New York Stock Exchange or the Toronto Stock Exchange, and (B) the pre-merger notification requirements of the HSR Act, (C) filing of appropriate merger documents as required by the DGCL and (D) the non-United States competition, antitrust and investment laws set forth in Part 3.2(c) of the Parent Disclosure Schedule and (ii) 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 Parent from performing any of its material obligations under this Agreement in any material respect, and would not reasonably be likely expected to, individually or in the aggregate, result in a Material Adverse Effect on ParentParent and its Subsidiaries, taken as a whole.

Authority; No Conflict. (a) Parent This Agreement constitutes the legal, valid, and Merger Sub each have all necessary corporate power binding obligation of Insignia, enforceable against Insignia in accordance with its terms. The Employment Agreements constitute the legal, valid, and binding obligation of Insignia, enforceable against Insignia in accordance with their terms. Insignia has the absolute and unrestricted right, power, and authority to execute and deliver this Agreement and the other agreements referred to in this Agreement, Insignia's Closing Documents and to perform their respective its obligations hereunder and to consummate the Contemplated Transactions. The execution and delivery of under this Agreement by each of Parent and Merger Sub and the consummation by each of Parent and Merger Sub of the Contemplated Transactions have been duly and validly authorized by all necessary corporate action on its part and no other corporate proceedings on the part of Parent or Merger Sub are necessary to authorize this Agreement or to consummate the Contemplated Transactions (other than, with respect to the Merger, the filing of a certificate of merger required by the DGCL). This Agreement has been duly and validly executed and delivered by Parent and Merger Sub and constitutes the legal, valid and binding obligation of Parent and Merger Sub, enforceable against Parent and Merger Sub in accordance with its terms, subject to the Bankruptcy and Equity ExceptionInsignia's Closing Documents. (b) Except as set forth in Part 3.2(b) of the Parent Disclosure ScheduleExhibit 4.2(b)-1 hereto, neither the execution and delivery of this Agreement nor the consummation or performance of any of the Contemplated Transactions will, directly or indirectly (with or without notice or lapse of time or both): time): (i) contravene, conflict with, or result in a violation of (A) any provision of the Organizational Documents of Parent IFG or any of its Subsidiaries, IFG Acquisition Subsidiary or (B) any resolution adopted by the Board board of Directors directors or the shareholders stockholders of Parent IFG or any of its Subsidiaries; or IFG Acquisition Subsidiary; (ii) subject to compliance with the requirements specified in clauses (A) through (D) of Section 3.2(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 any order, injunction, writ or decree Order to which Parent IFG or any of its SubsidiariesIFG Acquisition Subsidiary, or any of the assets owned or used by Parent IFG or any of its SubsidiariesIFG Acquisition Subsidiary, may be subject; (iii) contravene, exceptconflict 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 IFG and IFG Acquisition Subsidiary or that otherwise relates to the business of, or any of the assets owned or used by, IFG or IFG Acquisition Subsidiary; (iv) [intentionally omitted]; (v) [intentionally omitted]; (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 Contract (including without limitation any loan documents) to which Insignia is a party; (vii) result in the case imposition or creation of clause (ii), for any such conflicts Encumbrance upon or violations that would not be reasonably likely with respect to prevent or delay consummation any of the Merger in assets owned or used by Insignia; or (viii) give any material respectperson the right to prevent, delay or otherwise would not prevent Parent from performing interfere with any of its material obligations under this Agreement the Contemplated Transactions. Except as set forth in Exhibit 4.2(b)-2 hereof, neither IFG or IFG Acquisition Subsidiary is or will be required to give any material respect. (c) The execution and notice to or obtain any Consent from any Person, including without limitation, any owner or mortgage/lien holder in connection with the execution, delivery of this Agreement by Parent do not, and the or performance of this Agreement and or the consummation or performance of any of the Contemplated Transactions by Parent 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 Securities Act, the Exchange Act, The New York Stock Exchange or the Toronto Stock Exchange, (B) the pre-merger notification requirements of the HSR Act, (C) filing of appropriate merger documents as required by the DGCL and (D) the non-United States competition, antitrust and investment laws set forth in Part 3.2(c) of the Parent Disclosure Schedule and (ii) 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 Parent from performing any of its material obligations under this Agreement in any material respect, and would not reasonably be likely to, individually or in the aggregate, result in a Material Adverse Effect on ParentTransactions.

Authority; No Conflict. (a) Each of Parent and Merger Sub each have all necessary corporate has full right, power and authority to execute execute, deliver and deliver perform this Agreement and all of the Parent Ancillary Agreements to which it is a party. The execution, delivery and performance of this Agreement and the other agreements referred to in this AgreementParent Ancillary Agreements by Parent or Merger Sub, to perform as the case may be, have been duly authorized and approved by Board of Directors of Parent and Merger Sub and do not require any further authorization or consent of Parent, Merger Sub or their respective obligations hereunder stockholders. This Agreement has been duly authorized, executed and to consummate the Contemplated Transactions. The execution and delivery of this Agreement delivered by each of Parent and Merger Sub and the consummation by is a legal, valid and binding agreement of each of Parent and Merger Sub enforceable in accordance with its terms, and each of the Contemplated Transactions have Parent Ancillary Agreements has been duly and validly authorized by all necessary corporate action on its part and no other corporate proceedings on the part of Parent or Merger Sub are necessary to authorize this Agreement or to consummate Sub, as the Contemplated Transactions (other than, with respect to the Merger, the filing of case may be and is a certificate of merger required by the DGCL). This Agreement has been duly and validly executed and delivered by Parent and Merger Sub and constitutes the legal, valid and binding obligation of Parent and or Merger Sub, as the case may be, enforceable against Parent and Merger Sub in accordance with its terms, subject to except as limited by the Bankruptcy application of bankruptcy, moratorium and Equity Exceptionother Requirements of Laws affecting creditors’ rights generally and as limited by the availability of specific performance and the application of equitable principles. (b) Except as set forth in Part 3.2(b) of the Parent Disclosure Schedule, neither Neither the execution and delivery of this Agreement nor or any of the Parent Ancillary Agreements or the consummation of any of the Contemplated Transactions will, directly transactions contemplated hereby or indirectly (thereby nor compliance with or without notice fulfillment of the terms, conditions and provisions hereof or lapse of time or both): thereof will: (i) contravene, conflict with, or result in a violation material breach of the terms, conditions or provisions of, or constitute a material default, a material event of default or an event creating rights of acceleration, termination or cancellation or a loss of rights under (A) any provision the certificate of the Organizational Documents incorporation or by-laws of Parent or Merger Sub, (B) any note, instrument, agreement, mortgage, lease, license, franchise, permit or other authorization, right, restriction or obligation to which Parent or Merger Sub is a party or any of its Subsidiariesassets or properties is subject or by which Parent or Merger Sub is bound, or (BC) any resolution adopted by the Board of Directors or the shareholders of Parent or any of its Subsidiaries; or (ii) subject to compliance with the requirements specified in clauses (A) through (D) of Section 3.2(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 any order, injunction, writ or decree Court Order to which Parent or Merger Sub is a party or by which it is bound or (D) any Requirements of its SubsidiariesLaws affecting Parent or Merger Sub; or (ii) require the approval, consent, authorization or act of, or any of the assets owned or used making by Parent or Merger Sub of any of its Subsidiariesdeclaration, may be subjectfiling or registration with, except, in the case of clause (ii), for any such conflicts or violations that would not be reasonably likely to prevent or delay consummation of the Merger in any material respect, or otherwise would not prevent Parent from performing any of its material obligations under this Agreement in any material respectPerson. (c) The execution Parent has caused to be filed with the FTC and delivery of this Agreement the Antitrust Division the notifications and other information required to be filed under the HSR Act with respect to the transactions contemplated hereby. All such filings by Parent do notwere, and the performance of this Agreement and the consummation as of the Contemplated Transactions by Parent will notdate filed, require any Consent of, or filing true and accurate and in accordance with or notification to, any Governmental Body, except (i) for (A) applicable requirements, if any, of the Securities Act, the Exchange Act, The New York Stock Exchange or the Toronto Stock Exchange, (B) the pre-merger notification requirements of the HSR Act, (C) filing of appropriate merger documents as required by the DGCL and (D) the non-United States competition, antitrust and investment laws set forth in Part 3.2(c) of the Parent Disclosure Schedule and (ii) 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 Parent from performing any of its material obligations under this Agreement in any material respect, and would not reasonably be likely to, individually or in the aggregate, result in a Material Adverse Effect on Parent.

Authority; No Conflict. (a) Parent and Merger Sub each have all necessary corporate power and authority to execute and deliver this Agreement and the other agreements referred to in this Agreement, to perform their respective obligations hereunder and to consummate the Contemplated Transactions. The execution and delivery of this Agreement by each of Parent and Merger Sub and the consummation by each of Parent and Merger Sub of the Contemplated Transactions have been duly and validly authorized by all necessary corporate action on its part and no other corporate proceedings on the part of Parent or Merger Sub are necessary to authorize this Agreement or to consummate the Contemplated Transactions (other than, with respect to the Merger, the filing of a certificate of merger required by the DGCL). This Agreement has been duly and validly executed and delivered by Parent and Merger Sub and constitutes the legal, valid and binding obligation of Parent and Merger Subthe Contributors, enforceable against Parent and Merger Sub each of them in accordance with its terms, subject except as enforceability may be limited by bankruptcy laws, other similar laws affecting creditors’ rights and general principles of equity affecting the availability of specific performance and other equitable remedies. Upon the execution and delivery by the Contributors of each of the documents and instruments to be executed and delivered by the Bankruptcy Contributors at the Closing pursuant to Section 1.4(a) (collectively, the “Contributors’ Closing Documents”), each of the Contributors’ Closing Documents will constitute the legal, valid and Equity Exceptionbinding obligation of the Contributors party thereto, enforceable against the Contributors in accordance with their respective terms, except as enforceability may be limited by bankruptcy laws, other similar laws affecting creditors’ rights and general principles of equity affecting the availability of specific performance and other equitable remedies. Each of the Contributors has all requisite power, authority and capacity to execute and deliver this Agreement and the Contributors’ Closing Documents to which she 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 the Contributors, and no other action on the part of the Contributors is necessary to authorize the same. (b) Except as set forth in Part 3.2(b) of the Parent Disclosure Schedule, neither Neither the execution and delivery of this Agreement by the Contributors nor the consummation of any or performance of the Contemplated Transactions transactions contemplated hereby by the Contributors will, directly or indirectly (with or without notice or lapse of time or bothtime): (i) contravene, conflict with, or result in a violation of (A) any provision of the Organizational Documents organizational documents of Parent or any of its Subsidiaries, or (B) any resolution adopted by the Board of Directors or the shareholders of Parent or any of its SubsidiariesCompany; or (ii) subject to compliance with the requirements specified in clauses (A) through (D) of Section 3.2(c), contravene, conflict with, or result in a violation of any Legal Requirement, or any Order of any Governmental Authority, to which the Company or either Contributor 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 other modify, any Governmental Authorization that is held by the Company; (iv) cause Holdings, any Subsidiary of Holdings or the Company to become subject to, or to become liable for, the payment of any Tax existing prior to the Closing Date; (v) 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 any order, injunction, writ performance of or decree to which Parent or any of its Subsidiariespayment under, or cancel, terminate, or modify any, Company Contract; or (vi) result in the creation or imposition of any Encumbrance upon any of the assets owned or used by Parent or any of its Subsidiaries, may be subject, except, in the case of clause (ii), for any such conflicts or violations that would not be reasonably likely to prevent or delay consummation of the Merger in any material respect, or otherwise would not prevent Parent from performing any of its material obligations under this Agreement in any material respectCompany. (c) The Except as set forth in Section 2.2(c) of the Contributors Disclosure Schedule, neither the Company nor either Contributor is or will be required to give any notice to or obtain any consent or approval from (i) any Governmental Authority or other Person, or (ii) any party to any Company Contract in connection with the execution and delivery of this Agreement by Parent do not, and the performance of this Agreement and or the consummation of the Contemplated Transactions by Parent 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 Securities Act, the Exchange Act, The New York Stock Exchange or the Toronto Stock Exchange, (B) the pre-merger notification requirements of the HSR Act, (C) filing of appropriate merger documents as required by the DGCL and (D) the non-United States competition, antitrust and investment laws set forth in Part 3.2(c) of the Parent Disclosure Schedule and (ii) 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 Parent from performing any of its material obligations under this Agreement in any material respect, and would not reasonably be likely to, individually or in the aggregate, result in a Material Adverse Effect on Parenttransactions contemplated hereby.

Authority; No Conflict. (a) Parent Seller has all requisite power, authority and Merger Sub each have capacity, and has taken all necessary corporate power action necessary, to execute, deliver and authority to execute and deliver perform its obligations under this Agreement and the other agreements referred each Ancillary Agreement to in this Agreement, to perform their respective obligations hereunder and to consummate the Contemplated Transactions. The execution and delivery of this Agreement by each of Parent and Merger Sub and the consummation by each of Parent and Merger Sub of the Contemplated Transactions have been duly and validly authorized by all necessary corporate action on its part and no other corporate proceedings on the part of Parent or Merger Sub are necessary to authorize this Agreement or to consummate the Contemplated Transactions (other than, with respect to the Merger, the filing of which it is a certificate of merger required by the DGCL)party. This Agreement has been duly and validly authorized, executed and delivered by Parent and Merger Sub Seller and constitutes the legal, valid, and binding obligation of Seller, enforceable against Seller in accordance with its terms, and, upon the execution and delivery by Seller or any of its Subsidiaries of the Ancillary Agreements to which it is a party, such Ancillary Agreements will have been duly authorized, executed and delivered by Seller and will constitute the legal, valid and binding obligation obligations of Parent and Merger SubSeller or such Subsidiary, enforceable against Parent and Merger Sub Seller or such Subsidiary in accordance with its their respective terms, subject to except that enforceability of this Agreement and the Bankruptcy Ancillary Agreements may be limited by (i) bankruptcy, insolvency, moratorium, reorganization and Equity Exceptionother similar laws affecting creditors’ rights generally and (ii) the general principles of equity, regardless of whether asserted in a proceeding in equity or at law. (b) Except as set forth in Part on Schedule 3.2(b) of the Parent Disclosure Schedule), neither the execution and delivery of this Agreement and the Ancillary Agreements to which Seller or any of its Subsidiaries is a party nor the consummation or performance of any of the Contemplated Transactions will, directly or indirectly (with or without notice or lapse of time or both): time): (i) contravene, conflict with, with or result in a violation of (A) any provision of the Organizational Documents of Parent Seller or any of its Subsidiaries, Subsidiaries or (B) any resolution adopted by the Board board of Directors or the shareholders directors of Parent Seller or any of its Subsidiaries; or ; (ii) subject to compliance with the requirements specified in clauses (A) through (D) of Section 3.2(c), contravene, conflict with, with or result in a violation of, or give any Governmental Body or other Person Entity 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, injunction, writ or decree Order to which Parent either Seller or the Purchased Assets may be subject; (iii) contravene, conflict with or result in a violation of any of the terms or requirements of, or give any Governmental Entity the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is held by Seller or any of its Subsidiaries and that relates to the Purchased Business or the Purchased Assets; (iv) contravene, conflict with, result in a violation or breach of any provision of, constitute a Default under, accelerate or modify the performance of, cancel, terminate or modify any Transferred Contract; or (v) result in the imposition or creation of any Encumbrance (other than Permitted Encumbrances) upon or with respect to the Purchased Assets. (c) Except (i) as may be required under Antitrust Laws and (ii) for the Material Consents set forth on Schedule 3.2(c), no notices, reports, registrations or other filings are required to be made by Seller with, nor are any Consents required to be obtained that have not already been obtained by Seller or any of its Subsidiaries from, any Person in connection with the execution, delivery or the performance of this Agreement or any of the Ancillary Agreements by Seller or any of its Subsidiaries, or any of except where the assets owned or used by Parent or any of its Subsidiaries, may be subject, except, in the case of clause (ii), for any such conflicts or violations that would not be reasonably likely to prevent or delay consummation of the Merger in any material respect, or otherwise would not prevent Parent from performing any of its material obligations under this Agreement in any material respect. (c) The execution and delivery of this Agreement by Parent do not, and the performance of this Agreement and the consummation of the Contemplated Transactions by Parent 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 Securities Act, the Exchange Act, The New York Stock Exchange or the Toronto Stock Exchange, (B) the pre-merger notification requirements of the HSR Act, (C) filing of appropriate merger documents as required by the DGCL and (D) the non-United States competition, antitrust and investment laws set forth in Part 3.2(c) of the Parent Disclosure Schedule and (ii) where failure to obtain such Consents, or to make such filings notice, report, registration or notifications, other filing or obtain such Consent would not prevent or delay consummation of the Merger in any material respect, or otherwise prevent Parent from performing any of its material obligations under this Agreement in any material respect, and would not reasonably be likely to, individually or in the aggregate, result in have a Seller Material Adverse Effect on ParentEffect.

Authority; No Conflict. (a) Parent and Merger Sub each The Acquired Companies have delivered or made available to Buyer an executed copy of all actions by the Acquired Companies’ boards of directors or other corporate authority performing similar functions necessary corporate power and authority to execute and deliver approve this Agreement and the other agreements referred to in this Agreement, to perform their respective obligations hereunder and to consummate the Contemplated Transactions. The execution and delivery of this Agreement by each of Parent and Merger Sub and the consummation by each of Parent and Merger Sub of the Contemplated Transactions have been duly and validly authorized by all necessary corporate action on its part and no other corporate proceedings on the part of Parent or Merger Sub are necessary to authorize this Agreement or to consummate the Contemplated Transactions (other than, with respect to the Merger, the filing of a certificate of merger required by the DGCL)transactions contemplated herein. This Agreement and the exhibits and schedules hereto has been duly and validly executed and delivered by Parent and Merger Sub the Acquired Companies and constitutes the legal, valid and binding obligation obligations of Parent and Merger Subthe Acquired Companies, enforceable against Parent and Merger Sub the Acquired Companies in accordance with its terms, subject except where such enforceability may be limited to bankruptcy, insolvency, reorganization, moratorium and similar laws relating to or affecting creditors generally and by general equity principles. Subject to the Bankruptcy and Equity Exception. (b) Except as set forth requisite consents referenced in Part 3.2(b) Section 4.4 of the Parent Disclosure Schedule, neither the execution and delivery of this Agreement nor the consummation or performance of any of the Contemplated Transactions transactions contemplated herein will, directly or indirectly (with or without notice or lapse of time or both): time): (ia) contravene, conflict with, or result in a violation of (Ai) any provision of the Organizational Documents of Parent or any of its Subsidiariesthe Acquired Companies, or (Bii) any resolution adopted by the Board board of Directors directors (other corporate authority performing similar functions) or the shareholders of Parent stockholders (or any of its Subsidiaries; or (ii) subject to compliance with the requirements specified in clauses (A) through (Dother equity owners) of Section 3.2(c), any Acquired Company; (b) contravene, conflict with, or result in a violation of, or give any Governmental Body Authority or other Person the right to challenge any of the Contemplated Transactions transactions contemplated by this Agreement or to exercise any remedy or obtain any relief under, any Legal Requirement Law or any order, injunction, writ or decree Order to which Parent any Acquired Company or any of its Subsidiariesthe assets owned or used by any Acquired Company may be subject; (c) contravene, conflict with, or result in a violation of any of the terms or requirements of, or give any Governmental Authority or Other Person the right to revoke, withdraw, suspend, cancel, terminate, or modify, any License or Permit that is held by any Acquired Company or that otherwise relates to the business of, or any of the assets owned or used by Parent or by, any of its SubsidiariesAcquired Company; (d) contravene, may be subject, except, in the case of clause (ii), for any such conflicts or violations that would not be reasonably likely to prevent or delay consummation of the Merger in any material respectconflict with, or otherwise would not prevent Parent from performing result in a violation or breach of any of its material obligations under this Agreement in any material respect. (c) The execution and delivery of this Agreement by Parent do not, and the performance of this Agreement and the consummation of the Contemplated Transactions by Parent will not, require any Consent provision of, or filing with give any Person the right to declare a default or notification to, exercise any Governmental Body, except (i) for (A) applicable requirements, if any, of the Securities Act, the Exchange Act, The New York Stock Exchange or the Toronto Stock Exchange, (B) the pre-merger notification requirements of the HSR Act, (C) filing of appropriate merger documents as required by the DGCL and (D) the non-United States competition, antitrust and investment laws set forth in Part 3.2(c) of the Parent Disclosure Schedule and (ii) where failure to obtain such Consentsremedy under, or to make such filings accelerate the maturity or notificationsperformance of, would not prevent or delay consummation to cancel, terminate, or modify, any Contract; or (e) result in the imposition or creation of any Encumbrance upon or with respect to any of the Merger in assets owned or used by any material respect, or otherwise prevent Parent from performing any of its material obligations under this Agreement in any material respect, and would not reasonably be likely to, individually or in the aggregate, result in a Material Adverse Effect on ParentAcquired Company.

Authority; No Conflict. (a) Parent The Company has the right, power, authority and Merger Sub each have all necessary corporate power and authority capacity to execute and deliver this Agreement, to consummate the Merger and to perform its obligations under this Agreement. The Board of Directors of the Company has appointed a special committee consisting of independent directors (the "SPECIAL COMMITTEE"). The Special Committee has unanimously recommended to the Board of Directors and the stockholders the approval and adoption of this Agreement and the other agreements referred to in this Agreement, to perform their respective obligations hereunder and to consummate consummation of the Contemplated TransactionsMerger. The Board of Directors of the Company has unanimously (after giving effect to any director who may have recused himself from such discussions and approval) approved the execution and delivery of this Agreement by each of Parent and Merger Sub and the consummation by each of Parent and Merger Sub of the Contemplated Transactions Merger and has unanimously (after giving effect to any director who may have been duly recused himself from such discussions and validly authorized by all necessary corporate action on its part and no other corporate proceedings on approval) approved the part Voting Agreement with the intent that Parent shall not become an "interested stockholder" within the meaning of Parent or Merger Sub are necessary to authorize this Agreement or to consummate the Contemplated Transactions (other than, with respect to the Merger, the filing Section 203 of a certificate of merger required by the DGCL). This Agreement has been duly and validly executed and delivered by Parent and Merger Sub the Company and constitutes the legal, valid and binding obligation of Parent and Merger Subthe Company, enforceable against Parent and Merger Sub the Company in accordance with its terms, subject to the Bankruptcy and Equity Exception. (b) Except as set forth in Part 3.2(b) of Neither the Parent Disclosure Scheduleexecution, neither the execution and delivery or performance of this Agreement by the Company nor the consummation by the Company of the Merger or any of the Contemplated Transactions other transactions contemplated hereby will, directly or indirectly (with or without notice or lapse of time or both): ): (i) contravene, conflict with, with or result in a violation or breach of (A) any provision of the Organizational Documents of Parent the Company or any of its Subsidiaries, or (B) any resolution adopted by the Board of Directors Directors, or any committee thereof, or the shareholders stockholders of Parent the Company, (C) any legal requirement or any Governmental Order to which the Company or any of its Subsidiaries; Subsidiaries or (ii) subject to compliance with the requirements specified in clauses (A) through (D) of Section 3.2(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 properties or to exercise any remedy assets owned or obtain any relief under, any Legal Requirement or any order, injunction, writ or decree to which Parent used by the Company or any of its SubsidiariesSubsidiaries may be subject, or (D) any authorization, license or permit of any Governmental Authority, including any private investigatory license or other similar license, which is held by the Company or any of its Subsidiaries or that otherwise relates to the business of, or any of the assets owned or used by Parent by, the Company or any of its Subsidiaries; (ii) result in a violation or breach of or constitute a default, give rise to a right of termination, cancellation or acceleration, create any entitlement to any payment or benefit or require the consent or approval of or any notice to or filing with any third party under any Contract to which the Company or any of its Subsidiaries is a party or to which they or their respective properties or assets may be bound, or require the consent or approval of or any notice to or filing with any Governmental Authority to which either the Company or any of its Subsidiaries or their respective properties or assets may be subject, except, ; or (iii) result in the case imposition or creation of clause any Encumbrance (ii), for other than Permitted Encumbrances) upon or with respect to any such conflicts or violations that would not be reasonably likely to prevent or delay consummation of the Merger in any material respect, properties or otherwise would not prevent Parent from performing assets owned or used by the Company or any of its material obligations under this Agreement in any material respect. Subsidiaries; except, with respect to clauses (ci)(C) The execution and delivery of this Agreement by Parent do not, and the performance of this Agreement and the consummation of the Contemplated Transactions by Parent 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 Securities Act, the Exchange Act, The New York Stock Exchange or the Toronto Stock Exchange, (B) the pre-merger notification requirements of the HSR Act, (C) filing of appropriate merger documents as required by the DGCL and (D) the non-United States competition), antitrust and investment laws set forth in Part 3.2(c) of the Parent Disclosure Schedule and (ii) or (iii) of this Section 4.2, where failure to obtain any such Consentscontravention, conflict, violation, breach, default, termination right, cancellation or to make such filings acceleration right or notifications, Encumbrance would not prevent or delay consummation of the Merger in any material respect, or otherwise prevent Parent from performing any of its material obligations under this Agreement in any material respect, and would not reasonably be likely to, individually or in the aggregate, result in have a Material Adverse Effect on Parentor would not adversely affect the ability of the Company to consummate the Merger or the other transactions contemplated by this Agreement.

Authority; No Conflict. (a) The Parent and Merger Sub the Buyer each have all necessary corporate has full power and authority to execute and deliver this Agreement and the other documents and agreements referred contemplated by this Agreement to be executed and delivered by it, respectively, and, subject to the fulfillment of the conditions precedent set forth in Sections 8.1(c) and (e) of this Agreement, to consummate or perform their respective obligations hereunder and to consummate the Contemplated Transactions. (b) The execution and delivery by the Parent and Buyer of this Agreement has been duly authorized by all necessary corporate action on the part of Parent and Buyer, respectively. The This Agreement constitutes the legal, valid, and binding obligation of each of Parent and Buyer, enforceable against each of them in accordance with its terms. (c) Neither the execution and delivery of this Agreement by each of Parent and Merger Sub and the consummation by each of Parent and Merger Sub of the Contemplated Transactions have been duly and validly authorized by all necessary corporate action on its part and no other corporate proceedings on the part of Parent or Merger Sub are necessary to authorize this Agreement or to consummate the Contemplated Transactions (other than, with respect to the Merger, the filing of a certificate of merger required by the DGCL). This Agreement has been duly and validly executed and delivered by Parent and Merger Sub and constitutes the legal, valid and binding obligation of Parent and Merger Sub, enforceable against Parent and Merger Sub in accordance with its terms, subject to the Bankruptcy and Equity Exception. (b) Except as set forth in Part 3.2(b) of the Parent Disclosure Schedule, neither the execution and delivery of this Agreement Buyer nor the consummation or performance of any of the Contemplated Transactions by the Parent or Buyer will, directly or indirectly (with or without notice or lapse of time or both): time): (i) contravene, conflict with, or result in a violation of (A) any provision of the Organizational Documents of Parent or any of its SubsidiariesBuyer, or (B) any resolution adopted by the Board board of Directors or the shareholders directors of Parent or any of its Subsidiaries; or Buyer; (ii) subject to compliance with the requirements specified in clauses (A) through (D) of Section 3.2(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 remedy, or obtain any relief underrelief, under any Legal Requirement or any order, injunction, writ or decree Order to which Parent or any of its SubsidiariesBuyer, or any of the assets owned or used by Parent or any of its SubsidiariesBuyer, may be subject; (iii) contravene, exceptconflict 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 Parent or Buyer or that otherwise relates to the business of, or any of the assets owned or used by, Parent or 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 material Buyer Applicable Contract; or (v) result in the case imposition or creation of clause any Encumbrance (ii), for other than Permitted Encumbrances) upon or with respect to any such conflicts or violations that would not be reasonably likely to prevent or delay consummation of the Merger in any material respectassets owned or used by the Buyer, or except as otherwise would not prevent Parent from performing any expressly agreed under the terms of its material obligations under this Agreement or in any material respectconnection with financing arrangements entered into by Parent or Buyer or their Affiliates. (cd) The Except for compliance with (i) the HSR Act and the regulations thereunder, (ii) compliance with any applicable requirements of the Exchange Act and other applicable securities laws and (iii) the filing of the Articles of Merger pursuant to the IBCL; no Consent is required in connection with the execution and delivery by Parent or Buyer of this Agreement or the consummation or performance by Parent do not, and the performance of this Agreement and the consummation or Buyer any of the Contemplated Transactions by Parent 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 Securities Act, the Exchange Act, The New York Stock Exchange or the Toronto Stock Exchange, (B) the pre-merger notification requirements of the HSR Act, (C) filing of appropriate merger documents as required by the DGCL and (D) the non-United States competition, antitrust and investment laws set forth in Part 3.2(c) of the Parent Disclosure Schedule and (ii) 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 Parent from performing any of its material obligations under this Agreement in any material respect, and would not reasonably be likely to, individually or in the aggregate, result in a Material Adverse Effect on ParentTransactions.

Authority; No Conflict. (a) Parent and Merger Sub each have VDA has all necessary corporate power and authority to execute and deliver this Agreement and the other agreements referred to in this Agreement, to perform their respective its obligations hereunder and to consummate the Contemplated Transactions. The execution and delivery of this Agreement by each of Parent and Merger Sub VDA and the consummation by each of Parent and Merger Sub VDA of the Contemplated Transactions have been duly and validly authorized by all necessary corporate action on its part and no other corporate proceedings on the part of Parent or Merger Sub VDA are necessary to authorize this Agreement or to consummate the Contemplated Transactions (other than, with respect to the Merger, the filing of a certificate of merger required by the DGCL)Transactions. This Agreement has been duly and validly executed and delivered by Parent VDA, and Merger Sub assuming the due authorization, execution and delivery of this Agreement by Telkonet, constitutes the legal, valid and binding obligation of Parent and Merger SubVDA, enforceable against Parent and Merger Sub VDA in accordance with its terms, subject to the Bankruptcy and Equity Exception. (b) Except for violations and defaults that would not materially and adversely affect VDA’s ability to consummate any of the Contemplated Transactions and as set forth in Part 3.2(bSection 4.2(b) of the Parent VDA Disclosure Schedule, neither the execution and delivery of this Agreement nor the consummation of any of the Contemplated Transactions will, directly or indirectly (with or without notice or lapse of time or both): (i) contravene, conflict with, or result in a violation of (A) any provision of the VDA’s Organizational Documents of Parent or any of its SubsidiariesDocuments, or (B) any resolution adopted by the Board board of Directors directors or the shareholders of Parent or any of its SubsidiariesVDA; or (ii) subject to compliance with the requirements specified in clauses (A) through (D) of Section 3.2(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 Law or any order, injunction, writ or decree Order to which Parent or any of its SubsidiariesVDA, or any of the assets owned or used by Parent VDA 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 VDA, or that otherwise relates to the business of, or any of its Subsidiariesthe assets owned or used by, may be subjectVDA; (iv) require a Consent from any Person; or (v) result in the imposition or creation of any Encumbrance upon or with respect to any of the assets owned or used by VDA, except, in the case of clause clauses (ii), (iii), (iv) and (v), for any such conflicts conflicts, violations, breaches, defaults or violations other occurrences that would not be reasonably likely to prevent or delay consummation of the Merger Contemplated Transactions in any material respect, or otherwise would not prevent Parent VDA from performing any of its material obligations under this Agreement in any material respect, and would not reasonably be expected to, individually or in the aggregate, adversely affect VDA, taken as a whole, in any material respect. (c) The execution and delivery of this Agreement by Parent do VDA does not, and the performance of this Agreement and the consummation of the Contemplated Transactions by Parent VDA will not, require any Consent of, or filing with or notification to, to any Governmental Body, except (i) for (A) applicable requirements, if any, of the Securities Act, the Exchange Act, The New York Stock Exchange or the Toronto Stock Exchange, (B) the pre-merger notification requirements of the HSR Act, (C) filing of appropriate merger documents as required by the DGCL Body and (D) the non-United States competition, antitrust and investment laws set forth in Part 3.2(c) of the Parent Disclosure Schedule and (ii) where failure to obtain such Consents, or to make such filings or notifications, would not prevent or delay consummation of the Merger Contemplated Transactions in any material respect, or otherwise prevent Parent VDA from performing any of its material obligations under this Agreement in any material respect, and would not reasonably be likely to, individually or in the aggregate, result in a Material Adverse Effect on ParentAgreement.

Authority; No Conflict. (a) Parent This Agreement constitutes the legal, valid, and Merger Sub each have all necessary corporate power binding obligation of Buyer and APA, enforceable against Buyer and APA in accordance with its terms. Each of Buyer and APA has the absolute and unrestricted right, power, and authority to execute and deliver this Agreement and the other agreements referred to in perform its respective obligations under this Agreement, to perform their respective obligations hereunder and to consummate . (b) Neither the Contemplated Transactions. The execution and delivery of this Agreement by each of Parent and Merger Sub and Buyer or APA nor the consummation by each or performance of Parent and Merger Sub any of the Contemplated Transactions have been duly and validly authorized by all necessary corporate action on its part and no other corporate proceedings on Buyer or APA will give any Person the part right to prevent, delay, or otherwise interfere with any of Parent or Merger Sub are necessary to authorize this Agreement or to consummate the Contemplated Transactions (other than, with respect to the Merger, the filing of a certificate of merger required by the DGCL). This Agreement has been duly and validly executed and delivered by Parent and Merger Sub and constitutes the legal, valid and binding obligation of Parent and Merger Sub, enforceable against Parent and Merger Sub in accordance with its terms, subject to the Bankruptcy and Equity ExceptionTransactions. (bc) Except as set forth in Part 3.2(b) of the Parent Disclosure Schedule, neither Neither the execution and delivery of this Agreement nor the consummation or performance of any of the Contemplated Transactions will, directly or indirectly (with or without notice or lapse of time or both): time): (i) contravene, conflict with, or result in a violation of (A) any provision of the Organizational Documents of Parent or any of its Subsidiaries, or (B) any resolution adopted by the Board of Directors or the shareholders of Parent or any of its Subsidiaries; or (ii) subject to compliance with the requirements specified in clauses (A) through (D) of Section 3.2(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 any order, injunction, writ or decree Order to which Parent the Buyer or any of its SubsidiariesAPA, or any of the assets owned or used by Parent the Buyer or any of its SubsidiariesAPA, may be subject; (ii) contravene, exceptconflict 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 the Buyer or APA or that otherwise relates to the business of, or any of the assets owned or used by, the Buyer or APA; (iii) 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 of Buyer or APA ; or (iv) result in the case imposition or creation of clause (ii), for any such conflicts Encumbrance upon or violations that would with respect to any of the assets owned or used by the Buyer or APA. Buyer and APA are not and will not be reasonably likely required to prevent or delay consummation of obtain any Consent from any Person in connection with the Merger in any material respect, or otherwise would not prevent Parent from performing any of its material obligations under this Agreement in any material respect. (c) The execution and delivery of this Agreement by Parent do not, and or the consummation or performance of this Agreement and the consummation any of the Contemplated Transactions by Parent 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 Securities Act, the Exchange Act, The New York Stock Exchange or the Toronto Stock Exchange, (B) the pre-merger notification requirements of the HSR Act, (C) filing of appropriate merger documents as required by the DGCL and (D) the non-United States competition, antitrust and investment laws set forth in Part 3.2(c) of the Parent Disclosure Schedule and (ii) 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 Parent from performing any of its material obligations under this Agreement in any material respect, and would not reasonably be likely to, individually or in the aggregate, result in a Material Adverse Effect on ParentTransactions.

Authority; No Conflict. (a) Parent and Merger Sub each have all necessary The Company has the requisite corporate power and authority to execute and deliver this Agreement and the all other agreements referred to in this Agreement, to perform their respective obligations hereunder and documents contemplated hereby and to consummate the Contemplated Transactionscarry out its obligations hereunder. The execution execution, delivery and delivery performance of this Agreement by each of Parent and Merger Sub all other agreements and documents contemplated hereby and the consummation by each of Parent and Merger Sub Consummation of the Contemplated Transactions merger and of the other transactions contemplated hereby have been duly and validly authorized by all necessary corporate action on its the part of the company and no other corporate proceedings on the part of Parent or Merger Sub the company are necessary to authorize this Agreement agreement and all other agreements and documents contemplated hereby or to consummate the Contemplated Transactions transactions so contemplated (other than, with respect to the Mergermerger, the filing approval and adoption of this agreement by the company's stockholders in accordance with the ccl and the company's articles of incorporation). The affirmative vote of the holders of a certificate majority of merger required by the DGCL)outstanding shares of company common stock and the approving vote of any company series b stock outstanding in compliance with the ccl is the only vote of the holders of any class or series of the company's capital stock necessary to approve this agreement and the transactions contemplated hereby. This Agreement agreement has been duly and validly executed and delivered by Parent the company and Merger Sub constitutes, and constitutes all agreements and documents contemplated hereby when executed and delivered pursuant hereto for value received will constitute, the legal, valid and binding obligation obligations of Parent and Merger Sub, enforceable against Parent and Merger Sub in accordance with its terms, subject to the Bankruptcy and Equity Exceptioncompany. (b) Except as set forth in Part 3.2(b) 3.2 of the Parent Disclosure ScheduleLetter, neither the execution and delivery of this Agreement by the Company nor the consummation or performance of any of the Contemplated Transactions by the Company will, directly or indirectly (with or without notice or lapse of time or both): time): (i) contravene, conflict with, or result in a violation of (A) any provision of the Organizational Documents of Parent or any of its Subsidiariesthe Company, or (B) any resolution adopted by the Board board of Directors directors or the shareholders stockholders of Parent or any of its Subsidiaries; or the Company; (ii) subject to compliance with the requirements specified in clauses (A) through (D) of Section 3.2(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 any order, injunction, writ or decree Order to which Parent the Company or any of its SubsidiariesStockholder, or any of the assets owned or used by Parent the Company, may be subject that would be likely to have a Material Adverse Effect; (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 the Company or that otherwise relates to the business of, or any of its Subsidiariesthe assets owned or used by, may be subjectthe Company; (iv) cause Parent, exceptSub or the Company to become subject to, in or to become liable for the case of clause payment of, any material Tax; (ii), for v) cause any such conflicts or violations that would not be reasonably likely to prevent or delay consummation of the Merger assets owned by the Company to be reassessed or revalued in any material respectway by any taxing authority or other Governmental Body; (vi) contravene, conflict with, or otherwise 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 that would not prevent Parent from performing have a Material Adverse Effect; or (vii) result in the imposition or creation of any material charge, claim, community property interest, condition, equitable interest, lien, option, pledge, security interest or encumbrance upon or with respect to any of its material obligations under this Agreement the assets owned or used by the Company. Except as set forth in Part 3.2 of the Disclosure Letter, the Company will not be required to give any material respect. (c) The notice to or obtain any Consent from any Person in connection with the execution and delivery of this Agreement by Parent do not, and or the consummation or performance of this Agreement and the consummation any of the Contemplated Transactions by Parent 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 Securities Act, the Exchange Act, The New York Stock Exchange or the Toronto Stock Exchange, (B) the pre-merger notification requirements of the HSR Act, (C) filing of appropriate merger documents as required by the DGCL and (D) the non-United States competition, antitrust and investment laws set forth in Part 3.2(c) of the Parent Disclosure Schedule and (ii) 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 Parent from performing any of its material obligations under this Agreement in any material respect, and would not reasonably be likely to, individually or in the aggregate, result in a Material Adverse Effect on ParentTransactions.

Authority; No Conflict. Except for the requirement that Parent obtain the Required Stockholder Vote: (a) Parent and Merger Sub each have has all necessary corporate power and authority to execute and deliver this Agreement and the other agreements referred to in this Merger Agreement, and to perform their respective its obligations hereunder and to consummate the Contemplated TransactionsTransactions and the Merger. The execution and delivery of this Agreement by each of Parent and Merger Sub and the consummation by each of Parent and Merger Sub of the Contemplated Transactions and the Merger have been duly and validly authorized by all necessary corporate action on its part and no other corporate proceedings on the part of Parent or Merger Sub are necessary to authorize this Agreement or to consummate the Contemplated Transactions (other than, with respect to and the Merger, the filing of a certificate of merger required by the DGCL). This Agreement has been duly and validly executed and delivered by Parent and, assuming the due execution and Merger Sub and delivery of this Agreement by the Consenting Stockholder, constitutes the legal, valid and binding obligation of Parent and Merger SubParent, enforceable against Parent and Merger Sub in accordance with its terms, terms subject to the Bankruptcy effect of (i) applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect relating to rights of creditors generally and Equity Exception(ii) rules of law and equity governing specific performance, injunctive relief and other equitable remedies. (b) Except as set forth in Part 3.2(b) of the Parent Disclosure Schedule, neither Neither the execution and delivery of this Agreement nor the consummation of any of the Contemplated Transactions or the Merger do or will, directly or indirectly (with or without notice or lapse of time or both): ); (i) contravene, conflict with, or result in a violation of (A) any provision of the Organizational Documents of Parent or any of its SubsidiariesParent, or (B) any resolution adopted by the Board of Directors or the shareholders of Parent or any of its Subsidiaries; or (ii) subject to compliance with the requirements specified in clauses (A) through (D) of Section 3.2(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 any order, injunction, writ or decree to which Parent or any of its Subsidiaries, or any of the assets owned or used by Parent or any of its Subsidiaries, may be subjectRequirement, except, in the case of clause (ii), for any such conflicts conflicts, violations, breaches, defaults or violations other occurrences that would not be reasonably likely to prevent or delay consummation of the Contemplated Transactions or the Merger in any material respect, or would otherwise would not prevent Parent from performing any of its material obligations under this Agreement in any material respect. (c) The execution and delivery of this Agreement by Parent do does not, and the performance of this Agreement and the consummation of the Contemplated Transactions and the Merger by Parent 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, any national securities exchange on which the Exchange ActParent Common Stock is then listed, The New York Stock Exchange or the Toronto Stock Exchange, and Blue Sky Laws (B) the pre-merger notification requirements filing of the HSR Act, (C) filing Certificates of appropriate merger documents Merger as required by the DGCL and NRS, (C) the filing of the Certificate of Incorporation Amendment with the Secretary of State of the State of Delaware, and (D) the non-United States competition, antitrust filings made in connection with applicable Antitrust Laws and investment laws set forth in Part 3.2(c) of the Parent Disclosure Schedule laws, and (ii) such other Consents, filings or notifications where failure to obtain such Consents, or to make such filings or notifications, would not prevent or delay the consummation of the Merger Contemplated Transactions in any material respect, or would otherwise not prevent Parent from performing any of its material obligations under this Agreement in any material respect, and would not reasonably be likely to, individually or in the aggregate, result in a Material Adverse Effect on Parent.

Authority; No Conflict. (a) Parent This Agreement constitutes the legal, valid, and Merger Sub each have all necessary corporate power binding obligation of Buyer and APA, enforceable against Buyer and APA in accordance with its terms. Each of Buyer and APA has the requisite right, power, and authority to execute and deliver this Agreement and the other agreements referred to in perform its respective obligations under this Agreement, to perform their respective obligations hereunder and to consummate . (b) Neither the Contemplated Transactions. The execution and delivery of this Agreement by each of Parent and Merger Sub and Buyer or APA nor the consummation by each or performance of Parent and Merger Sub any of the Contemplated Transactions have been duly and validly authorized by all necessary corporate action on its part and no other corporate proceedings on Buyer or APA will give any Person the part right to prevent, delay, or otherwise interfere with any of Parent or Merger Sub are necessary to authorize this Agreement or to consummate the Contemplated Transactions (other than, with respect to the Merger, the filing of a certificate of merger required by the DGCL). This Agreement has been duly and validly executed and delivered by Parent and Merger Sub and constitutes the legal, valid and binding obligation of Parent and Merger Sub, enforceable against Parent and Merger Sub in accordance with its terms, subject to the Bankruptcy and Equity ExceptionTransactions. (bc) Except as set forth in Part 3.2(b) of the Parent Disclosure Schedule, neither Neither the execution and delivery of this Agreement nor the consummation or performance of any of the Contemplated Transactions will, directly or indirectly (with or without notice or lapse of time or both): time): (i) contravene, conflict with, or result in a violation of (A) any provision of the Organizational Documents of Parent or any of its Subsidiaries, or (B) any resolution adopted by the Board of Directors or the shareholders of Parent or any of its Subsidiaries; or (ii) subject to compliance with the requirements specified in clauses (A) through (D) of Section 3.2(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 any order, injunction, writ or decree Order to which Parent the Buyer or any of its SubsidiariesAPA, or any of the assets owned or used by Parent the Buyer or any of its SubsidiariesAPA, may be subject; (ii) contravene, exceptconflict 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 the Buyer or APA or that otherwise relates to the business of, or any of the assets owned or used by, the Buyer or APA; (iii) 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 of Buyer or APA ; or (iv) result in the case imposition or creation of clause (ii), for any such conflicts Encumbrance upon or violations that would with respect to any of the assets owned or used by the Buyer or APA. Buyer and APA are not and will not be reasonably likely required to prevent or delay consummation of obtain any Consent from any Person in connection with the Merger in any material respect, or otherwise would not prevent Parent from performing any of its material obligations under this Agreement in any material respect. (c) The execution and delivery of this Agreement by Parent do not, and or the consummation or performance of this Agreement and the consummation any of the Contemplated Transactions by Parent 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 Securities Act, the Exchange Act, The New York Stock Exchange or the Toronto Stock Exchange, (B) the pre-merger notification requirements of the HSR Act, (C) filing of appropriate merger documents as required by the DGCL and (D) the non-United States competition, antitrust and investment laws set forth in Part 3.2(c) of the Parent Disclosure Schedule and (ii) 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 Parent from performing any of its material obligations under this Agreement in any material respect, and would not reasonably be likely to, individually or in the aggregate, result in a Material Adverse Effect on ParentTransactions.

Authority; No Conflict. (a) Parent This Agreement has been duly authorized, executed and Merger Sub delivered by each have all necessary corporate power of Seller and authority to execute and deliver this Agreement and MSCI and, assuming the other agreements referred to in this Agreementdue authorization, to perform their respective obligations hereunder and to consummate the Contemplated Transactions. The execution and delivery of this Agreement by each of Buyer, Parent and Merger Sub and the consummation by each of Parent and Merger Sub of the Contemplated Transactions have been duly and validly authorized by all necessary corporate action on its part and no other corporate proceedings on the part of Parent or Merger Sub are necessary to authorize this Agreement or to consummate the Contemplated Transactions (other thanITG Software, with respect to the Merger, the filing of a certificate of merger required by the DGCL). This Agreement has been duly and validly executed and delivered by Parent and Merger Sub and constitutes the legal, valid valid, and binding obligation of Parent each of Seller and Merger SubMSCI, enforceable against Parent each of Seller and Merger Sub MSCI in accordance with its terms, subject to the Bankruptcy and Equity Exception. (b) Except as set forth in Part 3.2(b) of the Parent Disclosure Schedule, neither Neither the execution and delivery of this Agreement nor the consummation or performance of any of the Contemplated Transactions will, directly or indirectly (with or without notice or lapse of time or both): time): (i) contravene, conflict with, or result in a violation of (A) any provision of the Organizational Documents of Parent Seller, MSCI or any of its SubsidiariesMSCI’s other subsidiaries, or (B) any resolution adopted by the Board board of Directors directors or the shareholders stockholders of Parent Seller, MSCI or any of its Subsidiaries; or MSCI’s other subsidiaries; (ii) subject to compliance with the requirements specified in clauses (A) through (D) of Section 3.2(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 any order, injunction, writ or decree Order to which Parent Seller, MSCI or any of its SubsidiariesMSCI’s other subsidiaries, or any of the assets owned or used by Parent or any of its Subsidiariestheir assets, may be subject, except, ; or (iii) result in the case imposition or creation of clause any Encumbrance upon or with respect to the Seller JV Interests; or (ii)iv) contravene or conflict with any Contract to which Seller, for any such conflicts MSCI or violations that would not be reasonably likely to prevent or delay consummation of the Merger in any material respect, or otherwise would not prevent Parent from performing any of its material obligations under this Agreement in MSCI’s other subsidiaries is party or by which any material respectof their assets is bound. (c) The Except for a filing under the HSR Act and except as required pursuant to the JV Agreement, Seller, MSCI and MSCI’s other subsidiaries 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 by Parent do not, and or the consummation or performance of this Agreement and the consummation any of the Contemplated Transactions by Parent 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 Securities Act, the Exchange Act, The New York Stock Exchange or the Toronto Stock Exchange, (B) the pre-merger notification requirements of the HSR Act, (C) filing of appropriate merger documents as required by the DGCL and (D) the non-United States competition, antitrust and investment laws set forth in Part 3.2(c) of the Parent Disclosure Schedule and (ii) 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 Parent from performing any of its material obligations under this Agreement in any material respect, and would not reasonably be likely to, individually or in the aggregate, result in a Material Adverse Effect on ParentTransactions.

Authority; No Conflict. (a) Parent The execution, delivery and Merger Sub each have all necessary corporate power and authority to execute and deliver performance by Target of this Agreement and the other agreements referred to in this AgreementCertificate of Merger, to perform their respective obligations hereunder and to consummate the Contemplated Transactions. The execution and delivery of this Agreement by each of Parent and Merger Sub and the consummation by each of Parent and Merger Sub Target of the Contemplated Transactions transactions contemplated hereby and thereby, have been duly and validly authorized by all necessary corporate action on its part and no other corporate proceedings on the part of Parent or Merger Sub are necessary Target subject only to authorize the approval of this Agreement or to consummate and the Contemplated Transactions (other than, with respect to Merger by the Merger, affirmative vote of the filing holders of a certificate majority of merger required by the DGCL)outstanding Target Common Stock. This Agreement has been duly and validly executed and delivered by Parent and Merger Sub Target and constitutes the legal, a valid and binding obligation of Parent and Merger Sub, Target enforceable against Parent and Merger Sub Target in accordance with its terms. The Certificate of Merger, subject to the Bankruptcy upon execution, will constitute a valid and Equity Exception. (b) binding obligation of Target enforceable against Target in accordance with its terms. Except as set forth in Part 3.2(b) SECTION 2.3 of the Parent Target Disclosure Schedule, neither the execution execution, delivery and delivery performance of this Agreement nor by Target does not, and the consummation of the transactions contemplated hereby will not, conflict with, or result in any violation of, or breach of the Contemplated Transactions will, directly or indirectly default under (with or without notice or lapse of time time, or both): (i) contravene, conflict with), or result in give rise to a violation right of termination, cancellation or acceleration of any obligation or loss of any benefit under, or require a waiver or consent under (Ax) its Certificate of Incorporation or Bylaws (each as amended to date), (y) any provision of mortgage, indenture, material lease, material contract or other material agreement or material instrument binding upon the Organizational Documents of Parent Target or any of its the Target Subsidiaries, or (Bz) any resolution adopted by the Board of Directors or the shareholders of Parent or any of its Subsidiaries; or (ii) subject to compliance with the requirements specified in clauses (A) through (D) of Section 3.2(c)permit, contraveneconcession, conflict withfranchise, material license, judgment, order, decree, Law, judgment, or result in a violation of, or give any Governmental Body injunction 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, injunction, writ or decree to which Parent or any of its Subsidiaries, similar authorization held by Target or any of the assets owned Target Subsidiaries or used by Parent applicable to Target, any of the Target Subsidiaries or any of its Subsidiariestheir properties or assets. No consent, may be subjectapproval, exceptorder or authorization of, in or registration, qualification, designation, declaration or filing with, any Governmental Entity is required on the case part of clause (ii), for Target or any such conflicts or violations that would not be reasonably likely to prevent or delay consummation of the Merger Target Subsidiaries in any material respect, or otherwise would not prevent Parent from performing any of its material obligations under this Agreement in any material respect. (c) The connection with the execution and delivery of this Agreement by Parent do not, and the performance of this Agreement and or the consummation of the Contemplated Transactions other transactions contemplated by Parent will not, require any Consent of, or filing with or notification to, any Governmental Bodythis Agreement, except for (i) for the filing of the Certificate of Merger, (Aii) compliance with any applicable requirements, if any, requirements of the Securities Act, and the Exchange Actrules and regulations promulgated thereunder (iii) such filings as may be required under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, The New York Stock Exchange or the Toronto Stock Exchangeas amended ("HSR"), (Biv) the pre-merger notification requirements of the HSR Act, (C) filing of appropriate merger documents as required by the DGCL and (D) the non-United States competition, antitrust and investment laws set forth in Part 3.2(c) of the Parent Disclosure Schedule and (ii) where failure to obtain such Consentsother filings or registrations with, or authorizations, consents or approvals of, Governmental Entities, the failure of which to make such filings or notifications, would not prevent or delay consummation of the Merger in any material respect, or otherwise prevent Parent from performing any of its material obligations under this Agreement in any material respect, and obtain would not reasonably be likely to, individually or in the aggregate, result in expected to have a Material Adverse Effect on ParentTarget, and (v) the Required Telecommunications Consents (as defined in SECTION 2.35 hereof). The terms of the Target Stock Option Plans permit the assumption thereof by Acquiror or the substitution of options to purchase Acquiror Common Stock as provided in this Agreement, without the consent or approval of the holders of such options, the Target stockholders or otherwise and without any acceleration of the exercise schedule or vesting provisions in effect for such options.

Authority; No Conflict. (a) Parent and Merger Sub each have all necessary corporate Such Backstop Provider (i) has the requisite corporate, partnership or limited liability company (as applicable) power and authority (A) to enter into, execute and deliver this Agreement and the other agreements referred to in this Agreement, and (B) to perform their respective obligations hereunder and to consummate the Contemplated Transactions. The transactions contemplated hereby and thereby, and (ii) has taken all necessary corporate, partnership or limited liability company (as applicable) action required for (x) the due authorization, execution and delivery of this Agreement by each of Parent Agreement, and Merger Sub (y) the performance and the consummation by each of Parent and Merger Sub of the Contemplated Transactions have been duly and validly authorized by all necessary corporate action on its part and no other corporate proceedings on the part of Parent or Merger Sub are necessary to authorize this Agreement or to consummate the Contemplated Transactions (other than, with respect to the Merger, the filing of a certificate of merger required by the DGCL)transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Parent and Merger Sub and such Backstop Provider. This Agreement constitutes the legal, valid and binding obligation of Parent and Merger Subsuch Backstop Provider, enforceable against Parent and Merger Sub such Backstop Provider in accordance with its terms, subject to the Bankruptcy and Equity Exception. (b) Except as set forth in Part 3.2(b) of the Parent Disclosure Schedule, neither Neither the execution and delivery by such Backstop Provider of this Agreement nor the performance or consummation by such Backstop Provider of any of the Contemplated Transactions transactions contemplated hereby or thereby will, directly or indirectly (with or without notice or lapse of time or both): ): (i) contravene, conflict with, or result in a violation of (A) any provision of the Organizational Documents of Parent or any of its Subsidiaries, or (B) any resolution adopted by the Board of Directors or the shareholders of Parent or any of its Subsidiaries; or such Backstop Provider; (ii) subject to compliance with the requirements specified in clauses (A) through (D) of Section 3.2(c), contravene, conflict with, or result in a violation of, any pending or give any Governmental Body existing Law 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, injunction, writ or decree Order to which Parent or any of its Subsidiariessuch Backstop Provider, or any of the assets properties, assets, rights or interests owned or used by Parent or any of its Subsidiariessuch Backstop Provider, may be subject; or (iii) contravene, conflict with or result in a violation or breach of any provision of, or give rise to any right of termination, acceleration or cancellation under, any Contract to which such Backstop Provider is a party or which any of such Backstop Provider’s properties, assets, rights or interests are bound; except, in the case of clause (ii), for any such conflicts or violations that would not be reasonably likely to prevent or delay consummation of the Merger in any material respect, or otherwise would not prevent Parent from performing any of its material obligations under this Agreement in any material respect. (c) The execution and delivery of this Agreement by Parent do not, and the performance of this Agreement and the consummation of the Contemplated Transactions by Parent 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 Securities Act, the Exchange Act, The New York Stock Exchange or the Toronto Stock Exchange, (B) the pre-merger notification requirements of the HSR Act, (C) filing of appropriate merger documents as required by the DGCL and (D) the non-United States competition, antitrust and investment laws set forth in Part 3.2(c) of the Parent Disclosure Schedule and clauses (ii) and (iii) above, where failure to obtain such Consentsoccurrence, event or to make such filings or notifications, would not prevent or delay consummation of the Merger in any material respect, or otherwise prevent Parent from performing any of its material obligations under this Agreement in any material respect, and result would not reasonably be likely expected to prohibit, materially delay or materially and adversely impact such Backstop Provider’s performance or consummation of its obligations under this Agreement. Except (x) for Consents which have been obtained, notices which have been given and filings which have been made, and (y) where the failure to give any notice, obtain any Consent or make any filing would not reasonably be expected to prevent or materially delay the consummation of any of the transactions contemplated by this Agreement, such Backstop Provider is not and will not be required to give any notice to, individually make any filing with or obtain any Consent from, any Person in connection with the aggregate, result in a Material Adverse Effect on Parentexecution and delivery by such Backstop Provider of this Agreement or the consummation or performance by such Backstop Provider of any of the transactions contemplated hereby or thereby.

Authority; No Conflict. (a) This Agreement constitutes the legal, valid and binding obligation of Parent and Merger Sub Buyer, enforceable against Parent and Buyer in accordance with its terms subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally, general equitable principles (whether considered in a proceeding in equity or at law). Upon the execution and delivery by Parent and Buyer, as applicable, of the Assignment and Assumption Agreement, the Lock-up Agreement, the Escrow Agreement, the Noncompetition Agreements, and each have all necessary corporate other agreement to be executed or delivered by Parent and/or Buyer at Closing (collectively, the “Buyer’ Closing Documents”), each of the Buyer’ Closing Documents will constitute the legal, valid and binding obligation of Parent and/or Buyer party thereto, enforceable against Parent and/or such Buyer in accordance with its respective terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditor’s rights generally, general equitable principles (whether considered in a proceeding in equity or at law). Parent and Buyer has the absolute and unrestricted right, power and authority to execute and deliver this Agreement and the other agreements referred Buyer’ Closing Documents to in this Agreement, which it is a party and to perform their respective its obligations hereunder and to consummate the Contemplated Transactions. The execution and delivery of under this Agreement by each of Parent and Merger Sub such Buyer’ Closing Documents, and the consummation by each of Parent and Merger Sub of the Contemplated Transactions have such action has been duly and validly authorized by all necessary corporate action on its part and no other corporate proceedings on the part of Parent or Merger Sub are necessary to authorize this Agreement or to consummate the Contemplated Transactions (other than, with respect to the Merger, the filing of a certificate of merger required by the DGCL). This Agreement has been duly and validly executed and delivered by Parent and Merger Sub and constitutes the legal, valid and binding obligation of Parent and Merger Sub, enforceable against Parent and Merger Sub in accordance with its terms, subject to the Bankruptcy and Equity ExceptionBuyer. (b) Except as set forth in Part 3.2(b) of the Parent Disclosure Schedule, neither Neither the execution and delivery of this Agreement nor the consummation or performance of any of the Contemplated Transactions by Parent or Buyer will, directly or indirectly (with or without notice or lapse of time or both): time): (i) contravene, conflict with, or result in a violation of Breach (A) any provision of the Organizational Governing Documents of Parent or any of its Subsidiaries, Buyer or (B) any resolution adopted by the Board board of Directors directors or the shareholders of Parent or any of its Subsidiaries; or Buyer; (ii) subject to compliance with the requirements specified in clauses (A) through (D) of Section 3.2(c), contraveneBreach, conflict withwith or violate any Legal Requirement or Order to which Parent or Buyer is subject, except for any deviations which would not reasonably be expected to prevent or result in a violation delay the consummation of the Contemplated Transactions; or (iii) Breach any provision of, or give any Governmental Body or other Person the right to challenge any of the Contemplated Transactions declare a default or to exercise any remedy or obtain any relief under, or to accelerate the maturity or performance of, or payment under, or to cancel, terminate or modify, any Legal Requirement or any order, injunction, writ or decree Contract to which Parent or any of its Subsidiariesand/or Buyer is a party, or any of the assets owned or used by Parent or any of its Subsidiaries, may be subject, except, in the case of clause (ii), except for any such conflicts or violations that deviations which would not reasonably be reasonably likely expected to prevent or delay the consummation of the Merger in any material respect, or otherwise would not prevent Parent from performing any of its material obligations under this Agreement in any material respectContemplated Transactions. (c) The Except as set forth in Section 4.2(c) of the Buyer Disclosure Schedule, neither Parent nor Buyer is or will be required to obtain any Consent from any Person in connection with the execution and delivery of this Agreement by Parent do not, and or the consummation or performance of this Agreement and the consummation any of the Contemplated Transactions by Parent will notTransactions, require any Consent of, which consent has not already been made or filing with or notification to, any Governmental Body, except (i) for (A) applicable requirements, if any, of the Securities Act, the Exchange Act, The New York Stock Exchange or the Toronto Stock Exchange, (B) the pre-merger notification requirements of the HSR Act, (C) filing of appropriate merger documents as required by the DGCL and (D) the non-United States competition, antitrust and investment laws set forth in Part 3.2(c) of the Parent Disclosure Schedule and (ii) 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 Parent from performing any of its material obligations under this Agreement in any material respect, and would not reasonably be likely to, individually or in the aggregate, result in a Material Adverse Effect on Parentobtained.

Authority; No Conflict. (a) Parent The execution, delivery and Merger Sub each performance of this Agreement and the Contemplated Transactions to which it is a party have been duly authorized by all necessary corporate power action on the part of each Shareholder. This Agreement constitutes the legal, valid and binding obligations of each Shareholder enforceable against each such Person in accordance with its terms. Each Shareholder has the absolute and unrestricted right, power, authority and capacity to execute and deliver this Agreement and the other agreements referred to in this Agreement, to perform their respective its obligations hereunder and to consummate hereunder. (b) Neither the Contemplated Transactions. The execution and delivery of this Agreement by each of Parent and Merger Sub and the consummation by each of Parent and Merger Sub of the Contemplated Transactions have been duly and validly authorized by all necessary corporate action on its part and no other corporate proceedings on the part of Parent or Merger Sub are necessary to authorize this Agreement or to consummate the Contemplated Transactions (other than, with respect to the Merger, the filing of a certificate of merger required by the DGCL). This Agreement has been duly and validly executed and delivered by Parent and Merger Sub and constitutes the legal, valid and binding obligation of Parent and Merger Sub, enforceable against Parent and Merger Sub in accordance with its terms, subject to the Bankruptcy and Equity Exception. (b) Except as set forth in Part 3.2(b) of the Parent Disclosure Schedule, neither the execution and delivery of this Agreement Shareholder nor the consummation or performance of any of the Contemplated Transactions by each such Person will, directly or indirectly (with or without notice or lapse of time or both): time): (i) contravene, conflict with, or result in a violation of (A) any provision of the any of such Persons' Organizational Documents of Parent or any of its Subsidiaries, or (B) any resolution adopted by the Board board of Directors directors (or similar governing body) or the shareholders stockholders of Parent each of such Persons, Mexico SRL or any of its Subsidiaries; or Cinemex Company; (ii) subject to compliance with the requirements specified in clauses (A) through (D) of Section 3.2(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 any order, injunction, writ or decree Order to which Parent any such Persons, Mexico SRL or any of its SubsidiariesCinemex Company or their respective assets and properties may be subject; (iii) contravene, conflict with, or result in a violation 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 Parent Mexico SRL or any Cinemex Company or that otherwise relates to the Cinemex Stock or the assets or properties of its Subsidiariesany Cinemex Company; (iv) cause Buyers, any Cinemex Company or Mexico SRL to become subject to, or to become liable for the payment of, any Tax; (v) cause the Cinemex Stock or the assets or properties of any Cinemex Company to be reassessed or revalued by any taxing authority or other Governmental Body; (vi) contravene, conflict with or result in a violation or breach of any provision of, or give any Person the right 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 to which such Persons, Mexico SRL or any Cinemex Company is a party or by which any of their respective properties or assets may be subject, except, bound; or (vii) result in the case imposition or creation of clause (ii)any Encumbrance upon or with respect to the Cinemex Stock, for any such conflicts Cinemex Company or violations that would not Mexico SRL. Neither any Parent nor any Seller nor Barbados, is or will be reasonably likely required to prevent give any notice to or delay consummation of obtain any Consent from any Person in connection with the Merger in any material respect, or otherwise would not prevent Parent from performing any of its material obligations under this Agreement in any material respect. (c) The execution and delivery of this Agreement by Parent do not, and or the consummation or performance of this Agreement and the consummation any of the Contemplated Transactions by Parent 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 Securities Act, the Exchange Act, The New York Stock Exchange or the Toronto Stock Exchange, (B) the pre-merger notification requirements of the HSR Act, (C) filing of appropriate merger documents as required by the DGCL and (D) the non-United States competition, antitrust and investment laws set forth in Part 3.2(c) of the Parent Disclosure Schedule and (ii) 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 Parent from performing any of its material obligations under this Agreement in any material respect, and would not reasonably be likely to, individually or in the aggregate, result in a Material Adverse Effect on ParentTransactions.

Authority; No Conflict. (a) Parent This Agreement has been duly and validly executed by each of Parent, Merger Sub, and Successor Sub, and this Agreement (assuming due authorization, execution and delivery by the Company) constitutes the legal, valid and binding obligation of each of Parent, Merger Sub, and Succssor Sub, enforceable against each of Parent, Merger Sub and Successor Sub in accordance with its terms, except as enforceability is limited by the Enforceability Exceptions. Upon the delivery (and execution, if applicable) by each have all necessary corporate of Parent, Merger Sub and Successor Sub of each of the documents and instruments to be delivered by Parent at the Closing pursuant to Section 2.13(b) (collectively, the “Parent Closing Documents”), each of the Parent Closing Documents (assuming due authorization, execution and delivery by the other party or Parties thereto, if applicable) will constitute the legal, valid and binding obligation of Parent, Merger Sub and/or Successor Sub, as applicable, enforceable against Parent, Merger Sub and/or Successor Sub, as applicable, in accordance with their respective terms, except as enforceability is limited by the Enforceability Exceptions. Each of Parent, Merger Sub and Successor Sub has the right, power and authority to execute and deliver this Agreement and the other agreements referred to in this AgreementParent Closing Documents, as applicable, and to perform their respective Parent, Merger Sub or Successor Sub’s obligations hereunder and to consummate the Contemplated Transactions. The execution and delivery of under this Agreement by each of Parent and Merger Sub and the consummation by each of Parent Closing Documents, as applicable, and Merger Sub of the Contemplated Transactions such actions have been duly and validly authorized by all necessary corporate or other governing action on its part and no other corporate proceedings on the part by each of Parent or Merger Sub are necessary to authorize this Agreement or to consummate the Contemplated Transactions (other thanParent, with respect to the Merger, the filing of a certificate of merger required by the DGCL). This Agreement has been duly and validly executed and delivered by Parent and Merger Sub and constitutes the legal, valid and binding obligation of Parent and Merger Successor Sub, enforceable against Parent and Merger Sub in accordance with its terms, subject to the Bankruptcy and Equity Exception. (b) Except as set forth in Part 3.2(b) of the Parent Disclosure Schedule, neither Neither the execution and delivery of this Agreement or any of the other Transaction Documents by Parent, Merger Sub and/or Successor Sub nor the consummation or performance of any of the Contemplated Transactions by Parent and/or Merger Sub will, directly or indirectly (with or without notice or lapse of time or both): ) (i) contravene, conflict with, with or result in a violation or breach of (A) any provision of any of the Organizational Constitutive Documents or Governance Documents of Parent Parent, Merger Sub or any of its SubsidiariesSuccessor Sub, or (B) any resolution adopted by the Board of Directors or the shareholders of Parent or any of its Subsidiaries; or (ii) subject to compliance with the requirements specified in clauses (A) through (D) of Section 3.2(c), contravene, conflict with, with or result in a violation or breach of any Legal Requirement to which Parent, Merger Sub or Successor Sub is subject, (iii) contravene, conflict with or result in a violation or breach of, constitute a default under, or give any Governmental Body or other Person the right to challenge declare a default or exercise any remedy under, accelerate the maturity or performance of 35 or payment under, or cancel, terminate, or modify any material Contract to which Parent, Merger Sub or Successor Sub is a party or is otherwise bound, or (iv) result in the creation or imposition of any Encumbrance upon any of the Contemplated Transactions Assets of Parent, Merger Sub or to exercise any remedy or obtain any relief underSuccessor sub (other than Permitted Encumbrances), any Legal Requirement or any order, injunction, writ or decree to which Parent or any of its Subsidiaries, or any of the assets owned or used by Parent or any of its Subsidiaries, may be subject, except, except in the case of clause clauses (ii), (iii) and (iv), for any such conflicts contravention, conflict, violation, breach, default, remedy, acceleration, cancellation, termination, modification or violations Encumbrance, in each case, that would not reasonably be reasonably likely expected to prevent or delay consummation of the Merger in any material respect, or otherwise would not prevent cause a Parent from performing any of its material obligations under this Agreement in any material respectMaterial Adverse Effect. (c) The Except as pursuant to the HSR Act, and except for the requisite approvals of the respective Board of Directors of Parent, Merger Sub, and Successor Sub, neither Parent, Merger Sub nor Successor Sub is nor will be required to give any notice to or obtain any Consent from any Person in connection with the execution and delivery of this Agreement by Parent do notor any of the other Transaction Documents, and or the consummation or performance of this Agreement and the consummation of the Contemplated Transactions by Parent will not, require any Consent of, or filing with or notification to, any Governmental BodyTransactions, except (i) for (A) applicable requirements, if any, of the Securities Act, the Exchange Act, The New York Stock Exchange or the Toronto Stock Exchange, (B) the pre-merger notification requirements of the HSR Act, (C) filing of appropriate merger documents as required by the DGCL and (D) the non-United States competition, antitrust and investment laws set forth in Part 3.2(c) of the Parent Disclosure Schedule and (ii) where any failure to give such notice or obtain such ConsentsConsent, or to make such filings or notificationsin each case, would not prevent or delay consummation of the Merger in any material respect, or otherwise prevent Parent from performing any of its material obligations under this Agreement in any material respect, and that would not reasonably be likely to, individually or in the aggregate, result in expected to cause a Parent Material Adverse Effect on ParentEffect.

Authority; No Conflict. (a) Parent and Merger Sub each have all necessary corporate power and authority to execute and deliver this Agreement and the other agreements referred to in this Agreement, to perform their respective obligations hereunder and to consummate the Contemplated Transactions. The execution and delivery of this Agreement by each of Parent and Merger Sub and the consummation by each of Parent and Merger Sub of the Contemplated Transactions have been duly and validly authorized by all necessary corporate action on its part and no other corporate proceedings on the part of Parent or Merger Sub are necessary to authorize this Agreement or to consummate the Contemplated Transactions (other than, with respect to the Merger, the filing of a certificate of merger required by the DGCL). This Agreement has been duly and validly executed and delivered by Parent and Merger Sub and constitutes the legal, valid valid, and binding obligation of each of Parent and Merger Sub, enforceable against Parent and Merger Sub in accordance with its terms, subject except as limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors’ rights and (ii) general principles of equity that restrict the availability of equitable remedies. Each of Parent and Merger Sub has the right, power, and authority to the Bankruptcy execute, deliver and Equity Exceptionperform this Agreement and to perform its obligations under this Agreement. (b) Except as set forth in Part 3.2(b) No Governmental Authorization is necessary on the part of Parent or Merger Sub for the consummation by Parent and Merger Sub of the Parent Disclosure ScheduleMerger and the other Contemplated Transactions, neither except for the execution and filing of the Certificate of Merger as required by the DGCL. Neither the execution, delivery or performance of this Agreement by Parent and Merger Sub nor the consummation of any the Merger and the other Contemplated Transactions hereby and thereby nor compliance by Parent and Merger Sub with all of the Contemplated Transactions willprovisions hereof and thereof, directly or indirectly (with or without notice or lapse of time or both): will (i) contravene, conflict with, with or result in a any violation of (A) any provision of the Organizational Documents of Parent or Merger Sub, (ii) violate any Legal Requirement, Governmental Authorization or Order applicable to Parent or Merger Sub, or by which any of its Subsidiariestheir properties or assets is bound, or (Biii) any resolution adopted by the Board of Directors or the shareholders of Parent or any of its Subsidiaries; or (ii) subject to compliance with the requirements specified in clauses (A) through (D) of Section 3.2(c), contravene, conflict with, or result in a violation or material breach of, or constitute (with or without due notice or lapse of time or both) a material default under or give rise to any Governmental Body right of termination, cancellation, acceleration, redemption or repurchase by any other Person the right to challenge under, any of the Contemplated Transactions terms, conditions or to exercise provisions of any remedy or obtain any relief under, any Legal Requirement or any order, injunction, writ or decree Contract to which either of Parent or any of its Subsidiaries, or any of the assets owned or used by Parent or any of its Subsidiaries, may be subject, except, in the case of clause (ii), for any such conflicts or violations that would not be reasonably likely to prevent or delay consummation of the Merger in any material respect, or otherwise would not prevent Parent from performing any of its material obligations under this Agreement in any material respectSub is a party. (c) The execution Parent and Merger Sub are not and will not be required to obtain any Consent from, or provide notice to, any Person in connection with the execution, delivery of this Agreement by Parent do not, and the or performance of this Agreement and or the consummation or performance of any of the Contemplated Transactions by Parent 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 Securities Act, the Exchange Act, The New York Stock Exchange or the Toronto Stock Exchange, (B) the pre-merger notification requirements of the HSR Act, (C) filing of appropriate merger documents as required by the DGCL and (D) the non-United States competition, antitrust and investment laws set forth in Part 3.2(c) of the Parent Disclosure Schedule and (ii) 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 Parent from performing any of its material obligations under this Agreement in any material respect, and would not reasonably be likely to, individually or in the aggregate, result in a Material Adverse Effect on ParentTransactions.

Authority; No Conflict. (a) Parent Upon the execution and Merger Sub delivery by Seller of this Agreement and each have all necessary corporate power Ancillary Document of Seller, this Agreement and authority each Ancillary Document of Seller will constitute the legal, valid, and binding obligations of Seller, enforceable against Seller in accordance with their respective terms. Seller has the right, power, authority, and capacity to execute and deliver this Agreement and the other agreements referred to in this Agreement, Ancillary Documents of Seller and to perform their respective its obligations hereunder and to consummate the Contemplated Transactions. The execution and delivery of under this Agreement by each of Parent and Merger Sub and the consummation by each Ancillary Documents of Parent and Merger Sub of the Contemplated Transactions have been duly and validly authorized by all necessary corporate action on its part and no other corporate proceedings on the part of Parent or Merger Sub are necessary to authorize this Agreement or to consummate the Contemplated Transactions (other than, with respect to the Merger, the filing of a certificate of merger required by the DGCL). This Agreement has been duly and validly executed and delivered by Parent and Merger Sub and constitutes the legal, valid and binding obligation of Parent and Merger Sub, enforceable against Parent and Merger Sub in accordance with its terms, subject to the Bankruptcy and Equity ExceptionSeller. (b) Except as set forth in Part 3.2(b) 2.2 of the Parent Disclosure ScheduleLetter, neither the execution and delivery of this Agreement nor the consummation or performance of any of the Contemplated Transactions will, directly or indirectly (with or without notice or lapse of time or both): time): (i) contravene, conflict with, or result in a violation of (A) any provision of the Organizational Documents of Parent Seller or any of its Subsidiariesthe Acquired Company, or (B) any resolution adopted by the Board board of Directors directors or the shareholders stockholders of Parent Seller or any of its Subsidiaries; or the Acquired Company; (ii) subject to compliance with the requirements specified in clauses (A) through (D) of Section 3.2(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 any order, injunction, writ or decree Order to which Parent the Acquired Company or any of its SubsidiariesSeller, or any of the assets owned or used by Parent or any of its Subsidiariesthe Acquired Company, may be subject; (iii) contravene, exceptconflict 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 the Acquired Company or that otherwise relates to the business of, or any of the assets owned or used by, the Acquired Company; (iv) cause the Acquired Company to become subject to, or to become liable for the payment of, any Tax in Japan; (v) cause any of the assets owned by the Acquired Company to be reassessed or revalued by any Japanese taxing authority or other Japanese 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 Applicable Contract; or (vii) result in the case imposition or creation of clause (ii), for any such conflicts Encumbrance upon or violations that would not be reasonably likely with respect to prevent or delay consummation any of the Merger assets owned or used by the Acquired Company. Except as set forth in Part 2.2 of the Disclosure Letter, neither Seller nor the Acquired Company is or will be required to give any material respect, notice to or otherwise would not prevent Parent obtain any Consent from performing any of its material obligations under this Agreement Person in any material respect. (c) The connection with the execution and delivery of this Agreement by Parent do not, and or the consummation or performance of this Agreement and the consummation any of the Contemplated Transactions by Parent 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 Securities Act, the Exchange Act, The New York Stock Exchange or the Toronto Stock Exchange, (B) the pre-merger notification requirements of the HSR Act, (C) filing of appropriate merger documents as required by the DGCL and (D) the non-United States competition, antitrust and investment laws set forth in Part 3.2(c) of the Parent Disclosure Schedule and (ii) 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 Parent from performing any of its material obligations under this Agreement in any material respect, and would not reasonably be likely to, individually or in the aggregate, result in a Material Adverse Effect on ParentTransactions.

Authority; No Conflict. (a) This Agreement constitutes the legal, valid, and binding obligation of Buyer and Buyer Parent, enforceable against Buyer and Buyer Parent in accordance with its terms. Upon the execution and Merger Sub delivery by Buyer and Buyer Parent of the Amended and Restated Limited Liability Company Agreement and by Buyer of the SGL Supply Agreement and all other documents or agreements required to be executed and delivered by Buyer and/or Buyer Parent hereunder (the "Buyer's Closing Documents"), the Buyer's Closing Documents will constitute the legal, valid and binding obligations of Buyer or Buyer Parent, as the case may be, enforceable against Buyer or Buyer Parent in accordance with their respective terms to the extent that each have all necessary corporate power is a party thereto. Buyer and Buyer Parent each has the absolute and unrestricted right, power, and authority to execute and deliver this Agreement and the other agreements referred Buyer's Closing Documents to in this Agreement, which they are a party and to perform their respective obligations hereunder and to consummate the Contemplated Transactions. The execution and delivery of this Agreement by each of Parent and Merger Sub and the consummation by each of Parent and Merger Sub of the Contemplated Transactions have been duly and validly authorized by all necessary corporate action on its part and no other corporate proceedings on the part of Parent or Merger Sub are necessary to authorize this Agreement or to consummate the Contemplated Transactions (other than, with respect to the Merger, the filing of a certificate of merger required by the DGCL). This Agreement has been duly and validly executed and delivered by Parent and Merger Sub and constitutes the legal, valid and binding obligation of Parent and Merger Sub, enforceable against Parent and Merger Sub in accordance with its terms, subject to the Bankruptcy and Equity Exceptionunder such agreements. (b) Except as set forth in Part 3.2(b) 4.2 of the Parent Disclosure ScheduleSchedules, neither the execution and delivery of this Agreement by Buyer nor the consummation or performance of any of the Contemplated Transactions by Buyer will, directly or indirectly (with or without notice or lapse of time or both): time): (i) contravene, conflict with, with or result in a violation of (A) any provision of the Organizational Documents of Parent or any of its SubsidiariesBuyer, or (B) any resolution adopted by the Board of Directors or the shareholders stockholders of Parent or any of its Subsidiaries; or Buyer; (ii) subject to compliance with the requirements specified in clauses (A) through (D) of Section 3.2(c), contravene, conflict with, or result in a violation of, or give any Governmental Body governmental body or other Person 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, injunction, writ or decree Order to which Parent Buyer or any of its Subsidiariesthe assets owned or used by Buyer 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 or that otherwise relates to the business of, or any of the assets owned or used by Parent 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 contract to which Buyer is a party; or (v) result in the imposition or creation of any Encumbrance upon or with respect to any of its Subsidiariesthe assets owned or used by AMT. Except as set forth in Part 4.2 of the Disclosure Schedules, may be subject, except, in the case of clause (ii), for any such conflicts or violations that would Buyer is not and will not be reasonably likely required to prevent give any notice or delay consummation of obtain any Consent from any Person in connection with the Merger in any material respect, or otherwise would not prevent Parent from performing any of its material obligations under this Agreement in any material respect. (c) The execution and delivery of this Agreement by Parent do not, and or the consummation or performance of this Agreement and the consummation any of the Contemplated Transactions by Parent 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 Securities Act, the Exchange Act, The New York Stock Exchange or the Toronto Stock Exchange, (B) the pre-merger notification requirements of the HSR Act, (C) filing of appropriate merger documents as required by the DGCL and (D) the non-United States competition, antitrust and investment laws set forth in Part 3.2(c) of the Parent Disclosure Schedule and (ii) 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 Parent from performing any of its material obligations under this Agreement in any material respect, and would not reasonably be likely to, individually or in the aggregate, result in a Material Adverse Effect on ParentTransactions.

Authority; No Conflict. (a) Each of Parent and Merger Sub each have has all necessary corporate power and authority to execute and deliver this Agreement and the other agreements referred to in this Agreement, to perform their respective its obligations hereunder and to consummate the Contemplated Transactions. The execution and delivery of this Agreement by each of Parent and Merger Sub and the consummation by each of Parent and Merger Sub of the Contemplated Transactions have been duly and validly authorized by all necessary corporate action on its part and no other corporate proceedings on the part of Parent or Merger Sub are necessary to authorize this Agreement or to consummate the Contemplated Transactions (other than, with respect to the Merger, the filing of a certificate Certificate of merger Merger as required by the DGCLDGCL and the adoption of this Agreement by Parent as sole stockholder of Merger Sub which shall occur promptly after the execution and delivery of this Agreement). This Agreement has been duly and validly executed and delivered by Parent Parent, and Merger Sub assuming the due authorization, execution and delivery of this Agreement by the Company, constitutes the legal, valid and binding obligation of Parent and Merger SubParent, enforceable against Parent and Merger Sub in accordance with its terms, subject to the Bankruptcy and Equity Exception. (b) Except as set forth in Part 3.2(b) for violations and defaults that would not materially and adversely affect Parent’s or Merger Sub’s ability to consummate any of the Parent Disclosure Scheduletransactions contemplated by this Agreement, neither the execution and delivery of this Agreement nor the consummation of any of the Contemplated Transactions will, directly or indirectly (with or without notice or lapse of time or both): ) (i) contravene, conflict with, or result in a violation of (A) any provision of the Organizational Documents of Parent or any of its SubsidiariesMerger Sub, or (B) any resolution adopted by the Board board of Directors directors or the shareholders stockholders of Parent or any of its SubsidiariesMerger Sub; or (ii) subject to compliance with the requirements specified in clauses (A) through (D) of Section 3.2(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 Law or any order, injunction, writ or decree Order to which Parent or Merger Sub, or any of its Subsidiariesthe assets owned or used by Parent or Merger Sub, 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 Parent or Merger Sub, or that otherwise relates to the business of, or any of the assets owned or used by, Parent or Merger Sub; (iv) cause Parent or Merger Sub to become subject to, or to become liable for the payment of, any Tax; (v) cause any of the assets owned by Parent or Merger Sub to be reassessed or revalued by any Taxing Authority or other Governmental Body; (vi) contravene, conflict with, or result in a violation or breach of any provision of, or give any Person the right 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 to which Parent or Merger Sub is party or by which Parent or Merger Sub or any of their respective assets are bound; (vii) require a Consent from any Person; or (viii) result in the imposition or creation of any Encumbrance upon or with respect to any of the assets owned or used by Parent or any of its Subsidiaries, may be subject, except, in the case of clause clauses (ii), (iii), (iv), (v), (vi), (vii) and (viii), for any such conflicts conflicts, violations, breaches, defaults or violations other occurrences that would not be reasonably likely to prevent or delay consummation of the Merger in any material respect, or otherwise would not prevent Parent from performing any of its material obligations under this Agreement in any material respect, and would not reasonably be expected to, individually or in the aggregate, adversely affect Parent and its Subsidiaries, taken as a whole, in any material respect. (c) The execution and delivery of this Agreement by each of Parent and Merger Sub do not, and the performance of this Agreement and the consummation of the Contemplated Transactions by each of Parent and Merger Sub 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 Securities Exchange Act, the Exchange ActSecurities Act and Blue Sky Laws, The New York Stock Exchange or the Toronto Stock Exchange, and (B) the pre-merger notification requirements of the HSR Act, (C) filing of appropriate merger documents as required by the DGCL and (D) the non-United States competition, antitrust and investment laws set forth in Part 3.2(c) of the Parent Disclosure Schedule and (ii) 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 each of Parent or Merger Sub from performing any of their respective its material obligations under this Agreement in any material respect, and would not reasonably be likely to, individually or in the aggregate, result in a Material Adverse Effect on ParentAgreement.

Authority; No Conflict. (a) Parent and Merger Sub each have all necessary corporate Such Commitment Party (i) has the requisite organizational power and authority (A) to enter into, execute and deliver this Agreement and the other agreements referred to in this Agreement, (B) to perform their respective obligations hereunder and to consummate the Contemplated Transactions. The transactions contemplated hereby, and (ii) has taken all necessary organizational action required for (x) the due authorization, execution and delivery of this Agreement by each of Parent and Merger Sub (y) the performance and the consummation by each of Parent and Merger Sub of the Contemplated Transactions have been duly and validly authorized by all necessary corporate action on its part and no other corporate proceedings on the part of Parent or Merger Sub are necessary to authorize this Agreement or to consummate the Contemplated Transactions (other than, with respect to the Merger, the filing of a certificate of merger required by the DGCL)transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Parent and Merger Sub and such Commitment Party. This Agreement constitutes the legal, valid and binding obligation of Parent and Merger Subsuch Commitment Party, enforceable against Parent and Merger Sub such Commitment Party in accordance with its terms, subject to the Bankruptcy and Equity Exception. (b) Except as set forth in Part 3.2(b) of the Parent Disclosure Schedule, neither Neither the execution and delivery by such Commitment Party of this Agreement nor the performance or consummation by such Commitment Party of any of the Contemplated Transactions transactions contemplated hereby will, directly or indirectly (with or without notice or lapse of time or both): ): (i) contravene, conflict with, or result in a violation or breach of (A) any provision of the Organizational Documents of Parent or any of its Subsidiaries, or (B) any resolution adopted by the Board of Directors or the shareholders of Parent or any of its Subsidiariessuch Commitment Party; or or (ii) subject to compliance with the requirements specified in clauses (A) through (D) of Section 3.2(c), contravene, conflict with, or result in a violation of, any pending or give any Governmental Body existing Law 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, injunction, writ or decree Order to which Parent or any of its Subsidiariessuch Commitment Party, or any of the assets properties, assets, rights or interests owned or used by Parent such Commitment Party, are bound or any of its Subsidiaries, may be subject; except where such occurrence, except, in the case of clause (ii), for any such conflicts event or violations that would not be reasonably likely to prevent or delay consummation of the Merger in any material respect, or otherwise would not prevent Parent from performing any of its material obligations under this Agreement in any material respect. (c) The execution and delivery of this Agreement by Parent do not, and the performance of this Agreement and the consummation of the Contemplated Transactions by Parent 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 Securities Act, the Exchange Act, The New York Stock Exchange or the Toronto Stock Exchange, (B) the pre-merger notification requirements of the HSR Act, (C) filing of appropriate merger documents as required by the DGCL and (D) the non-United States competition, antitrust and investment laws set forth in Part 3.2(c) of the Parent Disclosure Schedule and (ii) 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 Parent from performing any of its material obligations under this Agreement in any material respect, and result would not reasonably be likely expected to prohibit, materially delay or materially and adversely impact such Commitment Party’s performance or consummation of its obligations under this Agreement. Except (x) for Consents which have been obtained, notices which have been given and filings which have been made, and (y) where the failure to give any notice, obtain any Consent or make any filing would not reasonably be expected to prevent or materially delay the consummation of any of the transactions contemplated by this Agreement, such Commitment Party is not and will not be required to give any notice to, individually make any filing with or obtain any Consent from, any Person in connection with the aggregate, result in a Material Adverse Effect on Parentexecution and delivery by such Commitment Party of this Agreement or the consummation or performance by such Commitment Party of any of the transactions contemplated hereby.

Authority; No Conflict. (a) Parent and Merger Sub each have all necessary corporate Buyer has full power and authority to execute and deliver enter into this Agreement and the other agreements referred to in this AgreementAncillary Agreements, to perform their respective carry out the obligations hereunder and thereunder and to consummate the Contemplated Transactionstransactions hereby and thereby. The execution execution, delivery and delivery performance of this Agreement Agreement, the Ancillary Agreements and other documents and instruments to be executed and delivered by each of Parent Buyer pursuant hereto and Merger Sub thereto and the consummation by each of Parent and Merger Sub of the Contemplated Transactions transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action on its part and no other corporate proceedings on the part of Parent or Merger Sub are necessary to authorize this Agreement or to consummate the Contemplated Transactions (other than, with respect to the Merger, the filing of a certificate of merger required by the DGCL)Buyer. This Agreement has and the Ancillary Agreements have been duly and validly executed and delivered by Parent Buyer and, when executed and Merger Sub delivered, this Agreement, the Ancillary Agreements and constitutes the other documents and instruments to be executed and delivered by Buyer pursuant hereto and thereto will constitute the legal, valid valid, and binding obligation agreements of Parent and Merger SubBuyer, enforceable against Parent and Merger Sub Buyer in accordance with its their respective terms, subject to the Bankruptcy and Equity Exception. (b) Except The execution, delivery and performance by Buyer of this Agreement and the Ancillary Agreements to which it is a party, and the consummation of the transactions contemplated hereby and thereby, do not and will not: (1) conflict with or result in a violation or breach of, or default under, any provision of the certificate of incorporation, by-laws or other organizational documents of any of Buyer; (2) conflict with or result in a violation or breach of any provision of any Law applicable to Buyer; (3) except as set forth in Part 3.2(b) this Section 4.2(b), of the Parent Disclosure ScheduleSchedules, neither require the execution and delivery of this Agreement nor the consummation of consent, notice or other action by any of the Contemplated Transactions willPerson under, directly conflict with, result in a violation or indirectly (breach of, constitute a default or an event that, with or without notice or lapse of time or both): (i) contravene, conflict withwould constitute a default under, or result in the acceleration of or create in any party the right to accelerate, terminate, modify or cancel any Contract to which Buyer is a violation party or by which Buyer is bound or to which any of their respective properties and assets are subject (Aincluding any Material Contract) any provision of the Organizational Documents of Parent or any permit affecting the properties, assets or business of its Subsidiaries, or (B) any resolution adopted by the Board of Directors or the shareholders of Parent or any of its SubsidiariesBuyer; or (ii4) subject result in the creation or imposition of any Encumbrance on any properties or assets of Buyer. No Consent of a Governmental Body is required by or with respect to compliance Buyer in connection with the requirements specified in clauses (A) through (D) of Section 3.2(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 any order, injunction, writ or decree to which Parent or any of its Subsidiaries, or any of the assets owned or used by Parent or any of its Subsidiaries, may be subject, except, in the case of clause (ii), for any such conflicts or violations that would not be reasonably likely to prevent or delay consummation of the Merger in any material respect, or otherwise would not prevent Parent from performing any of its material obligations under this Agreement in any material respect. (c) The execution and delivery of this Agreement by Parent do not, and the performance of this Agreement and the consummation of the Contemplated Transactions by Parent 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 Securities Act, the Exchange Act, The New York Stock Exchange or the Toronto Stock Exchange, (B) the pre-merger notification requirements of the HSR Act, (C) filing of appropriate merger documents as required by the DGCL and (D) the non-United States competition, antitrust and investment laws set forth in Part 3.2(c) of the Parent Disclosure Schedule and (ii) 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 Parent from performing any of its material obligations under this Agreement in any material respect, and would not reasonably be likely to, individually or in the aggregate, result in a Material Adverse Effect on ParentAncillary Agreements.

Authority; No Conflict. (a) Parent and Merger Sub each The Acquired Companies have delivered or made available to Buyer an execution copy of all actions by the Acquired Companies’ boards of directors or other corporate authority performing similar functions necessary corporate power and authority to execute and deliver approve this Agreement and the other agreements referred to in this Agreement, to perform their respective obligations hereunder and to consummate the Contemplated Transactions. The execution and delivery of this Agreement by each of Parent and Merger Sub and the consummation by each of Parent and Merger Sub of the Contemplated Transactions have been duly and validly authorized by all necessary corporate action on its part and no other corporate proceedings on the part of Parent or Merger Sub are necessary to authorize this Agreement or to consummate the Contemplated Transactions (other than, with respect to the Merger, the filing of a certificate of merger required by the DGCL)transactions contemplated herein. This Agreement and the exhibits and schedules hereto has been duly and validly executed and delivered by Parent and Merger Sub AMG and constitutes the legal, valid and binding obligation obligations of Parent and Merger SubAMG, enforceable against Parent and Merger Sub AMG in accordance with its terms, subject except where such enforceability may be limited to bankruptcy, insolvency, reorganization, moratorium and similar laws relating to or affecting creditors generally and by general equity principles. Subject to the Bankruptcy and Equity Exception. (b) Except as set forth requisite consents referenced in Part 3.2(b) Section 4.4 of the Parent Disclosure ScheduleLetter, neither the execution and delivery of this Agreement nor the consummation or performance of any of the Contemplated Transactions transactions contemplated herein will, directly or indirectly (with or without notice or lapse of time or both): time): (ia) contravene, conflict with, or result in a violation of (Ai) any provision of the Organizational Documents of Parent or any of its Subsidiariesthe Acquired Companies, or (Bii) any resolution adopted by the Board board of Directors directors (other corporate authority performing similar functions) or the shareholders of Parent stockholders (or any of its Subsidiaries; or (ii) subject to compliance with the requirements specified in clauses (A) through (Dother equity owners) of Section 3.2(c), any Acquired Company; (b) contravene, conflict with, or result in a violation of, or give any Governmental Body Authority or other Person the right to challenge any of the Contemplated Transactions transactions contemplated by this Agreement or to exercise any remedy or obtain any relief under, any Legal Requirement Law or any order, injunction, writ or decree Order to which Parent any Acquired Company or any of its Subsidiariesthe assets owned or used by any Acquired Company may be subject; (c) contravene, conflict with, or result in a violation of any of the terms or requirements of, or give any Governmental Authority or Other Person the right to revoke, withdraw, suspend, cancel, terminate, or modify, any License or Permit that is held by any Acquired Company or that otherwise relates to the business of, or any of the assets owned or used by Parent or by, any of its SubsidiariesAcquired Company; (d) contravene, may be subject, except, in the case of clause (ii), for any such conflicts or violations that would not be reasonably likely to prevent or delay consummation of the Merger in any material respectconflict with, or otherwise would not prevent Parent from performing result in a violation or breach of any of its material obligations under this Agreement in any material respect. (c) The execution and delivery of this Agreement by Parent do not, and the performance of this Agreement and the consummation of the Contemplated Transactions by Parent will not, require any Consent provision of, or filing with give any Person the right to declare a default or notification to, exercise any Governmental Body, except (i) for (A) applicable requirements, if any, of the Securities Act, the Exchange Act, The New York Stock Exchange or the Toronto Stock Exchange, (B) the pre-merger notification requirements of the HSR Act, (C) filing of appropriate merger documents as required by the DGCL and (D) the non-United States competition, antitrust and investment laws set forth in Part 3.2(c) of the Parent Disclosure Schedule and (ii) where failure to obtain such Consentsremedy under, or to make such filings accelerate the maturity or notificationsperformance of, would not prevent or delay consummation to cancel, terminate, or modify, any Contract; or (e) result in the imposition or creation of any Encumbrance upon or with respect to any of the Merger in assets owned or used by any material respect, or otherwise prevent Parent from performing any of its material obligations under this Agreement in any material respect, and would not reasonably be likely to, individually or in the aggregate, result in a Material Adverse Effect on ParentAcquired Company.

Authority; No Conflict. (a) Parent This Agreement constitutes the legal, valid, and Merger Sub binding obligation of Buyer, enforceable against Buyer in accordance with its terms subject, as to enforcement, to applicable bankruptcy, insolvency, reorganization, moratorium or similar laws now or hereafter in effect affecting creditors’ rights generally and general principles of equity. Upon the execution and delivery by Buyer of each have Ancillary Agreement (other than the CFD Loan Agreement) to be executed or delivered by Buyer at Closing, each such Ancillary Agreement will constitute the legal, valid and binding obligation of Buyer, enforceable against Buyer in accordance with its respective terms. Buyer has all necessary corporate power and authority to execute and deliver this Agreement and the Ancillary Agreements (other agreements referred than the CFD Loan Agreement) to in this Agreement, be executed and delivered by Buyer at the Closing and to perform their respective its obligations hereunder and to consummate the Contemplated Transactions. The execution and delivery of under this Agreement by each of Parent and Merger Sub such Ancillary Agreements and the consummation by each of Parent transactions contemplated hereby and Merger Sub of the Contemplated Transactions thereby have been duly and validly authorized by all necessary corporate requisite action on its part and no other corporate proceedings on the part of Parent or Merger Sub are necessary to authorize this Agreement or to consummate the Contemplated Transactions (other than, with respect to the Merger, the filing of a certificate of merger required by the DGCL). This Agreement has been duly and validly executed and delivered by Parent and Merger Sub and constitutes the legal, valid and binding obligation of Parent and Merger Sub, enforceable against Parent and Merger Sub in accordance with its terms, subject to the Bankruptcy and Equity ExceptionBuyer. (b) Except as set forth in Part 3.2(b) of the Parent Disclosure Schedule, neither Neither the execution and delivery of this Agreement Agreement, nor any of the Ancillary Agreements, by Buyer nor the consummation or performance of any of the Contemplated Transactions transactions contemplated herein, or therein, by Buyer will, directly or indirectly (with or without notice or lapse of time or both): time): (i) contravene, conflict with, with or result in a violation of (A) any provision of the Buyer’s Organizational Documents of Parent or any of its Subsidiaries, or (B) any resolution adopted by the Board board of Directors directors or the shareholders stockholders of Parent or any of its Subsidiaries; or Buyer; (ii) subject except for the need to compliance with the requirements specified in clauses (A) through (D) of Section 3.2(c), contraveneobtain PRC Approvals, conflict with, or result in a violation of, any Legal Requirement or Order to which Buyer may be subject or give any Governmental Body or other Person the right to challenge any of the Contemplated Transactions transactions contemplated by this Agreement or any of the Ancillary Agreements or to exercise any remedy or remedy, obtain any relief underunder or revoke or otherwise modify any rights held under any such Legal Requirement; or (iii) give any Person the right to prevent, any Legal Requirement or any order, injunction, writ or decree to which Parent or any of its Subsidiariesdelay, or otherwise interfere with any of the assets owned transactions contemplated herein or used in any Ancillary Agreement pursuant to any Contract to which Buyer is a party or by Parent or any of its Subsidiaries, which Buyer may be subject, except, in the case of clause (ii), for any such conflicts or violations that would not be reasonably likely to prevent or delay consummation of the Merger in any material respect, or otherwise would not prevent Parent from performing any of its material obligations under this Agreement in any material respectbound. (c) The Other than the PRC Approvals, 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 by Parent do not, and or any of the Ancillary Agreements or the consummation or performance of this Agreement and the consummation any of the Contemplated Transactions by Parent will not, require any Consent of, transactions contemplated herein or filing with or notification to, any Governmental Body, except (i) for (A) applicable requirements, if any, of the Securities Act, the Exchange Act, The New York Stock Exchange or the Toronto Stock Exchange, (B) the pre-merger notification requirements of the HSR Act, (C) filing of appropriate merger documents as required by the DGCL and (D) the non-United States competition, antitrust and investment laws set forth in Part 3.2(c) of the Parent Disclosure Schedule and (ii) 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 Parent from performing any of its material obligations under this Agreement in any material respect, and would not reasonably be likely to, individually or in the aggregate, result in a Material Adverse Effect on Parenttherein.

Authority; No Conflict. (a) Parent and Merger Sub each have all necessary corporate power and authority to execute and deliver this This Agreement and the other agreements referred to in this AgreementContemplated Transactions have been duly authorized by each of Buyer, to perform their respective obligations hereunder Parent and to consummate ITG Software. This Agreement has been validly executed by each of Buyer, Parent and ITG Software and, assuming the Contemplated Transactions. The due authorization, execution and delivery of this Agreement by each of Parent Seller and Merger Sub and the consummation by each of Parent and Merger Sub of the Contemplated Transactions have been duly and validly authorized by all necessary corporate action on its part and no other corporate proceedings on the part of Parent or Merger Sub are necessary to authorize this Agreement or to consummate the Contemplated Transactions (other thanMSCI, with respect to the Merger, the filing of a certificate of merger required by the DGCL). This Agreement has been duly and validly executed and delivered by Parent and Merger Sub and constitutes the legal, valid valid, and binding obligation of each of Buyer, Parent and Merger SubITG Software, enforceable against Buyer, Parent and Merger Sub ITG Software in accordance with its terms, subject to the Bankruptcy and Equity Exception. (b) Except as set forth in Part 3.2(b) of the Parent Disclosure Schedule, neither Neither the execution and delivery of this Agreement nor the consummation or performance of any of the Contemplated Transactions will, directly or indirectly (with or without notice or lapse of time or both): time): (i) contravene, conflict with, or result in a violation of (A) any provision of the Organizational Documents of Parent Buyer, Parent, ITG Software or any of its SubsidiariesParent’s other subsidiaries, or (B) any resolution adopted by the Board board of Directors directors or the shareholders stockholders of Parent Buyer, Parent, ITG Software or any of its Subsidiaries; or Parent’s other subsidiaries; (ii) subject to compliance with the requirements specified in clauses (A) through (D) of Section 3.2(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 any order, injunction, writ or decree Order to which Buyer, Parent or any of its SubsidiariesITG Software, or any of the assets owned or used by Parent or any of its Subsidiariestheir assets, may be subject; or (iii) contravene or conflict with any Contract to which Buyer, exceptParent, in the case of clause (ii), for any such conflicts ITG Software or violations that would not be reasonably likely to prevent or delay consummation of the Merger in any material respect, or otherwise would not prevent Parent from performing any of its material obligations under this Agreement in Parent’s other subsidiaries is party or by which any material respectof their assets is bound. (c) The Except for (i) a filing under the HSR Act and (ii) filings under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) with respect to a reduction of net capital resulting from the Contemplated Transactions and any related Consent required by the Securities and Exchange Commission (“SEC”) and National Association of Securities Dealers, Inc. (“NASD”), none of Buyer, Parent, ITG Software or any of Parent’s other subsidiaries will be required to give any notice to or obtain any Consent from any Person in connection with the execution and delivery of this Agreement by Parent do not, and or the consummation or performance of this Agreement and the consummation any of the Contemplated Transactions by Parent 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 Securities Act, the Exchange Act, The New York Stock Exchange or the Toronto Stock Exchange, (B) the pre-merger notification requirements of the HSR Act, (C) filing of appropriate merger documents as required by the DGCL and (D) the non-United States competition, antitrust and investment laws set forth in Part 3.2(c) of the Parent Disclosure Schedule and (ii) 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 Parent from performing any of its material obligations under this Agreement in any material respect, and would not reasonably be likely to, individually or in the aggregate, result in a Material Adverse Effect on ParentTransactions.

Authority; No Conflict. (a) Parent and Merger Sub each have Buyer has all necessary corporate power and authority to execute and deliver this Agreement and the other agreements referred to in this Purchase Agreement, to perform their respective its obligations hereunder and to consummate the Contemplated Transactionstransactions contemplated hereby. The execution and delivery of this Purchase Agreement by each of Parent and Merger Sub and the consummation by each of Parent and Merger Sub Buyer of the Contemplated Transactions transactions contemplated hereby have been duly and validly authorized by all necessary corporate action on its part and no other corporate proceedings on the part of Parent or Merger Sub Buyer are necessary to authorize this Purchase Agreement or to consummate the Contemplated Transactions (other than, with respect to the Merger, the filing of a certificate of merger required by the DGCL)transactions contemplated hereby. This Purchase Agreement has been duly and validly executed and delivered by Parent Buyer and, assuming the due execution and Merger Sub and delivery of this Purchase Agreement by the Selling Parties, constitutes the legal, valid and binding obligation of Parent and Merger SubBuyer, enforceable against Parent and Merger Sub the Buyer in accordance with its terms, terms subject to the Bankruptcy effect of (i) applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect relating to rights of creditors generally and Equity Exception(ii) rules of law and equity governing specific performance, injunctive relief and other equitable remedies. (b) Except as set forth in Part 3.2(b) of the Parent Disclosure Schedule, neither Neither the execution and delivery of this Agreement Purchase Agreement, nor the consummation of any of the Contemplated Transactions transactions contemplated hereby do or will, directly or indirectly (with or without notice or lapse of time or both): ); (i) contravene, conflict with, or result in a violation of (A) any provision of the Organizational Documents of Parent or any of its Subsidiaries, or (B) any resolution adopted by the Board of Directors or the shareholders of Parent or any of its SubsidiariesBuyer; or (ii) subject to compliance with the requirements specified in clauses (A) through (D) of Section 3.2(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 any order, injunction, writ or decree Requirements to which Parent or any of its SubsidiariesBuyer, or any of the assets owned or used by Parent Buyer, 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 Buyer, or that otherwise relates to the business of, or any of the assets owned or used by, Buyer; (iv) contravene, conflict with, or result in a violation or breach of any provision of, or constitute a default under, or give any Person the right to accelerate the maturity or performance of, or to cancel, terminate, or modify, any contract to which Buyer is party or by which Buyer or any of its Subsidiaries, may be subject, except, respective assets are bound; (v) require a consent from any Person; or (vi) result in the case imposition or creation of clause (ii), for any such conflicts Lien upon or violations that would not be reasonably likely with respect to prevent or delay consummation any of the Merger in any material respect, assets owned or otherwise would not prevent Parent from performing any of its material obligations under this Agreement in any material respectused by Buyer. (c) The execution and delivery of this Agreement by Parent do not, and the performance of this Agreement and the consummation of the Contemplated Transactions by Parent 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 Securities Act, the Exchange Act, The New York Stock Exchange or the Toronto Stock Exchange, (B) the pre-merger notification requirements of the HSR Act, (C) filing of appropriate merger documents as required by the DGCL and (D) the non-United States competition, antitrust and investment laws set forth in Part 3.2(c) of the Parent Disclosure Schedule and (ii) 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 Parent from performing any of its material obligations under this Agreement in any material respect, and would not reasonably be likely to, individually or in the aggregate, result in a Material Adverse Effect on Parent.

Authority; No Conflict. (a) Parent This Agreement and Merger Sub the other Transaction Documents to which MFSC is a party (the "MFSC Closing Documents") have been duly executed and delivered by MFSC and constitute the legal, valid, and binding obligations of MFSC, enforceable against MFSC in accordance with their respective terms, in each have case except as such enforceability may be limited by (i) bankruptcy, insolvency, moratorium, reorganization and other similar laws affecting creditors' rights generally and (ii) the general principles of equity, regardless of whether asserted in a proceeding in equity or at law. MFSC has all necessary corporate power requisite power, authority and authority capacity to execute and deliver this Agreement and the other agreements referred to in this Agreement, MFSC Closing Documents and to perform their respective its obligations hereunder and to consummate the Contemplated Transactions. The execution and delivery of under this Agreement by each of Parent and Merger Sub and the consummation by each of Parent and Merger Sub of the Contemplated Transactions have been duly and validly authorized by all necessary corporate action on its part and no other corporate proceedings on the part of Parent or Merger Sub are necessary to authorize this Agreement or to consummate the Contemplated Transactions (other than, with respect to the Merger, the filing of a certificate of merger required by the DGCL). This Agreement has been duly and validly executed and delivered by Parent and Merger Sub and constitutes the legal, valid and binding obligation of Parent and Merger Sub, enforceable against Parent and Merger Sub in accordance with its terms, subject to the Bankruptcy and Equity ExceptionMFSC Closing Documents. (b) Except as set forth in Part 3.2(b) of the Parent Disclosure ScheduleSchedule 5.2, neither the execution and delivery of this Agreement and the MFSC Closing Documents nor the consummation or performance of any of the Contemplated Transactions will, directly or indirectly (with or without notice or lapse of time or both): time): (i) contravene, conflict with, with or result in a violation of (A) any provision of the Organizational Documents of Parent MFSC or any of its Subsidiaries, Subsidiaries or (B) any resolution adopted by the Board board of Directors or the shareholders directors of Parent MFSC or any of its Subsidiaries; or ; (ii) subject to compliance with the requirements specified in clauses (A) through (D) of Section 3.2(c), 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, any Legal Requirement or any order, injunction, writ or decree Order to which Parent MFSC or any of its Subsidiaries, or any of the assets owned or used by Parent MFSC or any of its Subsidiaries, may be subject; (iii) contravene, exceptconflict 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 MFSC or any of 39 41 its Subsidiaries or that otherwise relates to the business of, or any of the assets owned or used by, MFSC or any of its Subsidiaries; (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 of MFSC; or (v) result in the imposition or creation of any Encumbrance upon or with respect to any of the assets owned or used by MFSC or any of its Subsidiaries, except in the case of clause each of clauses (ii)) through(v) above, for any such conflicts contraventions, conflicts, violations, Liabilities, reassessments, reevaluations, breaches or violations that creations of Encumbrances which, individually and in the aggregate, would not be reasonably likely to prevent or delay consummation of the Merger have a Material Adverse Effect on MFSC and its Subsidiaries. Except as set forth in any material respectSchedule 5.2, or otherwise would not prevent Parent from performing neither MFSC nor any of its material obligations under this Agreement Subsidiaries is, or will be, required to give any notice to or obtain any Consent from any Person in any material respect. (c) The connection with the execution and delivery of this Agreement by Parent do not, and or the consummation or performance of this Agreement and the consummation any of the Contemplated Transactions by Parent 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 Securities Act, the Exchange Act, The New York Stock Exchange or the Toronto Stock Exchange, (B) the pre-merger notification requirements of the HSR Act, (C) filing of appropriate merger documents as required by the DGCL and (D) the non-United States competition, antitrust and investment laws set forth in Part 3.2(c) of the Parent Disclosure Schedule and (ii) 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 Parent from performing any of its material obligations under this Agreement in any material respect, and would not reasonably be likely to, individually or in the aggregate, result in a Material Adverse Effect on ParentTransactions.

Authority; No Conflict. (a) Each of Parent and Merger Sub each have has all necessary corporate power and authority to execute and deliver this Agreement and the other agreements referred to in this Agreement, to perform their respective obligations hereunder and to consummate the Contemplated Transactionstransactions contemplated hereby and to perform its obligations hereunder. The execution and delivery of this Agreement by each of Parent and Merger Sub and the consummation by each of Parent and Merger Sub of the Contemplated Transactions transactions contemplated hereby (including the Offer and the Merger) have been duly and validly authorized by all necessary corporate action on its part and no other corporate proceedings on the part of either Parent or Merger Sub are necessary to authorize this Agreement or to consummate the Contemplated Transactions transactions contemplated hereby (other than, with respect to in the case of the consummation of the Merger, the filing of a certificate the Articles of merger required by the DGCLMerger). This Agreement has been duly and validly executed and delivered by each of Parent and Merger Sub and, assuming the due execution and delivery of this Agreement by the Company, constitutes the legal, valid and binding obligation of each of Parent and Merger Sub, enforceable against each of Parent and Merger Sub in accordance with its terms, subject to the Bankruptcy effect of (i) applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws now or hereafter in effect relating to rights of creditors generally and Equity Exception(ii) rules of law and equity governing specific performance, injunctive relief and other equitable remedies. (b) Except as set forth in Part 3.2(b) of the Parent Disclosure Schedule, neither Neither the execution and delivery of this Agreement nor the consummation of any of the Contemplated Transactions will, directly or indirectly transactions contemplated hereby (including the Offer and the Merger) in accordance with or without notice or lapse of time or both): the terms hereof will (i) contravene, conflict with, or result in a violation of (A) any provision of the Organizational Documents of Parent or any of its SubsidiariesMerger Sub, or (B) any resolution adopted by the Board of Directors or the shareholders of Parent or any of its Subsidiaries; or (ii) subject assuming that the consents, filings and notifications contemplated by Section 4.2(c) shall have been duly made or obtained, and any waiting periods required thereunder shall have been terminated or expired, in each case prior to compliance with the requirements specified in clauses (A) through (D) of Section 3.2(c)Acceptance Time, contravene, conflict with, or result in a violation of applicable Law or any Order applicable to any material Contract of Parent or Merger Sub, or any of their properties or assets, (iii) contravene, conflict with, or result in a violation or breach (with or without notice or lapse of time or both), of any provision of, or give any Governmental Body or other 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 Contract of Parent or Merger Sub; or (iv) result (with or without notice or lapse of time or both) in the creation of any Encumbrance upon any of the Contemplated Transactions material properties or to exercise any remedy or obtain any relief under, any Legal Requirement or any order, injunction, writ or decree to which assets of Parent or any of its Subsidiaries, or any of the assets owned or used by Parent or any of its Subsidiaries, may be subjectMerger Sub, except, in the case of clause clauses (ii), (iii) and (iv), for any such conflicts conflicts, contraventions, violations, breaches, defaults or violations that other occurrences that, individually or in the aggregate, have not resulted in, and would not reasonably be reasonably likely expected to prevent or delay consummation of the Merger in any material respectresult in, or otherwise would not prevent a Parent from performing any of its material obligations under this Agreement in any material respectMaterial Adverse Effect. (c) The execution and delivery of this Agreement by Parent and Merger Sub do not, and the performance of this Agreement and the consummation of the Contemplated Transactions by Parent transactions contemplated hereby (including the Offer and the Merger) will not, require any Consent consent of, or filing with or notification to, any Governmental Body, except for compliance with (i) for (A) the applicable requirements, if any, requirements of the Securities Act, the Exchange Act, The New York Stock Exchange or the Toronto Stock Exchange, (Bii) the pre-merger notification requirements of the HSR Act, (Ciii) the North Dakota Act, including the filing of appropriate merger documents as required by the DGCL Articles of Merger, and (Div) such other consent, approval, license, permit, authorization, filing or notification requirements or obligations where the non-United States competition, antitrust and investment laws set forth in Part 3.2(c) of the Parent Disclosure Schedule and (ii) where failure to obtain such Consentsconsents, approvals, licenses, permits or authorizations, or to make such filings or notifications, would individually or in the aggregate, have not prevent or delay consummation of the Merger in any material respect, or otherwise prevent Parent from performing any of its material obligations under this Agreement in any material respectresulted in, and would not reasonably be likely toexpected to result in, individually or in the aggregate, result in a Parent Material Adverse Effect on ParentEffect.

Authority; No Conflict. (a) Parent Each of the Sellers has the absolute and Merger Sub each have all necessary corporate unrestricted right, power and authority to execute and deliver this Agreement and the other agreements referred to in this Agreement, to perform their respective its obligations hereunder hereunder. All corporate and other actions and proceedings to consummate be taken by or on the Contemplated Transactions. The part of each of the Sellers to authorize and permit the execution and delivery by each Seller of this Agreement and the instruments required to be executed and delivered by each Seller pursuant hereto, the performance by each Seller of Parent and Merger Sub the obligations hereunder and the consummation by each of Parent and Merger Sub Seller of the Contemplated Transactions transactions contemplated herein, have been duly and validly authorized by all necessary corporate action on its part and no other corporate proceedings on the part of Parent or Merger Sub are necessary to authorize this Agreement or to consummate the Contemplated Transactions (other than, with respect to the Merger, the filing of a certificate of merger required by the DGCL)properly taken. This Agreement has been duly and validly executed and delivered by Parent and Merger Sub each Seller and constitutes the legal, valid and binding obligation of Parent and Merger Subeach Seller, enforceable against Parent and Merger Sub each Seller in accordance with its terms, subject to the Bankruptcy and Equity Exception. (b) Except as set forth in Part 3.2(b) 3.2 of the Parent Disclosure ScheduleLetter, neither the execution and delivery of this Agreement nor the consummation or performance of any of the Contemplated Transactions will, directly or indirectly (with or without notice or lapse of time or bothtime): (i) contravene, conflict with, or result in a violation of (A) any provision of the Organizational Documents of Parent or any of its SubsidiariesSeller, or (B) any resolution adopted by the Board board of Directors directors, partners or the shareholders stockholders of Parent or any of its SubsidiariesSeller; or (ii) subject to compliance with the requirements specified in clauses (A) through (D) of Section 3.2(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 any order, injunction, writ or decree Order to which Parent or any of its SubsidiariesSeller, or any of the assets owned or used by Parent or any of its SubsidiariesSeller, may be subject; (iii) contravene, exceptconflict 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; (iv) result in the case imposition or creation of clause (ii), for any such conflicts Encumbrance upon or violations that would not be reasonably likely with respect to prevent or delay consummation any of the Merger assets owned or used by any Seller; or (v) entitle any employee or other person to severance or other payments by any Seller or create any other obligation to an employee or other person, including any increase in any material respect, or otherwise would not prevent Parent from performing any of its material obligations under this Agreement in any material respectbenefits. (c) The Except as set forth in Part 3.2 of the Disclosure Letter, no Seller will be required to give any notice to, make any filing with, or obtain any Consent from any Person in connection with the execution and delivery of this Agreement by Parent do not, and or the consummation or performance of this Agreement and the consummation any of the Contemplated Transactions by Parent 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 Securities Act, the Exchange Act, The New York Stock Exchange or the Toronto Stock Exchange, (B) the pre-merger notification requirements of the HSR Act, (C) filing of appropriate merger documents as required by the DGCL and (D) the non-United States competition, antitrust and investment laws set forth in Part 3.2(c) of the Parent Disclosure Schedule and (ii) 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 Parent from performing any of its material obligations under this Agreement in any material respect, and would not reasonably be likely to, individually or in the aggregate, result in a Material Adverse Effect on ParentTransactions.

Authority; No Conflict. (a) Parent and Merger Sub each The Acquired Companies have delivered to Buyer an execution copy of all actions by the Acquired Companies’ boards of directors or similar authority necessary corporate power and authority to execute and deliver approve this Agreement and the other agreements referred to in this Agreement, to perform their respective obligations hereunder and to consummate the Contemplated Transactions. The execution and delivery of this Agreement by each of Parent and Merger Sub and the consummation by each of Parent and Merger Sub of the Contemplated Transactions have been duly and validly authorized by all necessary corporate action on its part and no other corporate proceedings on the part of Parent or Merger Sub are necessary to authorize this Agreement or to consummate the Contemplated Transactions (other than, with respect to the Merger, the filing of a certificate of merger required by the DGCL)transactions contemplated herein. This Agreement and the exhibits and schedules hereto has been duly and validly executed and delivered by Parent NTA and Merger Sub BMI and constitutes the legal, valid and binding obligation obligations of Parent NTA and Merger SubBMI, enforceable against Parent NTA and Merger Sub BMI in accordance with its terms, subject except where such enforceability may be limited to bankruptcy, insolvency, reorganization, moratorium and similar laws relating to or affecting creditors generally and by general equity principles. Subject to the Bankruptcy and Equity Exception. (b) Except as set forth requisite consents referenced in Part 3.2(b) Section 4.4 of the Parent Disclosure ScheduleLetter, neither the execution and delivery of this Agreement nor the consummation or performance of any of the Contemplated Transactions transactions contemplated herein will, directly or indirectly (with or without notice or lapse of time or both): time): (ia) contravene, conflict with, or result in a violation of (Ai) any provision of the Organizational Documents of Parent or any of its Subsidiariesthe Acquired Companies, or (Bii) any resolution adopted by the Board board of Directors directors or the shareholders stockholders of Parent or any Acquired Company; Table of its Subsidiaries; or Contents (iib) subject to compliance with the requirements specified in clauses (A) through (D) of Section 3.2(c), contravene, conflict with, or result in a violation of, or give any Governmental Body Authority or other Person the right to challenge any of the Contemplated Transactions transactions contemplated by this Agreement or to exercise any remedy or obtain any relief under, any Legal Requirement Law or any order, injunction, writ or decree Order to which Parent any Acquired Company or any of its Subsidiariesthe assets owned or used by any Acquired Company may be subject; (c) contravene, conflict with, or result in a violation of any of the terms or requirements of, or give any Governmental Authority or Other Person the right to revoke, withdraw, suspend, cancel, terminate, or modify, any License or Permit that is held by any Acquired Company or that otherwise relates to the business of, or any of the assets owned or used by Parent or by, any of its SubsidiariesAcquired Company; (d) contravene, may be subject, except, in the case of clause (ii), for any such conflicts or violations that would not be reasonably likely to prevent or delay consummation of the Merger in any material respectconflict with, or otherwise would not prevent Parent from performing result in a violation or breach of any of its material obligations under this Agreement in any material respect. (c) The execution and delivery of this Agreement by Parent do not, and the performance of this Agreement and the consummation of the Contemplated Transactions by Parent will not, require any Consent provision of, or filing with give any Person the right to declare a default or notification to, exercise any Governmental Body, except (i) for (A) applicable requirements, if any, of the Securities Act, the Exchange Act, The New York Stock Exchange or the Toronto Stock Exchange, (B) the pre-merger notification requirements of the HSR Act, (C) filing of appropriate merger documents as required by the DGCL and (D) the non-United States competition, antitrust and investment laws set forth in Part 3.2(c) of the Parent Disclosure Schedule and (ii) where failure to obtain such Consentsremedy under, or to make such filings accelerate the maturity or notificationsperformance of, would not prevent or delay consummation to cancel, terminate, or modify, any Contract; or (e) result in the imposition or creation of any Encumbrance upon or with respect to any of the Merger in assets owned or used by any material respect, or otherwise prevent Parent from performing any of its material obligations under this Agreement in any material respect, and would not reasonably be likely to, individually or in the aggregate, result in a Material Adverse Effect on ParentAcquired Company.

Authority; No Conflict. Except for the requirement that Parent obtain the Required Parent Stockholder Vote: (a) Parent and Merger Sub each have has all necessary corporate power and authority to execute and deliver this Agreement and the other agreements referred to in this Merger Agreement, and to perform their respective its obligations hereunder and to consummate the Contemplated TransactionsTransactions and the Merger. The execution and delivery of this Agreement by each of Parent and Merger Sub and the consummation by each of Parent and Merger Sub of the Contemplated Transactions and the Merger have been duly and validly authorized by all necessary corporate action on its part and no other corporate proceedings on the part of Parent or Merger Sub are necessary to authorize this Agreement or to consummate the Contemplated Transactions (other than, with respect to and the Merger, the filing of a certificate of merger required by the DGCL). This Agreement has been duly and validly executed and delivered by Parent and, assuming the due execution and Merger Sub and delivery of this Agreement by the Consenting Stockholder, constitutes the legal, valid and binding obligation of Parent and Merger SubParent, enforceable against Parent and Merger Sub in accordance with its terms, terms subject to the Bankruptcy effect of (i) applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect relating to rights of creditors generally and Equity Exception(ii) rules of law and equity governing specific performance, injunctive relief and other equitable remedies. (b) Except as set forth in Part 3.2(b) of the Parent Disclosure Schedule, neither Neither the execution and delivery of this Agreement nor the consummation of any of the Contemplated Transactions or the Merger do or will, directly or indirectly (with or without notice or lapse of time or both): ); (i) contravene, conflict with, or result in a violation of (A) any provision of the Organizational Documents of Parent or any of its SubsidiariesParent, or (B) any resolution adopted by the Board of Directors or the shareholders of Parent or any of its Subsidiaries; or (ii) subject to compliance with the requirements specified in clauses (A) through (D) of Section 3.2(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 any order, injunction, writ or decree to which Parent or any of its Subsidiaries, or any of the assets owned or used by Parent or any of its Subsidiaries, may be subjectRequirement, except, in the case of clause (ii), for any such conflicts conflicts, violations, breaches, defaults or violations other occurrences that would not be reasonably likely to prevent or delay consummation of the Contemplated Transactions or the Merger in any material respect, or would otherwise would not prevent Parent from performing any of its material obligations under this Agreement or the Merger Agreement in any material respect. (c) The execution and delivery of this Agreement by Parent do not, and the performance of this Agreement and the consummation of the Contemplated Transactions by Parent 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 Securities Act, the Exchange Act, The New York Stock Exchange or the Toronto Stock Exchange, (B) the pre-merger notification requirements of the HSR Act, (C) filing of appropriate merger documents as required by the DGCL and (D) the non-United States competition, antitrust and investment laws set forth in Part 3.2(c) of the Parent Disclosure Schedule and (ii) 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 Parent from performing any of its material obligations under this Agreement in any material respect, and would not reasonably be likely to, individually or in the aggregate, result in a Material Adverse Effect on Parent.

Authority; No Conflict. (a) Parent This Agreement has been duly executed and Merger Sub each have all necessary delivered by the Buyer and constitutes the legal, valid, and binding obligation of Buyer, enforceable against Buyer in accordance with its terms, except that (i) such enforcement may be subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws, now or hereafter in effect, affecting creditors' rights generally and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. Buyer has the corporate power power, and authority and capacity to execute and deliver this Agreement and the other agreements referred to in this Agreement, to perform their respective its obligations hereunder and to consummate under the Contemplated Transactions. The Contemplated Transactions have been duly authorized by all necessary action on the part of the Board of Directors and/or the shareholder(s) of the Buyer. (b) Neither the execution and delivery of this Agreement by each of Parent and Merger Sub and the consummation by each of Parent and Merger Sub of the Contemplated Transactions have been duly and validly authorized by all necessary corporate action on its part and no other corporate proceedings on the part of Parent or Merger Sub are necessary to authorize this Agreement or to consummate the Contemplated Transactions (other than, with respect to the Merger, the filing of a certificate of merger required by the DGCL). This Agreement has been duly and validly executed and delivered by Parent and Merger Sub and constitutes the legal, valid and binding obligation of Parent and Merger Sub, enforceable against Parent and Merger Sub in accordance with its terms, subject to the Bankruptcy and Equity Exception. (b) Except as set forth in Part 3.2(b) of the Parent Disclosure Schedule, neither the execution and delivery of this Agreement Buyer nor the consummation or performance of any of the Contemplated Transactions will, by Buyer will directly or indirectly (with or without notice or lapse of time or both): time): (i) contravene, conflict with, or result in a violation of (A) any provision of the Organizational Documents of Parent or any of its Subsidiariesthe Buyer, or (B) any resolution adopted by the Board board of Directors directors or the shareholders stockholder of Parent or any of its Subsidiaries; or the Buyer; (ii) subject to compliance with the requirements specified in clauses (A) through (D) of Section 3.2(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 any order, injunction, writ or decree Order pertaining to which Parent or any of its Subsidiariesthe Buyer, or any of the assets owned or used by Parent the Buyer; or (iii) contravene, conflict with, or result in a violation or breach of any of its Subsidiariesprovision of, may be subjector give any Person the right to declare a default or exercise any remedy under, exceptor to accelerate the maturity or performance of, in or to cancel, terminate, or modify, any Contract to which the case of clause (ii), for any such conflicts or violations that would Buyer is party. Buyer is not and will not be reasonably likely required to prevent or delay consummation of obtain any Consent from any Person in connection with the Merger in any material respect, or otherwise would not prevent Parent from performing any of its material obligations under this Agreement in any material respect. (c) The execution and delivery of this Agreement by Parent do not, and or the consummation or performance of this Agreement and the consummation any of the Contemplated Transactions by Parent 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 Securities Act, the Exchange Act, The New York Stock Exchange or the Toronto Stock Exchange, (B) the pre-merger notification requirements of the HSR Act, (C) filing of appropriate merger documents as required by the DGCL and (D) the non-United States competition, antitrust and investment laws set forth in Part 3.2(c) of the Parent Disclosure Schedule and (ii) 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 Parent from performing any of its material obligations under this Agreement in any material respect, and would not reasonably be likely to, individually or in the aggregate, result in a Material Adverse Effect on ParentTransactions.

Authority; No Conflict. (a) Parent and Merger Sub each have all necessary Seller has full corporate power and authority to execute execute, deliver and deliver perform this Agreement and the other agreements referred transactions contemplated hereby. Subject to in this AgreementSection 14.15, to perform their respective obligations hereunder and to consummate the Contemplated Transactions. The execution and delivery of this Agreement by each of Parent and Merger Sub and the consummation by each of Parent and Merger Sub of the Contemplated Transactions transactions contemplated hereby have been duly and validly authorized by all necessary corporate action on its part and no other corporate proceedings on the part of Parent or Merger Sub are necessary to authorize this Agreement or to consummate the Contemplated Transactions (other thanauthorized, with respect to the Merger, the filing of a certificate of merger required by the DGCL). This Agreement has been duly and validly executed and delivered by Parent Seller and Merger Sub and this Agreement constitutes the legal, valid and binding obligation of Parent and Merger Sub, Seller enforceable against Parent and Merger Sub Seller in accordance with its terms, subject to the Bankruptcy and Equity Exception. (b) Except as set forth in Part 3.2(b) 4.2 of the Parent Disclosure ScheduleLetter, neither the execution and delivery of this Agreement nor the consummation or performance of any of the Contemplated Transactions transactions contemplated hereby will, directly or indirectly (indirectly, with or without notice or lapse of time or both): time: (i) contravene, conflict with, with or result in a violation of (A) any provision of the Organizational Documents Articles of Parent Incorporation or any Bylaws of its Subsidiaries, or (B) any resolution adopted by the Board of Directors or the shareholders of Parent or any of its Subsidiaries; or Seller; (ii) subject to compliance with the requirements specified in clauses (A) through (D) of Section 3.2(c), contravene, conflict with, with or result in a violation of, of or give any Governmental Body or other Person the right to challenge any of the Contemplated Transactions transactions contemplated hereby or to exercise any remedy or obtain any relief under, any Legal Requirement or any order, injunction, writ or decree Order to which Parent or any of its Subsidiaries, Seller or any of the assets owned or used by Parent or any of its Subsidiaries, Assets may be subject; (iii) contravene, exceptconflict with, or result in a violation or breach of any provision of, or give any Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate or modify, any Contract, Assigned Real Estate Lease or Assigned Personal Property Lease (other than consents of landlords of leases); (iv) cause Buyer to become subject to, or to become liable for the payment of, any Tax (other than ad valorem taxes on the Assets accruing after the Closing Date); or (v) result in the case imposition or creation of clause (ii)any Encumbrance upon or with respect to any of the Assets, for any such conflicts or violations that would except Encumbrances created by Buyer. Except as set forth in Part 4.2 of the Disclosure Letter, Seller is not and will not be reasonably likely required to prevent give any notice to or delay consummation of obtain any Consent from any Person in connection with the Merger in any material respect, or otherwise would not prevent Parent from performing any of its material obligations under this Agreement in any material respect. (c) The execution and delivery of this Agreement by Parent do not, and or the consummation or performance of this Agreement and the consummation any of the Contemplated Transactions by Parent will not, require any Consent of, or filing with or notification to, any Governmental Body, except transactions contemplated hereby (i) for (A) applicable requirements, if any, other than consents of the Securities Act, the Exchange Act, The New York Stock Exchange or the Toronto Stock Exchange, (B) the pre-merger notification requirements landlords of the HSR Act, (C) filing of appropriate merger documents as required by the DGCL and (D) the non-United States competition, antitrust and investment laws set forth in Part 3.2(c) of the Parent Disclosure Schedule and (ii) 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 Parent from performing any of its material obligations under this Agreement in any material respect, and would not reasonably be likely to, individually or in the aggregate, result in a Material Adverse Effect on Parentleases).

Authority; No Conflict. (a) Parent Each of Parent, Holdco LLC and Merger Sub each have has all necessary corporate power and authority to execute and deliver this Agreement and the other agreements referred to in this Agreement, to perform their respective its obligations hereunder and to consummate the Contemplated Transactionshereunder. The execution execution, delivery and delivery performance of this Agreement by each of Parent the Parent, Holdco LLC and Merger Sub and the consummation by each of Parent Parent, Holdco LLC and Merger Sub of the Contemplated Transactions have been duly and validly authorized by all necessary corporate action on its part and no other corporate proceedings on the part of Parent or the Parent, Holdco LLC and Merger Sub are necessary to authorize this Agreement or to consummate the Contemplated Transactions (other than, with respect to the Merger, the filing of a certificate of merger required by the DGCL)Transactions. This Agreement has been duly and validly executed and delivered by Parent each of Parent, Holdco LLC and Merger Sub Sub, and assuming the due and valid execution of this Agreement by the Company, constitutes the legal, valid valid, and binding obligation of Parent Parent, Holdco LLC and Merger Sub, enforceable against Parent Parent, Holdco LLC and Merger Sub in accordance with its terms, subject to except as such enforcement may be limited by the Bankruptcy and Equity Exception. (b) Except as set forth in Part 3.2(b) of the Parent Disclosure Schedule, neither Neither the execution and delivery of this Agreement nor the consummation of any of the Contemplated Transactions will, directly does or indirectly will (with or without notice or lapse of time or both): ) (i) contravene, conflict with, or result in a violation of (A) any provision of the Organizational Documents of Parent Parent, Holdco LLC or any of its SubsidiariesMerger Sub, or (B) any resolution adopted by the Board of Directors or the shareholders of Parent or any of its Subsidiariesas applicable; or (ii) subject to assuming compliance with the requirements specified matters referred to in clauses (A) through (D) of Section 3.2(c4.2(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 any order, injunction, writ or decree Order to which Parent Parent, Holdco LLC or Merger Sub, or any of its Subsidiariesthe assets owned or used by Parent, Holdco LLC or Merger Sub, is subject; or (iii) result in the imposition or creation of any Encumbrance (other than a Permitted Lien) upon or with respect to any of the assets owned or used by Parent or any of its Subsidiaries, may be subject, except, in the case of clause clauses (ii) and (iii), for any such conflicts conflicts, violations, breaches, defaults, or violations other occurrences that would not reasonably be reasonably likely expected to prevent have, individually or delay consummation of in the Merger in any material respectaggregate, or otherwise would not prevent a Parent from performing any of its material obligations under this Agreement in any material respectMaterial Adverse Effect. (c) The execution and delivery of this Agreement by Parent do Parent, Holdco LLC and Merger Sub does not, and the performance of this Agreement and the consummation of the Contemplated Transactions by Parent Parent, Holdco LLC and Merger Sub will not, require any Consent of, or filing with with, or notification to, any Governmental Body, except (i) for (A) applicable requirements, if any, of the Exchange Act, the Securities Act, the Exchange Act, The New York Stock Exchange or the Toronto Stock Exchangeand Blue Sky Laws, (B) the pre-merger notification requirements filing of the HSR ActCertificate of Merger and the Subsequent Certificate of Merger with the Secretary of State of Delaware, and (C) filing of appropriate merger documents as required by filings with the DGCL and (D) the non-United States competition, antitrust and investment laws set forth in Part 3.2(c) of the Parent Disclosure Schedule NYSE and (ii) where failure to obtain such Consents, or to make such filings or notifications, would not prevent individually or delay consummation of in the Merger in any material respectaggregate, or otherwise prevent Parent from performing any of its material obligations under this Agreement in any material respect, and would not reasonably be likely toexpected to have, individually or in the aggregate, result in a Parent Material Adverse Effect on ParentEffect.

Authority; No Conflict. (a) Parent and Merger Sub each have has all necessary corporate limited liability company power and authority to execute and deliver this Agreement and the other agreements referred to in this Agreement, to perform their respective its obligations hereunder and thereunder and to consummate the Contemplated Transactions. The execution and delivery of this Agreement by each of Parent and Merger Sub and the consummation by each of Parent and Merger Sub of the Contemplated Transactions have been duly and validly authorized by all necessary corporate limited liability company and member action on its part and no other corporate limited liability company or member proceedings on the part of Parent or Merger Sub its members are necessary to authorize this Agreement or to consummate the Contemplated Transactions (other than, with respect to the Merger, the filing of a certificate of appropriate merger documents as required by the DGCL). This Agreement has been duly and validly executed and delivered by Parent and Merger Sub and constitutes the legal, valid and binding obligation of Parent and Merger SubParent, enforceable against Parent and Merger Sub in accordance with its terms, subject to the Bankruptcy and Equity Exception. (b) Except as set forth in Part 3.2(b) of the Parent Disclosure Schedule, neither Neither the execution and delivery of this Agreement nor the consummation of any of the Contemplated Transactions do or will, directly or indirectly (with or without notice or lapse of time or both): ), (i) contravene, conflict with, or result in a violation of (A) any provision of the Organizational Documents of Parent or any of its Subsidiaries, or (B) any resolution adopted by the Board of Directors manager or the shareholders members of Parent or any of its Subsidiaries; or (ii) subject to compliance with the requirements specified in clauses (A) through (D) of Section 3.2(c), 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, any Legal Requirement or any order, injunctionwrit, writ injunction or decree to which Parent or any of its Subsidiaries, or any of the assets owned or used by Parent or any of its Subsidiaries, 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 the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is held by Parent or any of its Subsidiaries, or that otherwise relates to the business of, or any of the assets owned or used by, Parent or any of its Subsidiaries; (iv) cause Parent or any of its Subsidiaries to become subject to, or to become liable for the payment of, any Tax; (v) cause any of the assets owned by Parent or any of its Subsidiaries to be reassessed or revalued by any Taxing Authority or other Governmental Body; (vi) contravene, conflict with or result in a violation or breach of any provision of, or give any Person the right 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 to which Parent or any of its Subsidiaries is party or by which Parent or any of its Subsidiaries or any of their respective assets are bound; (vii) require a Consent from any Person; or (viii) result in the imposition or creation of any Encumbrance upon or with respect to any of the assets owned or used by Parent or any of its Subsidiaries, except, in the case of clause clauses (ii), (iii), (iv), (v), (vi), (vii) and (viii), for any such conflicts contraventions, conflicts, violations, breaches, defaults or violations other occurrences that would not be reasonably likely to prevent or materially delay consummation of the Merger in any material respect, or otherwise would not prevent Parent from performing any of its material obligations under this Agreement in any material respect. (c) The execution and delivery of this Agreement by Parent do not, and the performance of this Agreement and the consummation of the Contemplated Transactions by Parent 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 Securities Act, the Exchange Act, The New York Stock Exchange or the Toronto Stock Exchange, (B) the pre-merger notification requirements of the HSR Act, (C) filing of appropriate merger documents as required by the DGCL and (D) the non-United States competition, antitrust and investment laws set forth in Part 3.2(c) of the Parent Disclosure Schedule and (ii) 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 Parent from performing any of its material obligations under this Agreement in any material respectAgreement, and would could not reasonably be likely expected to, individually or in the aggregate, result adversely affect Parent and its Subsidiaries, taken as a whole, in a Material Adverse Effect on Parentany material respect.

Authority; No Conflict. i. This Agreement constitutes and, when executed at the Closing, each of the Technical Services Agreement and the License Agreement will constitute, the legal, valid, and binding obligation of Seller's Parent, or an Affiliate of Seller's Parent, as the case may be, enforceable against Seller's Parent, or an Affiliate of Seller's Parent, as the case may be, in accordance with its terms, subject to bankruptcy, reorganization, insolvency and other similar laws affecting the enforcement of creditors' rights in general and to general principles of equity (a) Parent and Merger Sub each have all necessary regardless of whether considered in a proceeding in equity or an action at law). Seller's Parent, or an Affiliate of Seller's Parent, as the case may be, has full corporate power and authority to execute and deliver this Agreement and the such other agreements referred and to in perform its obligations under this Agreement and such other agreements. The execution, delivery and performance of this Agreement, to perform their respective obligations hereunder and to consummate the Contemplated Transactions. The execution and delivery of this Agreement by each of Parent and Merger Sub such other agreements and the consummation by each of Parent and Merger Sub of the Contemplated Transactions have been duly and validly authorized by all necessary corporate action on its part and no other corporate proceedings on the part of Parent or Merger Sub are necessary to authorize this Agreement or to consummate the Contemplated Transactions (other than, with respect to the Merger, the filing of a certificate of merger required by the DGCL). This Agreement has been duly and validly executed and delivered by Parent and Merger Sub and constitutes the legal, valid and binding obligation of Parent and Merger Sub, enforceable against Parent and Merger Sub in accordance with its terms, subject to the Bankruptcy and Equity ExceptionSeller's Parent. (b) Except as set forth in Part 3.2(b) of the Parent Disclosure Schedule, neither ii. Neither the execution and delivery of this Agreement nor the consummation or performance of any of the Contemplated Transactions willwill give any Person the right to prevent, directly delay or indirectly otherwise interfere with any of the Contemplated Transactions pursuant to: (with or without notice or lapse of time or both): (i) contravene, conflict with, or result in a violation of (A1) any provision of the Organizational Documents of Parent or any of its Subsidiaries, or Seller's Parent; (B2) any resolution adopted by the Board of Directors or the shareholders of Parent or any of its Subsidiaries; or (ii) subject to compliance with the requirements specified in clauses (A) through (D) of Section 3.2(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 any order, injunction, writ or decree Order to which Parent Seller's Parent, or any of its Subsidiariesthe assets owned by Seller's Parent, is subject; or (3) result in the imposition or creation of any Encumbrance upon or with respect to any of the assets owned or used by Parent or any of its Subsidiaries, may be subject, except, in the case of clause (ii), for any such conflicts or violations that would not be reasonably likely to prevent or delay consummation of the Merger in any material respect, or otherwise would not prevent Parent from performing any of its material obligations under this Agreement in any material respectSeller's Parent. (c) The execution and delivery of this Agreement by iii. Except as set forth in Seller's Disclosure Schedule, Seller's Parent do not, and is not required to give any notice to or obtain any Consent from any Person in connection with the consummation or performance of this Agreement and the consummation any of the Contemplated Transactions by Parent 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 Securities Act, the Exchange Act, The New York Stock Exchange or the Toronto Stock Exchange, (B) the pre-merger notification requirements of the HSR Act, (C) filing of appropriate merger documents as required by the DGCL and (D) the non-United States competition, antitrust and investment laws set forth in Part 3.2(c) of the Parent Disclosure Schedule and (ii) 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 Parent from performing any of its material obligations under this Agreement in any material respect, and would not reasonably be likely to, individually or in the aggregate, result in a Material Adverse Effect on ParentTransactions.

Authority; No Conflict. (a) Parent This Agreement constitutes the legal, valid, and Merger Sub each have all necessary corporate power binding obligation of Buyer, enforceable against Buyer in accordance with its terms. Upon the execution and delivery by Buyer of the Purchase Price (the "Buyer's Closing Documents"), the Buyer's Closing Documents will constitute the legal, valid, and binding obligations of Buyer, enforceable against Buyer in accordance with their respective terms. Buyer has the absolute and unrestricted right, power, and authority to execute and deliver this Agreement and the other agreements referred to in this Agreement, Buyer's Closing Documents and to perform their respective its obligations hereunder and to consummate the Contemplated Transactions. The execution and delivery of under this Agreement by each of Parent and Merger Sub and the consummation by each of Parent and Merger Sub of the Contemplated Transactions have been duly and validly authorized by all necessary corporate action on its part and no other corporate proceedings on the part of Parent or Merger Sub are necessary to authorize this Agreement or to consummate the Contemplated Transactions (other than, with respect to the Merger, the filing of a certificate of merger required by the DGCL). This Agreement has been duly and validly executed and delivered by Parent and Merger Sub and constitutes the legal, valid and binding obligation of Parent and Merger Sub, enforceable against Parent and Merger Sub in accordance with its terms, subject to the Bankruptcy and Equity ExceptionBuyer's Closing Documents. (b) Except as set forth in Part 3.2(b) of the Parent Disclosure ScheduleSchedule 4.2, neither the execution and delivery of this Agreement by Buyer nor the consummation or performance of any of the Contemplated Transactions willby Buyer will give any Person the right to prevent, directly delay, or indirectly (otherwise interfere with or without notice or lapse any of time or both): the Contemplated Transactions pursuant to: (i) contravene, conflict with, or result in a violation of (A) any provision of the Organizational Documents of Parent or any of its Subsidiariesthe Buyer, or (B) any resolution adopted by the Board board of Directors or directors of the shareholders stockholders of Parent or any of its Subsidiaries; or Buyer; (ii) subject to compliance with the requirements specified in clauses (A) through (D) of Section 3.2(c), contravene, conflict with, or result in a violation of, or give any Governmental Body 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 of any order, injunction, writ or decree Order to which Parent Buyer or any of its SubsidiariesSeller, or any of the assets owned or used by Parent or any of its SubsidiariesBuyer, may be subject; (iii) contravene, exceptconflict with, or result in the case a violation of clause (ii), for any such conflicts or violations that would not be reasonably likely to prevent or delay consummation of the Merger in any material respect, terms or otherwise would not prevent Parent from performing any of its material obligations under this Agreement in any material respect. (c) The execution and delivery of this Agreement by Parent do not, and the performance of this Agreement and the consummation of the Contemplated Transactions by Parent will not, require any Consent requirements of, or filing with give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate, or notification tomodify, any Governmental BodyAuthorization that is held by Buyer or that otherwise relates to the business of, except (i) for (A) applicable requirements, if any, or any of the Securities Act, the Exchange Act, The New York Stock Exchange assets owned or the Toronto Stock Exchange, used by Buyer; (Biv) the pre-merger notification requirements of the HSR Act, (C) filing of appropriate merger documents as required by the DGCL and (D) the non-United States competition, antitrust and investment laws set forth in Part 3.2(c) of the Parent Disclosure Schedule and (ii) where failure cause Buyer or any Acquired Company to obtain such Consentsbecome subject to, or to make such filings or notificationsbecome liable for the payment of, would not prevent or delay consummation any Tax; (v) cause any of the Merger in assets owned by any material respectBuyer to be reassessed or revalued by any taxing authority or other Governmental Body; (vi) contravene, conflict with, or otherwise prevent Parent from performing any of its material obligations under this Agreement in any material respect, and would not reasonably be likely to, individually or in the aggregate, result in a Material Adverse Effect on Parentviolation 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 of Buyer; or (vii) result in the imposition or creation of any Encumbrance upon or with respect to any of the assets owned or used by Buyer.

Authority; No Conflict. (a) Parent This Agreement constitutes the legal, valid, and Merger Sub each have binding obligation of Buyer, enforceable against Buyer in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other laws affecting creditors' rights generally and by general principles of equity. Upon the execution and delivery by Buyer of the M.B. Johnxxxx Xxxloyment Agreement, the M.B. Johnxxxx Xxxloyment Agreement will constitute the legal, valid, and binding obligations of Buyer, enforceable against Buyer in accordance with their respective terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other laws affecting creditors' rights generally and by general principles of equity. Buyer has all necessary corporate power right, power, and authority to execute and deliver this Agreement and the other agreements referred to in this Agreement, M.B. Johnxxxx Xxxloyment Agreement and to perform their respective its obligations hereunder and to consummate the Contemplated Transactions. The execution and delivery of under this Agreement by each of Parent and Merger Sub and the consummation by each of Parent and Merger Sub of the Contemplated Transactions have been duly and validly authorized by all necessary corporate action on its part and no other corporate proceedings on the part of Parent or Merger Sub are necessary to authorize this Agreement or to consummate the Contemplated Transactions (other than, with respect to the Merger, the filing of a certificate of merger required by the DGCL). This Agreement has been duly and validly executed and delivered by Parent and Merger Sub and constitutes the legal, valid and binding obligation of Parent and Merger Sub, enforceable against Parent and Merger Sub in accordance with its terms, subject to the Bankruptcy and Equity ExceptionM.B. Johnxxxx Xxxloyment Agreement. (b) Except as set forth in Part 3.2(b) 5.2 of the Parent Buyer's Disclosure ScheduleLetter, neither the execution and delivery of this Agreement nor the consummation or performance of any of the Contemplated Transactions will, directly or indirectly (with or without notice or lapse of time or both): time) (i) contravene, conflict with, or result in a violation of (A) any provision of the Organizational Documents of Parent or any of its Subsidiaries, or (B) any resolution adopted by the Board of Directors or the shareholders of Parent or any of its SubsidiariesBuyer; or (ii) subject to compliance with the requirements specified in clauses (A) through (D) of Section 3.2(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 any order, injunction, writ or decree Order to which Parent or any of its SubsidiariesBuyer, or any of the assets owned or used by Parent or any of its SubsidiariesBuyer, may be subject; (iii) conflict with, exceptor result in a violation of any of the terms or requirements of, or give any Governmental Body the right to revoke, suspend, terminate, or modify, any Insurance Permit or other Governmental Authorization that is held by Buyer or that otherwise relates to the business of, or any of the assets owned or used by, Buyer; (iv) conflict with, or result in a violation or breach of any provision of, or give any Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate, or modify, any Applicable Contract; or (v) result in the case imposition or creation of clause (ii)any Encumbrance upon or with respect to any of the assets owned or used by Buyer. Except as set forth in Part 5.2 of the Buyer's Disclosure Letter, for any such conflicts or violations that would Buyer is not and will not be reasonably likely required to prevent give any notice to or delay consummation of obtain any Consent from any Person in connection with the Merger in any material respect, or otherwise would not prevent Parent from performing any of its material obligations under this Agreement in any material respect. (c) The execution and delivery of this Agreement by Parent do not, and or the consummation or performance of this Agreement and the consummation any of the Contemplated Transactions by Parent 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 Securities Act, the Exchange Act, The New York Stock Exchange or the Toronto Stock Exchange, (B) the pre-merger notification requirements of the HSR Act, (C) filing of appropriate merger documents as required by the DGCL and (D) the non-United States competition, antitrust and investment laws set forth in Part 3.2(c) of the Parent Disclosure Schedule and (ii) 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 Parent from performing any of its material obligations under this Agreement in any material respect, and would not reasonably be likely to, individually or in the aggregate, result in a Material Adverse Effect on ParentTransactions.

Authority; No Conflict. (a) Each of Parent and Merger Sub each have has all necessary corporate power and authority to execute and deliver this Agreement and the other agreements referred to in this Agreement, to perform their respective its obligations hereunder hereunder, and to consummate the Contemplated Transactions. The execution and delivery of this Agreement by each of Parent and Merger Sub and the consummation by each of Parent and Merger Sub of the Contemplated Transactions have been duly and validly authorized by all necessary corporate action on its part and no other corporate proceedings on the part of Parent or Merger Sub are necessary to authorize this Agreement or to consummate the Contemplated Transactions (other than, with respect to the Merger, the filing of a certificate of merger required by the DGCL)Transactions. This Agreement has been duly and validly executed and delivered by Parent and Merger Sub and constitutes the legal, valid valid, and binding obligation of Parent and Merger Sub, enforceable against Parent and Merger Sub in accordance with its terms, subject to the Bankruptcy and Equity Exception. (b) Except as set forth in Part 3.2(b) of the Parent Disclosure Schedule, neither Neither the execution and delivery of this Agreement nor the consummation of any of the Contemplated Transactions do or will, directly or indirectly (with or without notice or lapse of time or both): ): (i) contravene, conflict with, or result in a violation of (A) any provision of the Organizational Documents of Parent or any of its SubsidiariesMerger Sub, or (B) any resolution adopted by the Board board of Directors directors or the shareholders stockholders of Parent or any of its SubsidiariesMerger Sub; or and (ii) subject to compliance with the requirements specified in clauses (A) through (D) of Section 3.2(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 any order, injunction, writ or decree Order to which Parent or any of its SubsidiariesMerger Sub, or any of the assets owned or used by Parent or any of its SubsidiariesMerger Sub, is or may be subject, except, in the case of clause (ii), for any such conflicts or violations that would not be reasonably likely to prevent or delay consummation of the Merger in any material respect, or otherwise would not prevent Parent from performing any of its material obligations under this Agreement in any material respect. (c) The execution and delivery of this Agreement by Parent and Merger Sub do not, and the performance of this Agreement and the consummation of the Contemplated Transactions by Parent and Merger Sub will not, require any Consent of, or filing with with, or notification to, any Governmental BodyPerson, except (i) for (A) applicable requirements, if any, of the Securities Exchange Act, the Exchange Act, The New York Stock Exchange Securities Act and state securities or the Toronto Stock ExchangeBlue Sky Laws, (B) the pre-merger notification requirements of the HSR Act, (C) filing of appropriate a certificate of merger documents as required by the DGCL DGCL, and (D) the non-United States competition, antitrust and investment laws set forth in Part 3.2(c) of the Parent Disclosure Schedule and (iiC) 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 Parent from performing any of its material obligations under this Agreement in any material respect, and would not reasonably be likely to, individually or in the aggregate, result in have not had and could not reasonably be expected to have a Parent Material Adverse Effect on ParentEffect. (d) Neither Parent nor Merger Sub is, nor at any time during the last three years has been, an “interested stockholder” of the Company as defined in Section 203 of the DGCL, other than as contemplated by this Agreement.

Authority; No Conflict. (a) Parent Buyer has the right, full power, authority and Merger Sub each have all necessary corporate power capacity to execute, deliver and authority to execute and deliver consummate this Agreement and the other agreements referred to in this Agreement, Ancillary Agreements; to perform their respective its obligations hereunder and thereunder, and to consummate carry out the Contemplated Transactionstransactions contemplated hereby and thereby. The execution All necessary action, corporate or otherwise, has been taken by Buyer to authorize the execution, delivery and delivery performance of this Agreement by and each of Parent and Merger Sub the Ancillary Agreements and the consummation by each of Parent transactions contemplated hereby and Merger Sub of the Contemplated Transactions have been duly and validly authorized by all necessary corporate action on its part and no other corporate proceedings on the part of Parent or Merger Sub are necessary to authorize this Agreement or to consummate the Contemplated Transactions (other than, with respect to the Merger, the filing of a certificate of merger required by the DGCL)thereby. This Agreement has been been, and each Ancillary Agreement will be at the Closing, duly and validly executed and delivered by Parent Buyer and Merger Sub this Agreement and constitutes each Ancillary Agreement is, or upon the Closing will be, the legal, valid and binding obligation of Parent and Merger SubBuyer, enforceable against Parent and Merger Sub Buyer in accordance with its their terms, subject to the Bankruptcy and Equity Exception. (b) Except as set forth in Part 3.2(b) of Neither the Parent Disclosure Scheduleexecution, neither the execution and delivery or performance of this Agreement or any Ancillary Agreement nor the consummation of any performance of the Contemplated Transactions transactions contemplated hereby or thereby, including issuance of the Purchase Shares pursuant to this Agreement, will, directly or indirectly (with or without notice or lapse of time or both): ): (i) contravene, conflict with, or result in a violation or breach of (A) any provision of the Organizational Documents certificate of Parent or any incorporation of its Subsidiariesbylaws of Buyer, or (B) any resolution adopted by the Board of Directors or the shareholders of Parent legal requirement or any of its Subsidiaries; Order, award, decision, settlement or (ii) subject to compliance with the requirements specified in clauses (A) through (D) of Section 3.2(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 any order, injunction, writ or decree process to which Parent or any of its Subsidiaries, Buyer or any of the assets or properties owned or used by Parent or any of its Subsidiaries, it may be subject, exceptor (C) any Governmental Permit held by Buyer, excluding from clauses (B) and (C) any contravention, conflict, violation or breach that would not, either individually or in the case of clause aggregate materially, adversely affect the Sellers or materially impair or preclude the Sellers' ability to execute, deliver and perform this Agreement, any Ancillary Agreements and the transactions contemplated hereby and thereby; (ii)) result in a breach of or constitute a default, for give rise to a right of termination, cancellation or acceleration, create any such conflicts entitlement to any payment or violations that would not be reasonably likely to prevent or delay consummation of the Merger in any material respectbenefit, or otherwise would not prevent Parent from performing require the consent, authorization or approval of or any of its material obligations under this Agreement in any material respect. (c) The execution and delivery of this Agreement by Parent do not, and the performance of this Agreement and the consummation of the Contemplated Transactions by Parent will not, require any Consent of, notice to or filing with any third Person under any Contract or notification toany debt instrument to which Buyer is a party or to which its assets or properties are bound, or require the consent, authorization or approval of or any notice to or filing with any Governmental BodyAuthority to which Buyer or its assets or properties is subject except for any breaches, except (i) for (A) applicable requirementsdefaults, if anyrights of termination, of the Securities Actcancellation or acceleration, the Exchange Actentitlements, The New York Stock Exchange consents, approvals, notices or the Toronto Stock Exchangefilings that would not, (B) the pre-merger notification requirements of the HSR Act, (C) filing of appropriate merger documents as required by the DGCL and (D) the non-United States competition, antitrust and investment laws set forth in Part 3.2(c) of the Parent Disclosure Schedule and (ii) 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 Parent from performing any of its material obligations under this Agreement in any material respect, and would not reasonably be likely to, either individually or in the aggregate, or materially impair or preclude the Buyer's ability to execute, deliver and perform this Agreement, any Ancillary Agreements and the transactions contemplated hereby and thereby; or (iii) result in a Material Adverse Effect on Parentthe imposition or creation of any Encumbrance upon or with respect to the e-Diagnostics Infrastructure or Purchased Assets other than the Permitted Encumbrances as set forth in Section 4.2(b)(iii) of the Disclosure Schedule.

Authority; No Conflict. (a) Parent This Agreement and Merger Sub TWC Shareholders' Closing Documents constitute or will constitute when, as and if executed at Closing the legal, valid, and binding obligation of TWC Shareholders and TWC to the extent each of them is a party thereto, enforceable against each such party in accordance with their respective terms. Subject to standard exceptions, TWC Shareholders and TWC, as the case may be, have all necessary corporate power the absolute and authority unrestricted right, power, authority, and capacity to execute and deliver this Agreement and the other agreements referred to in this Agreement, TWC Shareholders' Closing Documents and to perform their respective obligations hereunder and to consummate the Contemplated Transactions. The execution and delivery of under this Agreement by and TWC Shareholders' Closing Documents to the extent each of Parent and Merger Sub and the consummation by each of Parent and Merger Sub of the Contemplated Transactions have been duly and validly authorized by all necessary corporate action on its part and no other corporate proceedings on the part of Parent or Merger Sub are necessary to authorize this Agreement or to consummate the Contemplated Transactions (other than, with respect to the Merger, the filing of them is a certificate of merger required by the DGCL). This Agreement has been duly and validly executed and delivered by Parent and Merger Sub and constitutes the legal, valid and binding obligation of Parent and Merger Sub, enforceable against Parent and Merger Sub in accordance with its terms, subject to the Bankruptcy and Equity Exceptionparty thereto. (b) Except as set forth in Part 3.2(b) of the Parent Disclosure ScheduleSchedule 2.2, neither the execution and delivery of this Agreement or TWC Shareholders' Closing Documents nor the consummation or performance of any of the Contemplated Transactions will, directly or indirectly (with indirectly, except as would not individually or without notice or lapse of time or both): in the aggregate have a TWC Material Adverse Effect: (i) contravene, conflict with, or result in (with or without notice or lapse of time) a violation or breach of (A) any provision of the Organizational Documents of Parent or any of its Subsidiaries, or TWC; (B) any resolution adopted by the TWC's Board of Directors or TWC Shareholders, as the sole shareholders of Parent TWC; (C) any Legal Requirement or any Order to which TWC or TWC Shareholders, or any of its Subsidiaries; the assets owned or (ii) subject to compliance with the requirements specified in clauses (A) through (D) of Section 3.2(c)used by TWC, contravene, conflict with, or result in a violation ofmay be subject, or give any Governmental Body or other Person the right (with or without notice or lapse of time) to challenge any of the Contemplated Transactions or to exercise any remedy or obtain any relief under, under any such Legal Requirement or any order, injunction, writ or decree to which Parent or Order; (D) any of its Subsidiariesthe terms or requirements of, or give any Governmental Body the right (with or without notice or lapse of time) to revoke, withdraw, suspend, cancel, terminate, or modify, any Governmental Authorization that is held by TWC or that otherwise relates to the business of, or any of the assets owned or used by Parent by, TWC; or (E) any provision of, or give any Person the right (with or without notice or lapse of time) to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate, or modify, any Contract; (ii) cause Anicom or Merger Sub to become subject to, or to become liable for the payment of, any Tax or cause any of its Subsidiariesthe assets owned by TWC to be reassessed or revalued by any taxing authority or other Governmental Body; or (iii) result in (with or without notice or lapse of time) the imposition or creation of any Encumbrance upon or with respect to any of the assets owned or used by TWC. Except as set forth in Schedule 2.2 and except for filings and other applicable requirements under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, may be subject, except, in as amended (the case of clause (ii" HSR Act"), for any such conflicts or violations that would TWC is not and will not be reasonably likely required to prevent give any notice to or delay consummation of obtain any Consent from, and TWC Shareholders are not and will not be required to give any notice to or obtain any Consent from, any Person in connection with the Merger in any material respect, or otherwise would not prevent Parent from performing any of its material obligations under this Agreement in any material respect. (c) The execution and delivery of this Agreement by Parent do not, and or the consummation or performance of this Agreement and the consummation any of the Contemplated Transactions by Parent 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 Securities Act, the Exchange Act, The New York Stock Exchange or the Toronto Stock Exchange, (B) the pre-merger notification requirements of the HSR Act, (C) filing of appropriate merger documents as required by the DGCL and (D) the non-United States competition, antitrust and investment laws set forth in Part 3.2(c) of the Parent Disclosure Schedule and (ii) 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 Parent from performing any of its material obligations under this Agreement in any material respect, and would not reasonably be likely to, individually or in the aggregate, result in a Material Adverse Effect on ParentTransactions.

Authority; No Conflict. (a) Parent and Merger Sub each have all necessary corporate Buyer has the requisite power and authority to execute and deliver enter into this Agreement and the other agreements referred to in this Agreement, to perform their respective obligations hereunder Patent Assignment and to consummate the Contemplated Transactionstransactions contemplated hereby. The execution and delivery of this Agreement and the Patent Assignment by each of Parent and Merger Sub Buyer and the consummation by each of Parent and Merger Sub of the Contemplated Transactions transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action on its part and no other corporate proceedings on the part of Parent or Merger Sub are necessary to authorize this Agreement or to consummate the Contemplated Transactions (other than, with respect to the Merger, the filing of a certificate of merger required by the DGCL)Buyer. This Agreement has been duly and validly executed and delivered by Parent Buyer and, upon the execution and Merger Sub delivery by Buyer of the Patent Assignment, and constitutes further assuming the due authorization, execution and delivery of this Agreement and the Patent Assignment by Seller, this Agreement and the Patent Assignment will constitute the legal, valid and binding obligation obligations of Parent and Merger SubBuyer, enforceable against Parent and Merger Sub it in accordance with its their terms, subject to the Bankruptcy applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and Equity Exceptionother similar laws affecting creditors’ rights generally and to general principles of equity regardless of whether considered in a proceeding in equity or at law. (b) Except as set forth in Part 3.2(b) of the Parent Disclosure Schedule, neither Neither the execution and delivery of this Agreement nor the Patent Assignment nor the consummation or performance of any of the Contemplated Transactions will, directly or indirectly (with or without notice or lapse of time or both): transactions contemplated hereby nor thereby will (i) contravene, conflict with, or result in a violation of (A) violate any provision of the Organizational Documents of Parent Buyer’s formation or organizational documents; (ii) violate any of its Subsidiaries, or (B) any resolution adopted by the Board of Directors Legal Requirement applicable to Buyer or the shareholders of Parent or any of its Subsidiariestransactions contemplated hereby; or (iiiii) subject to compliance with the requirements specified in clauses (A) through (D) of Section 3.2(c), contravene, conflict with, or result in a the breach or 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 constitute a default under, any Legal Requirement material contract or any order, injunction, writ or decree agreement to which Parent Buyer is a party or any of its Subsidiaries, or any of the assets owned or used by Parent or any of its Subsidiaries, which Buyer may be subjectbound, except, except in the case of clause clauses (ii)) and (iii) for such violation, for any such conflicts breach, or violations that default which would not reasonably be reasonably likely expected to prevent prevent, delay or delay otherwise interfere with the consummation or performance of any of the Merger in any material respect, or otherwise would not prevent Parent from performing any of its material obligations under this Agreement in any material respecttransactions contemplated hereby. (c) The Buyer is not, and will not be, required to give any notice to any Governmental Body or obtain any Governmental Authorization in connection with the execution and delivery of this Agreement by Parent do not, and or the Patent Assignment or the consummation or performance of this Agreement and the consummation any of the Contemplated Transactions by Parent will not, require any Consent of, transactions contemplated hereby or filing with or notification to, any Governmental Bodythereby, except (i) for (A) applicable requirementssuch notices, approvals, consents or authorizations which have been obtained or made or which, if anynot obtained or made, of the Securities Act, the Exchange Act, The New York Stock Exchange or the Toronto Stock Exchange, (B) the pre-merger notification requirements of the HSR Act, (C) filing of appropriate merger documents as required by the DGCL and (D) the non-United States competition, antitrust and investment laws set forth in Part 3.2(c) of the Parent Disclosure Schedule and (ii) 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 Parent from performing any of its material obligations under this Agreement in any material respect, and would not reasonably be likely expected to prevent, delay or otherwise interfere with the consummation or performance of any of the transactions contemplated hereby. (d) No notice to, individually declaration, filing or registration with, or authorization, consent, approval from any other third party is required to be made or obtained by Buyer in connection with the aggregate, result in a Material Adverse Effect on Parentexecution and delivery of this Agreement or the Patent Assignment or the consummation or performance of any of the transactions contemplated hereby or thereby.

Authority; No Conflict. (a) Parent and Merger Sub Subs each have all necessary corporate power has the right, power, authority and authority capacity to execute and deliver this Agreement and the Transaction Documents to which Parent or Merger Subs are a party, to consummate the Merger and the other agreements referred to in this Agreement, transactions contemplated hereby and thereby and to perform their respective obligations hereunder and to consummate the Contemplated Transactions. The execution and delivery of under this Agreement by each of Parent and Merger Sub and the consummation by each of Parent and Merger Sub of the Contemplated Transactions have been duly and validly authorized by all necessary corporate action on its part and no other corporate proceedings on the part of Transaction Documents to which Parent or Merger Sub Subs are necessary to authorize this Agreement or to consummate the Contemplated Transactions (other than, with respect to the Merger, the filing of a certificate of merger required by the DGCL)party. This Agreement has been duly authorized and validly approved, executed and delivered by Parent and Merger Sub Subs and constitutes the legal, valid and binding obligation of Parent and Merger SubSubs, enforceable against Parent and Merger Sub them in accordance with its terms. Upon the execution and delivery by Parent and Merger Subs of the Transaction Documents to which Parent or each of the Merger Subs is a party, subject to such Transaction Documents will constitute the Bankruptcy legal, valid and Equity Exceptionbinding obligations of Parent and Merger Subs, enforceable against them in accordance with their respective terms. (b) Except as set forth in Part 3.2(b) of the Parent Disclosure Schedule, neither Neither the execution and delivery of this Agreement or any Transaction Document by Parent or Merger Sub nor the consummation or performance by Parent or Merger Subs of the Merger or any of the Contemplated Transactions other transactions contemplated hereby or thereby, including issuance of the -------------------------------------------------------------------------------- -44- Agreement and Plan of Merger Execution Copy 49 Parent Shares pursuant to this Agreement, will, directly or indirectly (with or without notice or lapse of time or both): ): (i) contravene, conflict with, or result in a violation or breach of (A) any provision of the Organizational Documents of Parent or any of its SubsidiariesMerger Subs, or (B) any resolution adopted by the Board board of Directors directors or the shareholders of Parent or Merger Subs, (C) any of its Subsidiaries; or (ii) subject to compliance with the requirements specified in clauses (A) through (D) of Section 3.2(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 legal requirement or any orderOrder, injunctionaward, writ decision, settlement or decree process to which Parent or any of its Subsidiaries, Merger Subs or any of the assets or properties owned or used by them may be subject, or (D) any Governmental Permit held by Parent or Merger Subs, excluding from clauses (C) and (D) any contravention, conflict, violation or breach which would not, either individually or in the aggregate, have a Material Adverse Effect or materially impair or preclude the Parent's or the Merger Subs' ability to consummate the Mergers or the transactions contemplated hereby; (ii) result in a breach of or constitute a default, give rise to a right of termination, cancellation or acceleration, create any entitlement to any payment or benefit, or require the consent or approval of or any notice to or filing with any third Person, under any material Contract to which Parent or either of the Merger Subs is a party or by which their respective assets or properties are bound, or require the consent or approval of or any notice to or filing with any Governmental Authority (other than (A) filings and termination of the waiting period pursuant to the HSR Act and (B) filings pursuant to federal or state securities laws in connection with the sale of the Parent Shares, all of which filings have been or will be made by the Parent) to which either Parent, Merger Subs or their respective assets or properties are subject except for any breaches, defaults, rights of termination, cancellation or acceleration, entitlements, consents, approvals, notices or filings which would not, either individually or in the aggregate, have a Material Adverse Effect or materially impair or preclude the Parent's or the Merger Subs' ability to consummate the Mergers or the transactions contemplated hereby; or (iii) result in the imposition or creation of any Encumbrance or Lien upon or with respect to any of the assets or properties owned or used by Parent or any of its Subsidiaries, may be subject, except, in the case of clause (ii), Merger Subs except for any such conflicts imposition or violations that creation which would not be reasonably likely to prevent or delay consummation of the Merger in any material respect, or otherwise would not prevent Parent from performing any of its material obligations under this Agreement in any material respect. (c) The execution and delivery of this Agreement by Parent do not, and the performance of this Agreement and the consummation of the Contemplated Transactions by Parent 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 Securities Act, the Exchange Act, The New York Stock Exchange or the Toronto Stock Exchange, (B) the pre-merger notification requirements of the HSR Act, (C) filing of appropriate merger documents as required by the DGCL and (D) the non-United States competition, antitrust and investment laws set forth in Part 3.2(c) of the Parent Disclosure Schedule and (ii) 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 Parent from performing any of its material obligations under this Agreement in any material respect, and would not reasonably be likely to, either individually or in the aggregate, result in have a Material Adverse Effect on or materially impair or preclude the Parent's or the Merger Subs' ability to consummate the Mergers or the transactions contemplated hereby.

Authority; No Conflict. (a) Parent and Merger Sub each have all necessary corporate power and authority to execute and deliver this Agreement and the other agreements referred to in this Agreement, to perform their respective obligations hereunder and to consummate the Contemplated Transactions. The execution and delivery of this Agreement, the Stock Option Agreement by each of Parent and Merger Sub and the consummation by each of Parent and Merger Sub of the Contemplated Transactions transactions contemplated hereby have been duly and validly authorized by all necessary corporate action on its part and no other corporate proceedings in respect thereof on the part of Parent or and Purchaser, including approval of the Merger Sub are necessary to authorize this Agreement or to consummate the Contemplated Transactions (other than, with respect to the Merger, the filing of a certificate of merger required by the DGCL)respective Board of Directors of each of Parent and Purchaser. This Agreement has and the Stock Option Agreement have been duly and validly executed and delivered by Parent and Merger Sub Purchaser and constitutes constitute the legal, valid and binding obligation obligations of Parent and Merger SubPurchaser, enforceable against Parent and Merger Sub them in accordance with its their terms. Upon execution and delivery by Parent and Purchaser of the other agreements contemplated hereby to which it is or they are a party, subject to such other agreements will constitute the Bankruptcy legal, valid and Equity Exceptionbinding obligations of Parent and Purchaser, as the case may be, enforceable against them in accordance with their respective terms. (b) Except as set forth in Part 3.2(b) of the Parent Disclosure Schedule, neither Neither the execution and delivery of this Agreement, the Stock Option Agreement or the other agreements contemplated hereby nor the consummation or performance of any of the Contemplated Transactions or other transactions contemplated by such agreements will, directly or indirectly (with or without notice or lapse of time or both): time): (i) contravene, conflict with, with or result in a violation of (A) any provision of the Organizational Documents of Parent or any of its SubsidiariesPurchaser, or (B) any resolution adopted by the Board board of Directors directors or the shareholders of Parent or any of its Subsidiaries; or Purchaser; (ii) subject to compliance with the requirements specified in clauses (A) through (D) of Section 3.2(c), 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, any Legal Requirement or any order, injunction, writ or decree Order to which Parent or Purchaser, or any of its Subsidiariesthe assets owned or used by any of them, 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 Parent or Purchaser or that otherwise relates to the business of, or any of the assets owned or used by, Parent or Purchaser. (c) Except as set forth in Schedule 5.2(c), or as may be required under the applicable requirements of the Securities Act, the Exchange Act, the HSR Act, any applicable state securities or "blue sky" laws and the PBCL, Parent and Purchaser are not and will not be required to obtain any Consent from any Person in connection with the execution and delivery of this Agreement, the Stock Option Agreement or the consummation or performance of any of the Transactions. (d) Except as set forth in Schedule 5.2(d), no Proceeding has been commenced by or against Parent or Purchaser that relates to or may affect the business of, or any of the assets owned or used by Parent or any of its Subsidiaries, may be subject, except, in the case of clause (ii), for any such conflicts or violations that would not be reasonably likely to prevent or delay consummation of the Merger in any material respect, or otherwise would not prevent Parent from performing any of its material obligations under this Agreement in any material respectPurchaser. (c) The execution and delivery of this Agreement by Parent do not, and the performance of this Agreement and the consummation of the Contemplated Transactions by Parent 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 Securities Act, the Exchange Act, The New York Stock Exchange or the Toronto Stock Exchange, (B) the pre-merger notification requirements of the HSR Act, (C) filing of appropriate merger documents as required by the DGCL and (D) the non-United States competition, antitrust and investment laws set forth in Part 3.2(c) of the Parent Disclosure Schedule and (ii) 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 Parent from performing any of its material obligations under this Agreement in any material respect, and would not reasonably be likely to, individually or in the aggregate, result in a Material Adverse Effect on Parent.

Authority; No Conflict. (a) Parent Each of Acquiror, Parent, and Merger Sub each have has all necessary requisite corporate power and authority to execute and deliver enter into this Agreement and the other agreements referred to in this Agreement, to perform their respective obligations hereunder and to consummate the Contemplated Transactionstransactions contemplated by this Agreement, subject to approval by shareholders of Parent ("Parent Shareholder Approval"). The execution and delivery of this Agreement by each of Parent Acquiror, Parent, and Merger Sub and the consummation by each of Parent Acquiror, Parent, and Merger Sub of the Contemplated Transactions transactions contemplated hereby have been duly and validly authorized by all necessary corporate action on its part and no other corporate proceedings on the part of Acquiror, Parent, and Merger Sub, subject to Parent or Merger Sub are necessary to authorize this Agreement or to consummate the Contemplated Transactions (other than, with respect to the Merger, the filing of a certificate of merger required by the DGCL)Shareholder Approval. This Agreement has been duly and validly executed and delivered by Parent Acquiror, Parent, and Merger Sub and, assuming the due authorization, execution and delivery by the Company, constitutes the a legal, valid and binding obligation of Parent Acquiror, Parent, and Merger Sub, enforceable against Acquiror, Parent and Merger Sub in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting the Bankruptcy rights of creditors and Equity Exception. (b) to general principles of equity. Except as set forth in Part 3.2(bSECTION 3.2(C) of to the Parent Acquiror disclosure schedule attached hereto (the "Acquiror Disclosure Schedule"), neither the execution and delivery of this Agreement nor does not, and the consummation of the transactions contemplated by this Agreement and compliance with the provisions of this Agreement will not, conflict with, or result in any of the Contemplated Transactions willviolation of, directly or indirectly default (with or without notice or lapse of time time, or both): ) under, or give rise to a right of termination, cancellation or acceleration of any obligation or loss of a benefit under, (i) contravenethe certificate incorporation, conflict with, articles of organization or result in a violation other charter documents of (A) any provision of the Organizational Documents of Acquiror or Parent or any the articles of its Subsidiariesincorporation or code of regulation of Merger Sub, or (B) any resolution adopted by the Board of Directors or the shareholders of Parent or any of its Subsidiaries; or (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise, license or similar authorization applicable to Acquiror or Parent or their respective properties or assets or (iii) subject to compliance with the requirements specified governmental filings and other matters referred to in clauses (A) through (D) of Section 3.2(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 underfollowing sentence, any Legal Requirement or any judgment, order, injunctiondecree, writ statute, law, ordinance, rule or decree regulation applicable to which Acquiror or Parent or any of its Subsidiariestheir respective properties or assets, or any of the assets owned or used by Parent or any of its Subsidiaries, may be subject, exceptother than, in the case of clause clauses (ii) and (iii), for any such conflicts conflicts, violations, defaults, rights, losses or violations Liens that individually or in the aggregate would not reasonably be reasonably likely expected to prevent materially impair or delay consummation the ability of the Merger in any material respectAcquiror, Parent, or otherwise would not prevent Parent from performing any of its material Merger Sub to perform their obligations under this Agreement Agreement. No consent, approval, order or authorization of, action by, or in respect of, or registration, declaration or filing with, any material respect. (c) The Governmental Entity is required by Acquiror, Parent or Merger Sub in connection with the execution and delivery of this Agreement by Parent do not, and the performance of this Agreement and Acquiror or the consummation by Acquiror of the Contemplated Transactions by Parent will nottransactions contemplated hereby, require any Consent of, or except: (1) the filing with or notification to, any Governmental Body, except (i) for (A) applicable requirements, if any, of the Securities Act, Certificate of Merger with the Exchange Act, The New York Stock Exchange or Secretary of State of the Toronto Stock Exchange, State of Ohio; (B2) the filing of a pre-merger notification requirements of and report form by Acquiror and Parent under the HSR Act; (3) such filings, consents, approvals, orders or authorizations as may be required to be made or obtained pursuant to Foreign Antitrust Laws; (4) such filings, consents, approvals, orders or authorizations as may be required to be made or obtained pursuant to rules and regulations of the Stock Exchange of Hong Kong; and, (C5) filing such consents, approvals, orders or authorizations the failure of appropriate merger documents as required by which to be made or obtained individually or in the DGCL and (D) the non-United States competition, antitrust and investment laws set forth in Part 3.2(c) of the Parent Disclosure Schedule and (ii) 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 Parent from performing any of its material obligations under this Agreement in any material respect, and aggregate would not reasonably be likely toexpected to materially impair or delay the ability of Acquiror, individually Parent or in the aggregate, result in a Material Adverse Effect on ParentMerger Sub to perform its respective obligations under this Agreement.

Authority; No Conflict. (a) Parent and Merger Sub each have all necessary corporate power has the right, power, authority and authority capacity to execute and deliver this Agreement and the Transaction Documents to which Parent or Merger Sub is a party, to consummate the Merger and the other agreements referred to in this Agreement, transactions contemplated hereby and thereby and to perform their respective obligations hereunder and to consummate the Contemplated Transactions. The execution and delivery of under this Agreement by each of Parent and Merger Sub and the consummation by each of Parent and Merger Sub of the Contemplated Transactions have been duly and validly authorized by all necessary corporate action on its part and no other corporate proceedings on the part of Transaction Documents to which Parent or Merger Sub are necessary to authorize this Agreement or to consummate the Contemplated Transactions (other than, with respect to the Merger, the filing of is a certificate of merger required by the DGCL)party. This Agreement has been duly authorized and validly approved, executed and delivered by Parent and Merger Sub and constitutes the legal, valid and binding obligation of Parent and Merger Sub, enforceable against Parent and Merger Sub them in accordance with its terms. Upon the execution and delivery by Parent and Merger Sub of the Transaction Documents to which Parent or Merger Sub is a party, subject to such Transaction Documents will constitute the Bankruptcy legal, valid and Equity Exceptionbinding obligations of Parent and Merger Sub, enforceable against them in accordance with their respective terms. (b) Except as set forth in Part 3.2(b) Section 5.2 of the Parent Disclosure Schedule, neither the execution and delivery of this Agreement or any Transaction Document by Parent or Merger Sub nor the consummation or performance by Parent or Merger Sub of the Merger or any of the Contemplated Transactions other transactions contemplated hereby or thereby will, directly or indirectly (with or without notice or lapse of time or both): ): (i) contravene, conflict with, or result in a violation or breach of (A) any provision of the Organizational Documents of Parent or any of its SubsidiariesMerger Sub, or (B) any resolution adopted by the Board board of Directors directors or the shareholders stockholders of Parent or Merger Sub, (C) any of its Subsidiaries; or (ii) subject to compliance with the requirements specified in clauses (A) through (D) of Section 3.2(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 legal requirement or any order, injunction, writ or decree Order to which Parent or any of its Subsidiaries, Merger Sub or any of the assets or properties owned or used by them may be subject, or (D) any Governmental Permit held by Parent or Merger Sub; (ii) result in a breach of or constitute a default, give rise to a right of termination, cancellation or acceleration, create any entitlement to any payment or benefit, or require the consent or approval of or any notice to or filing with any third Person, under any Contract to which Parent or Merger Sub is a party or by which their respective assets or properties are bound, or require the consent or approval of or any notice to or filing with any Governmental Authority to which either Parent, Merger Sub or their respective assets or properties are subject; or (iii) result in the imposition or creation of any Encumbrance upon or with respect to any of the assets or properties owned or used by Parent or any of its Subsidiaries, may be subject, except, in the case of clause (ii), for any such conflicts or violations that would not be reasonably likely to prevent or delay consummation of the Merger in any material respect, or otherwise would not prevent Parent from performing any of its material obligations under this Agreement in any material respectSub. (c) The execution and delivery of this Agreement by Parent do not, and the performance of this Agreement and the consummation of the Contemplated Transactions by Parent 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 Securities Act, the Exchange Act, The New York Stock Exchange or the Toronto Stock Exchange, (B) the pre-merger notification requirements of the HSR Act, (C) filing of appropriate merger documents as required by the DGCL and (D) the non-United States competition, antitrust and investment laws set forth in Part 3.2(c) of the Parent Disclosure Schedule and (ii) 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 Parent from performing any of its material obligations under this Agreement in any material respect, and would not reasonably be likely to, individually or in the aggregate, result in a Material Adverse Effect on Parent.

Authority; No Conflict. (a) Parent The execution, delivery and Merger Sub each have all necessary corporate power and authority to execute and deliver this Agreement and the other agreements referred to in this Agreement, to perform their respective obligations hereunder and to consummate the Contemplated Transactions. The execution and delivery performance of this Agreement by each of Parent and Merger Sub and the consummation by each of Parent and Merger Sub of the Contemplated Transactions have ANCHA has been duly and validly authorized by all necessary corporate action on its part of ANCHA and no other corporate proceedings on the part of Parent or Merger Sub are necessary to authorize this Agreement or to consummate the Contemplated Transactions (other than, with respect to the Merger, the filing of a certificate of merger required by the DGCL)Shareholders. This Agreement has been duly and validly executed and delivered by Parent ANCHA and Merger Sub Shareholders and constitutes the legal, valid and binding obligation of Parent ANCHA and Merger SubShareholders, enforceable against Parent ANCHA and Merger Sub Shareholders in accordance with its terms. Upon the execution and delivery by Seller of this Agreement and the other documents entered into in connection herewith with the acquisition contemplated hereby (collectively, subject the "Seller's Closing Documents"), the Seller's Closing Documents will constitute the legal, valid and binding obligations of Seller, enforceable against Seller in accordance with their respective terms. ANCHA and the Shareholders have the absolute and unrestricted right, power, authority and capacity to execute and deliver this Agreement and the Bankruptcy Seller's Closing Documents and Equity Exceptionto perform their respective obligations under this Agreement and the Seller's Closing Documents. (b) Except as set forth in Part 3.2(b) 3.2 of the Parent Disclosure Schedule, neither the execution and delivery of this Agreement nor the consummation or performance of any of the Contemplated Transactions transactions contemplated hereby will, directly or indirectly (with or without notice or lapse of time or both): time): (i) contravene, conflict with, with or result in a violation of (A) any provision of the Organizational Documents of Parent or any of its SubsidiariesANCHA, or (B) any resolution adopted by the Board board of Directors directors or the shareholders of Parent or any of its Subsidiaries; or ANCHA; (ii) subject to compliance with the requirements specified in clauses (A) through (D) of Section 3.2(c), 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 transactions contemplated hereby or to exercise any remedy or obtain any relief under, any Legal Requirement or any order, injunction, writ or decree Order to which Parent or any of its SubsidiariesANCHA, Shareholders, or any of the assets owned or used by Parent ANCHA or Shareholders 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 ANCHA or that otherwise relates to the business of, or any of the assets owned or used by, ANCHA or Shareholders; (iv) cause PRG, solely as a result of its Subsidiariesacquisition of ANCHA pursuant to this Agreement, and not as a result of any assets or income of PRG or any jurisdictions in which PRG does business, or ANCHA to become subject to, or to become liable for the payment of, any transfer or similar Tax; (v) violate, conflict with or result in the breach of any term, condition or provision of, or require the consent of any other Person under (a) any existing law, ordinance, or governmental rule or regulation to which ANCHA or any Shareholder is subject, (b) any judgment, order, writ, injunction, decree or award of any court, arbitrator or governmental or regulatory official, body or authority which is applicable to ANCHA or any Shareholder or (c) any mortgage, indenture, agreement, contract, commitment, lease, plan, authorization, or other instrument, document or understanding, oral or written, to which ANCHA or any Shareholder is a party, by which ANCHA or any Shareholder may have rights or by which any of the assets owned by ANCHA may be subjectbound or affected, exceptor give any party with rights thereunder the right to terminate, modify, accelerate or otherwise change the existing rights or obligations of ANCHA or any Shareholder thereunder, in the each case of clause (ii)where such violation, for any such conflicts conflict or violations that would not be reasonably likely to prevent or delay consummation of the Merger in any material respect, or otherwise would not prevent Parent from performing any of its material obligations under this Agreement in any material respectbreach has had a Material Adverse Effect. (cvi) The contravene, conflict with, or result in a violation or breach of any provision of, or give any Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate or modify, any Applicable Contract; or (vii) result in the imposition or creation of any Encumbrance upon or with respect to any of the Included Assets owned or used by ANCHA, except any Encumbrance either created as a result of the acquisition of Included Assets pursuant to this Agreement, or claiming an interest through PRG. Except as set forth in Part 3.2 of the Disclosure Schedule, no Shareholder or ANCHA is or will be required to give any notice to or obtain any Consent from any Person in connection with the execution and delivery of this Agreement by Parent do not, and or the consummation or performance of this Agreement and the consummation any of the Contemplated Transactions by Parent 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 Securities Act, the Exchange Act, The New York Stock Exchange or the Toronto Stock Exchange, (B) the pre-merger notification requirements of the HSR Act, (C) filing of appropriate merger documents as required by the DGCL and (D) the non-United States competition, antitrust and investment laws set forth in Part 3.2(c) of the Parent Disclosure Schedule and (ii) 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 Parent from performing any of its material obligations under this Agreement in any material respect, and would not reasonably be likely to, individually or in the aggregate, result in a Material Adverse Effect on Parenttransactions contemplated hereby.

Authority; No Conflict. Except for the requirement that Parent obtain the Required Parent Stockholder Vote: (a) Parent and Merger Sub each have has all necessary corporate power and authority to execute and deliver this Agreement and the other agreements referred to in this Merger Agreement, and to perform their respective its obligations hereunder and to consummate the Contemplated TransactionsTransactions and the Merger. The execution and delivery of this Agreement by each of Parent and Merger Sub and the consummation by each of Parent and Merger Sub of the Contemplated Transactions and the Merger have been duly and validly authorized by all necessary corporate action on its part and no other corporate proceedings on the part of Parent or Merger Sub are necessary to authorize this Agreement or to consummate the Contemplated Transactions and the Merger (other than, than with respect to the Merger, the filing of a certificate the Certificate of merger Incorporation Amendment and, as required by the DGCL)DGCL and NRS, the Certificates of Merger. This Agreement has been duly and validly executed and delivered by Parent and, assuming the due execution and Merger Sub and delivery of this Agreement by the Selling Stockholders, constitutes the legal, valid and binding obligation of Parent and Merger SubParent, enforceable against Parent and Merger Sub in accordance with its terms, terms subject to the Bankruptcy effect of (i) applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect relating to rights of creditors generally, and Equity Exception(ii) rules of law and equity governing specific performance, injunctive relief and other equitable remedies. (b) Except as set forth in Part 3.2(b) of the Parent Disclosure Schedule, neither Neither the execution and delivery of this Agreement nor the consummation of any of the Contemplated Transactions or the Merger do or will, directly or indirectly (with or without notice or lapse of time or both): ) (i) contravene, conflict with, or result in a violation of (A) any provision of the Organizational Documents of Parent or any of its SubsidiariesParent, or (B) any resolution adopted by the Board of Directors or the shareholders of Parent or any of its Subsidiaries; or (ii) subject to compliance with the requirements specified in clauses (A) through (D) of Section 3.2(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 any order, injunction, writ or decree to which Parent or any of its SubsidiariesParent, or any of the assets owned or used by Parent or any of its SubsidiariesParent, may be subject, ; except, in the case of clause (ii), for any such conflicts conflicts, violations, breaches, defaults or violations other occurrences that would not be reasonably likely to prevent or delay consummation of the Merger in any material respect, or otherwise would not prevent Parent from performing any of its material obligations under this Agreement in any material respect. (c) The execution and delivery of this Agreement by Parent do not, and the performance of this Agreement and the consummation of the Contemplated Transactions by Parent 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 Securities Act, the Exchange Act, The New York Stock Exchange or the Toronto Stock Exchange, (B) the pre-merger notification requirements of the HSR Act, (C) filing of appropriate merger documents as required by the DGCL and (D) the non-United States competition, antitrust and investment laws set forth in Part 3.2(c) of the Parent Disclosure Schedule and (ii) where failure to obtain such Consents, or to make such filings or notifications, would not prevent or delay consummation of the Contemplated Transactions or the Merger in any material respect, or otherwise prevent Parent from performing any of its material obligations under this Agreement in any material respect, and would not reasonably be likely to, individually or in the aggregate, result in a Material Adverse Effect on Parent.

Authority; No Conflict. (a) This Agreement constitutes the legal, valid and binding obligation of both Buyer and Parent, enforceable against Buyer and Parent in accordance with its terms. Upon the execution and Merger Sub delivery by Buyer or Parent, as applicable, of the Assignment and Assumption Agreement, the Consulting Agreements, the Speaking Agreements and each other agreement to be executed or delivered by Buyer or Parent at Closing (collectively, the “FranklinCovey Closing Documents”), each of the FranklinCovey Closing Documents will constitute the legal, valid and binding obligation of Buyer and Parent, as applicable, enforceable against Buyer or Parent, as applicable, in accordance with its respective terms. Buyer and Parent each have all necessary corporate the absolute and unrestricted right, power and authority to execute and deliver this Agreement and the other agreements referred to in this Agreement, Table of Contents FranklinCovey Closing Documents and to perform their respective obligations hereunder under this Agreement and to consummate the Contemplated Transactions. The FranklinCovey Closing Documents, and such actions have been duly authorized by all necessary corporate action by each of Buyer and Parent. (b) Neither the execution and delivery of this Agreement by each of Parent and Merger Sub and Buyer or Parent, nor the consummation by each or performance of Parent and Merger Sub any of the Contemplated Transactions have been duly and validly authorized by all necessary corporate action on its part and no other corporate proceedings on Buyer or Parent, will give any Person the part right to prevent, delay or otherwise interfere with any of Parent or Merger Sub are necessary to authorize this Agreement or to consummate the Contemplated Transactions pursuant to: (other than, with respect to the Merger, the filing i) any provision of a certificate of merger required Buyer’s or Parent’s Governing Documents; (ii) any resolution adopted by the DGCL). This Agreement has been duly board of directors or the equityholders of Buyer and validly executed and delivered by Parent and Merger Sub and constitutes the legal, valid and binding obligation of Parent and Merger Sub, enforceable against Parent and Merger Sub in accordance with its terms, subject to the Bankruptcy and Equity Exception.Parent; (biii) Except as set forth any Legal Requirement or Order to which Buyer or Parent may be subject; or (iv) any Contract to which either Buyer or Parent is a party or by which either Buyer or Parent may be bound. Neither Buyer nor Parent is or will be required to obtain any Consent from any Person in Part 3.2(b) of the Parent Disclosure Schedule, neither connection with the execution and delivery of this Agreement nor or the consummation or performance of any of the Contemplated Transactions will, directly or indirectly (with or without notice or lapse of time or both): (i) contravene, conflict with, or result in a violation of (A) any provision of the Organizational Documents of Parent or any of its Subsidiaries, or (B) any resolution adopted by the Board of Directors or the shareholders of Parent or any of its Subsidiaries; or (ii) subject to compliance with the requirements specified in clauses (A) through (D) of Section 3.2(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 any order, injunction, writ or decree to which Parent or any of its Subsidiaries, or any of the assets owned or used by Parent or any of its Subsidiaries, may be subject, except, in the case of clause (ii), for any such conflicts or violations that would not be reasonably likely to prevent or delay consummation of the Merger in any material respect, or otherwise would not prevent Parent from performing any of its material obligations under this Agreement in any material respectTransactions. (c) The execution and delivery of this Agreement by Parent do not, and the performance of this Agreement and the consummation of the Contemplated Transactions by Parent 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 Securities Act, the Exchange Act, The New York Stock Exchange or the Toronto Stock Exchange, (B) the pre-merger notification requirements of the HSR Act, (C) filing of appropriate merger documents as required by the DGCL and (D) the non-United States competition, antitrust and investment laws set forth in Part 3.2(c) of the Parent Disclosure Schedule and (ii) 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 Parent from performing any of its material obligations under this Agreement in any material respect, and would not reasonably be likely to, individually or in the aggregate, result in a Material Adverse Effect on Parent.

Authority; No Conflict. (a) Parent and Merger Sub each have all necessary corporate Each Seller has the full power and authority to execute execute, deliver and deliver perform this Agreement and the other agreements referred to in this AgreementAncillary Agreements, to perform their respective its obligations hereunder and thereunder, and to consummate carry out the Contemplated Transactionstransactions contemplated hereby and thereby. The execution All necessary action, corporate or otherwise, has been taken by each Seller to authorize the execution, delivery and delivery performance of this Agreement by and each of Parent and Merger Sub the Ancillary Agreements and the consummation by each of Parent transactions contemplated hereby and Merger Sub of the Contemplated Transactions have been duly and validly authorized by all necessary corporate action on its part and no other corporate proceedings on the part of Parent or Merger Sub are necessary to authorize this Agreement or to consummate the Contemplated Transactions (other than, with respect to the Merger, the filing of a certificate of merger required by the DGCL)thereby. This Agreement has been been, and each Ancillary Agreement will be at the Closing, duly and validly executed and delivered by Parent the Sellers and Merger Sub this Agreement and constitutes each Ancillary Agreement is, or upon the Closing will be, the legal, valid and binding obligation of Parent and Merger Subthe Sellers, enforceable against Parent and Merger Sub each Seller in accordance with its their terms, subject to the Bankruptcy and Equity Exception. (b) Except as set forth in Part 3.2(b) of Neither the Parent Disclosure Scheduleexecution, neither the execution and delivery or performance of this Agreement or any Ancillary Agreement nor the consummation of any performance of the Contemplated Transactions transactions contemplated hereby or thereby will, directly or indirectly (with or without notice or lapse of time or both): ): (i) contravene, conflict with, with or result in a violation or breach of (A) any provision of the Organizational Documents of Parent or any of its Subsidiariesthe Sellers, or (B) any resolution adopted by the Board of Directors or the shareholders of Parent legal requirement or any of its Subsidiaries; Order, award, decision, settlement or (ii) subject to compliance with the requirements specified in clauses (A) through (D) of Section 3.2(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 any order, injunction, writ or decree process to which Parent or any of its Subsidiaries, the Sellers or any of the assets owned Purchased Assets may be subject; or (C) any Governmental Permit, which is held or used by Parent or any of its Subsidiaries, may be subject, except, in the case of clause (ii), for any such conflicts or violations that would not be reasonably likely to prevent or delay consummation of the Merger in any material respect, or otherwise would not prevent Parent Sellers excluding from performing any of its material obligations under this Agreement in any material respect. (c) The execution and delivery of this Agreement by Parent do not, and the performance of this Agreement and the consummation of the Contemplated Transactions by Parent 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 Securities Act, the Exchange Act, The New York Stock Exchange or the Toronto Stock Exchange, clauses (B) the pre-merger notification requirements of the HSR Act, and (C) filing of appropriate merger documents as required by the DGCL and (D) the non-United States competitionany contravention, antitrust and investment laws set forth in Part 3.2(c) of the Parent Disclosure Schedule and (ii) where failure to obtain such Consentsconflict, violation or to make such filings or notificationsbreach that would not, would not prevent or delay consummation of the Merger in any material respect, or otherwise prevent Parent from performing any of its material obligations under this Agreement in any material respect, and would not reasonably be likely to, either individually or in the aggregate, materially adversely affect the Sellers or materially impair or preclude the Sellers' ability to execute, deliver and perform this Agreement, any Ancillary Agreements or the transactions contemplated hereby and thereby; (ii) result in a Material Adverse Effect on Parentbreach of or constitute a default, give rise to a right of termination, cancellation or acceleration, create any entitlement to any payment or benefit, or require the consent, authorization or approval of or any notice to or filing with any third Person under any Contract or any debt instrument to which either Seller is a party or to which its assets or properties are bound, or require the consent, authorization or approval of or any notice to or filing with any Governmental Authority to which the Sellers or its assets or properties is subject except for any breaches, defaults, rights of termination, cancellation or acceleration, entitlements, consents, approvals, notices or filings that would not, either individually or in the aggregate, materially impair or preclude the Sellers' ability to execute, deliver and perform this Agreement, any Ancillary Agreements and the transactions contemplated hereby and thereby other than as set forth in Section 4.2(b)(ii) of the Disclosure Schedule; or (iii) result in the imposition or creation of any Encumbrance upon or with respect to the e-Diagnostics Infrastructure or Purchased Assets other than the Permitted Encumbrances as set forth in Section 4.2(b)(iii) of the Disclosure Schedule.

Authority; No Conflict. (a) Parent Subject to obtaining the consents set forth in Part 3.2 of the Disclosure Schedule, Seller has the absolute and Merger Sub each have all necessary corporate unrestricted right, power and authority to execute and deliver this Agreement and the other agreements referred to in this Agreement, to perform their respective its obligations hereunder hereunder. All corporate and other actions and proceedings to consummate be taken by or on the Contemplated Transactions. The part of Seller to authorize and permit the execution and delivery by Seller of this Agreement and the instruments required to be executed and delivered by each Seller pursuant hereto, the performance by Seller of Parent and Merger Sub the obligations hereunder and the consummation by each of Parent and Merger Sub Seller of the Contemplated Transactions transactions contemplated herein, have been duly and validly authorized by all necessary corporate action on its part and no other corporate proceedings on the part of Parent or Merger Sub are necessary to authorize this Agreement or to consummate the Contemplated Transactions (other than, with respect to the Merger, the filing of a certificate of merger required by the DGCL)properly taken. This Agreement has been duly and validly executed and delivered by Parent and Merger Sub Seller and constitutes the legal, valid and binding obligation of Parent and Merger SubSeller, enforceable against Parent and Merger Sub Seller in accordance with its terms, subject to the Bankruptcy and Equity Exception. (b) Except as set forth in Part 3.2(b) 3.2 of the Parent Disclosure Schedule, neither the execution and delivery of this Agreement by Seller nor the consummation or performance of any of the Contemplated Transactions by Seller will, directly or indirectly (with or without notice or lapse of time or bothtime): (i) contravene, conflict with, or result in a violation of (A) any provision of the Organizational Documents of Parent or any of its SubsidiariesSeller, or (B) any resolution adopted by the Board board of Directors directors or the shareholders stockholders of Parent or any Seller; or, to the Knowledge of its Subsidiaries; or Seller and Stockholder, (ii) subject to compliance with the requirements specified in clauses (A) through (D) of Section 3.2(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 any order, injunction, writ or decree Order to which Parent or any of its SubsidiariesSeller, or any of the assets owned or used by Parent or any of its SubsidiariesAssets, may be subject; (iii) contravene, exceptconflict 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; (iv) result in the case imposition or creation of clause (ii), for any such conflicts Encumbrance upon or violations that would not be reasonably likely with respect to prevent or delay consummation any of the Merger Assets; or (v) entitle any employee or other Person to severance or other payments by Seller or create any other obligation to an employee or other Person, including any increase in any material respect, or otherwise would not prevent Parent from performing any of its material obligations under this Agreement in any material respectbenefits. (c) The Except as set forth in Part 3.2 of the Disclosure Schedule, Seller is not and will not be required to give any notice to, make any filing with, or obtain any Consent from any Person in connection with the execution and delivery of this Agreement by Parent do not, and or the consummation or performance of this Agreement and the consummation any of the Contemplated Transactions by Parent 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 Securities Act, the Exchange Act, The New York Stock Exchange or the Toronto Stock Exchange, (B) the pre-merger notification requirements of the HSR Act, (C) filing of appropriate merger documents as required by the DGCL and (D) the non-United States competition, antitrust and investment laws set forth in Part 3.2(c) of the Parent Disclosure Schedule and (ii) 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 Parent from performing any of its material obligations under this Agreement in any material respect, and would not reasonably be likely to, individually or in the aggregate, result in a Material Adverse Effect on ParentSeller.

Authority; No Conflict. (a) Parent This Agreement is a legal, valid, and binding obligation of DePuy and Merger Sub, enforceable against each in accordance with its terms. Each of DePuy and Merger Sub each have all necessary corporate power has the right, power, and authority to execute and deliver this Agreement and the other agreements referred to in perform its obligations under this Agreement, to perform their respective obligations hereunder and to consummate the Contemplated Transactions. The execution execution, delivery and delivery performance by DePuy and Merger Sub of this Agreement by each of Parent and Merger Sub and the consummation by each of Parent DePuy and Merger Sub of the Contemplated Transactions have been duly and validly authorized by all necessary corporate action on its part the respective boards of directors of DePuy, Merger Sub and any other Person that directly or indirectly controls DePuy and no other corporate proceedings on the part of Parent or DePuy, Merger Sub or any other Person that directly or indirectly controls DePuy are necessary to authorize the execution, delivery and performance of this Agreement or to consummate the Contemplated Transactions (other than, with respect to the Merger, the filing of a certificate of merger required by the DGCL). This Agreement has been duly and validly executed and delivered by Parent DePuy and Merger Sub and constitutes the legal, valid and binding obligation consummation of Parent and Merger Sub, enforceable against Parent and Merger Sub in accordance with its terms, subject to the Bankruptcy and Equity ExceptionContemplated Transactions. (b) Except as set forth in Part 3.2(b) of the Parent Disclosure Schedule, neither Neither the execution and delivery of this Agreement by DePuy or Merger Sub nor the consummation or performance of any of the Contemplated Transactions willby DePuy or Merger Sub will give any Person the right to prevent, directly delay, or indirectly (otherwise interfere with or without notice or lapse any of time or both): the Contemplated Transactions pursuant to: (i) contravene, conflict with, or result in a violation of (A) any provision of the DePuy's or Merger Sub's Organizational Documents of Parent or any of its Subsidiaries, or Documents; (Bii) any resolution adopted by the Board board of Directors directors or the shareholders of Parent DePuy or any of its Subsidiaries; or Merger Sub; (iiiii) subject to compliance with the requirements specified in clauses (A) through (D) of Section 3.2(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 any order, injunction, writ or decree Order to which Parent DePuy or any of its Subsidiaries, or any of the assets owned or used by Parent or any of its Subsidiaries, Merger Sub may be subject, except, in the case of clause ; or (ii), for iv) any such conflicts Contract to which DePuy or violations that would not Merger Sub is a party or by which DePuy or Merger Sub may be reasonably likely to prevent or delay consummation of the Merger in any material respect, or otherwise would not prevent Parent from performing any of its material obligations under this Agreement in any material respectbound. (c) The Except for Consents necessary under the HSR Act, neither DePuy nor Merger Sub is or will be required to obtain any Consent from any Person in connection with the execution and delivery of this Agreement by Parent do not, and or the consummation or performance of this Agreement and the consummation any of the Contemplated Transactions by Parent 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 Securities Act, the Exchange Act, The New York Stock Exchange or the Toronto Stock Exchange, (B) the pre-merger notification requirements of the HSR Act, (C) filing of appropriate merger documents as required by the DGCL and (D) the non-United States competition, antitrust and investment laws set forth in Part 3.2(c) of the Parent Disclosure Schedule and (ii) 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 Parent from performing any of its material obligations under this Agreement in any material respect, and would not reasonably be likely to, individually or in the aggregate, result in a Material Adverse Effect on ParentTransactions.

Authority; No Conflict. (a) Each of Parent and Merger Sub each have has all necessary corporate power and authority to execute and deliver this Agreement and the other agreements referred to in this Agreement, and with respect to Parent, the Escrow Agreement, and each instrument required hereby or thereby to be executed and delivered by each of Parent and Merger Sub at the Closing, and to perform their respective obligations hereunder and thereunder and to consummate the Contemplated Transactionstransactions contemplated hereby and thereby. The execution execution, delivery and delivery of this Agreement performance by each of Parent and Merger Sub of this Agreement, and with respect to Parent, the Escrow Agreement, and each instrument required hereby or thereby to be executed and delivered by Parent or Merger Sub at the Closing and the consummation by each of Parent and Merger Sub of the Contemplated Transactions transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action on its part action, and no other corporate proceedings on the part of Parent or Merger Sub are necessary to authorize this Agreement, and with respect to Parent, the Escrow Agreement or to consummate the Contemplated Transactions (other than, with respect to the Merger, the filing of a certificate of merger required by the DGCL)transactions so contemplated. This Agreement has been and the Escrow Agreement have been, and each instrument required hereby or thereby to be delivered by Parent or Merger Sub at the Closing will be, duly and validly executed and delivered by Parent or Merger Sub, as the case may be, and, assuming the due authorization, execution and Merger Sub delivery by the Company and the Stockholder Representative in respect of this Agreement, and by the Escrow Agent and the Stockholder Representative in respect of the Escrow Agreement, constitutes the a legal, valid and binding obligation of Parent and Merger Sub, as the case may be, enforceable against Parent and or Merger Sub Sub, as the case may be, in accordance with its terms, subject to the Bankruptcy and Equity ExceptionExceptions. (b) Except as set forth in Part 3.2(b) of the Parent Disclosure Schedule, neither the execution and delivery of this Agreement nor the consummation of any of the Contemplated Transactions will, directly or indirectly (with or without notice or lapse of time or both): (i) contravene, conflict with, or result in a violation of (A) any provision of the Organizational Documents of Parent or any of its Subsidiaries, or (B) any resolution adopted by the Board of Directors or the shareholders of Parent or any of its Subsidiaries; or (ii) subject to compliance with the requirements specified in clauses (A) through (D) of Section 3.2(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 any order, injunction, writ or decree to which Parent or any of its Subsidiaries, or any of the assets owned or used by Parent or any of its Subsidiaries, may be subject, except, in the case of clause (ii), for any such conflicts or violations that would not be reasonably likely to prevent or delay consummation of the Merger in any material respect, or otherwise would not prevent Parent from performing any of its material obligations under this Agreement in any material respect. (c) The execution and delivery of this Agreement by Parent do notand Merger Sub, and with respect to Parent, the performance Escrow Agreement, and each instrument required hereby to be executed and delivered by Parent or Merger Sub at the Closing, the compliance with the provisions of this Agreement and the Escrow Agreement by Parent and the consummation by Parent or Merger Sub, as applicable, of the Contemplated Transactions by Parent transactions contemplated hereby or thereby, will not, require any Consent of, or filing with or notification to, any Governmental Body, except not (i) for (A) applicable requirements, if any, conflict with or violate the Articles of the Securities Act, the Exchange Act, The New York Stock Exchange Organization or the Toronto Stock ExchangeBylaws of Parent, (B) each as amended to date and currently in effect, or the pre-merger notification requirements Certificate of Incorporation or the HSR ActBylaws of Merger Sub, (C) filing of appropriate merger documents each as required by the DGCL amended to date and (D) the non-United States competitioncurrently in effect, antitrust and investment laws set forth in Part 3.2(c) of the Parent Disclosure Schedule and or (ii) where failure to obtain such Consents, or to make such filings or notifications, would not prevent or delay consummation of the Merger in violate any material respect, Legal Requirements applicable to Parent or otherwise prevent Parent from performing Merger Sub or any of its material obligations under this Agreement in any material respect, and would not reasonably be likely to, individually their respective properties or in the aggregate, result in a Material Adverse Effect on Parentassets.

Authority; No Conflict. (a) Parent All action required to be taken by the Boards of Directors and stockholders of Purchaser and Merger Sub each in order to authorize them to enter into this Agreement and by the board of directors and stockholders of Purchaser to enter into the Escrow Agreement (the “Purchaser’s Closing Documents”) and to consummate the Contemplated Transactions have been taken. This Agreement and the Purchaser’s Closing Documents constitute the legal, valid and binding obligations of Purchaser and Merger Sub enforceable against Purchaser and Merger Sub, as applicable, in accordance with their respective terms. Each of Purchaser and Merger Sub has all the necessary corporate rights, power and authority to execute and deliver this Agreement and the other agreements referred to in this Agreement, Purchaser’s Closing Documents and to perform their respective obligations hereunder under this Agreement and to consummate the Contemplated Transactions. The Purchaser’s Closing Documents. (b) Neither the execution and delivery of this Agreement by each of Parent Purchaser and Merger Sub and the consummation by each of Parent and Merger Sub of the Contemplated Transactions have been duly and validly authorized by all necessary corporate action on its part and no other corporate proceedings on the part of Parent or Merger Sub are necessary to authorize this Agreement or to consummate the Contemplated Transactions (other than, with respect to the Merger, the filing of a certificate of merger required by the DGCL). This Agreement has been duly and validly executed and delivered by Parent and Merger Sub and constitutes the legal, valid and binding obligation of Parent and Merger Sub, enforceable against Parent and Merger Sub in accordance with its terms, subject to the Bankruptcy and Equity Exception. (b) Except as set forth in Part 3.2(b) of the Parent Disclosure Schedule, neither the execution and delivery of this Agreement nor the consummation of the Merger or performance of any of the Contemplated Transactions will, directly or indirectly (with or without notice or lapse of time or both): (i) by Purchaser and Merger Sub will contravene, conflict with, with or result in a violation of (A) any provision of the Organizational Documents of Parent or any of its Subsidiaries, or (B) any resolution adopted by the Board of Directors or the shareholders of Parent or any of its Subsidiaries; or (ii) subject to compliance with the requirements specified in clauses (A) through (D) of Section 3.2(c), contravene, conflict with, or result in a violation of, or give any Governmental Body or other Person the right to challenge challenge, prevent, delay or otherwise interfere with any of the Contemplated Transactions or to exercise any remedy or obtain any relief under, under or pursuant to: (i) any provision of Purchaser’s or Merger Sub’s Organizational Documents or any resolution adopted by the board of directors of or by the stockholders of Purchaser or Merger Sub; (ii) any Legal Requirement or any order, injunction, writ or decree Order to which Parent Purchaser or Merger Sub or any of its Subsidiaries, their Related Persons may be subject; or (iii) any Contract to which Purchaser or any of the assets owned their Related Persons is a party or used by Parent which Purchaser or Merger Sub or any of its Subsidiaries, their Related Persons may be subjectbound. Neither Purchaser nor Merger Sub is nor or will they be, except, in the case of clause (ii), for any such conflicts or violations that would not be reasonably likely required to prevent or delay consummation of the Merger in any material respectgive notice to, or otherwise would not prevent Parent from performing obtain any of its material obligations under this Agreement Consent from, any Person in any material respect. (c) The connection with the execution and delivery of this Agreement by Parent do not, and or the consummation or performance of this Agreement and the consummation any of the Contemplated Transactions by Parent 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 Securities Act, the Exchange Act, The New York Stock Exchange or the Toronto Stock Exchange, (B) the pre-merger notification requirements of the HSR Act, (C) filing of appropriate merger documents as required by the DGCL and (D) the non-United States competition, antitrust and investment laws set forth in Part 3.2(c) of the Parent Disclosure Schedule and (ii) 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 Parent from performing any of its material obligations under this Agreement in any material respect, and would not reasonably be likely to, individually or in the aggregate, result in a Material Adverse Effect on ParentTransactions.