Common use of Authority; No Violations; Consents and Approvals Clause in Contracts

Authority; No Violations; Consents and Approvals. (a) Each of the Company Parties has all requisite power and authority to execute and deliver this Agreement and each other Transaction Document to which any Company Party is a party and, subject to the filing of the Certificates of Merger with the Office of the Secretary of State of the State of Delaware and the obtaining of Company Stockholder Approval, to perform its obligations hereunder and thereunder. The execution and delivery of this Agreement by the Company Parties and each other Transaction Document to which any Company Party is a party and the consummation by each Company Party of the Transactions have been duly authorized by all necessary action on the part of each of the Company Parties (subject, only with respect to the consummation of the Mergers, to obtaining Company Stockholder Approval), subject to the filing of the Certificates of Merger with the Office of the Secretary of State of the State of Delaware. This Agreement and each other Transaction Document to which any Company Party is a party has been duly executed and delivered by each applicable Company Party, and assuming the due and valid execution of this Agreement and each other Transaction Document to which any Company Party is a party by the other parties hereto and thereto, constitutes a valid and binding obligation of the applicable Company Parties enforceable against the applicable Company Parties, in accordance with its terms, subject, as to enforceability, to bankruptcy, insolvency, reorganization, moratorium and other Laws of general applicability relating to or affecting creditors’ rights and to general principles of equity regardless of whether such enforceability is considered in a Proceeding in equity or at Law (collectively, “Creditors’ Rights”). The Company Board, at a meeting duly called and held, has by unanimous vote (i) determined that this Agreement and the Transactions, including the Company Mergers, are fair to, and in the best interests of, the Company and the holders of the Company Common Stock, (ii) approved and declared advisable this Agreement and the Transactions, including the Company Mergers, (iii) directed that this Agreement be submitted to the holders of Company Common Stock for its adoption, and (iv) resolved to recommend that the holders of Company Common Stock adopt this Agreement and approve the Transactions, including the Company Mergers (such recommendation described in clause (iv), the “Company Board Recommendation”). The Company, in its capacity as sole managing member of Heat OpCo, approving and declaring advisable this Agreement and the Transactions, including the OpCo Merger is the only vote of the holders of any class or series of Heat OpCo Membership Interests necessary to approve and adopt this Agreement and the OpCo Merger. Company Stockholder Approval is the only vote of the holders of any class or series of the Company Capital Stock necessary to approve and adopt this Agreement and the Company Mergers.

Authority; No Violations; Consents and Approvals. (ai) Each The Boards of Directors of the Company Parties has (A) approved the Merger, this Agreement and the Company Option Agreement, (B) declared the Merger, this Agreement and the Company Option Agreement to be advisable and in the best interests of the stockholders of the Company, and (C) resolved to recommend that the Company stockholders vote for the approval and adoption of the Merger and this Agreement. The directors of the Company have advised the Company and Parent that they intend to vote or cause to be voted all of the shares of Company Common Stock beneficially owned by them and their affiliates in favor of approval of the Merger and this Agreement. The Company has all requisite corporate power and authority to execute and deliver enter into this Agreement and each other Transaction Document to which any the Company Party is a party Option Agreement and, subject subject, with respect to the filing consummation of the Certificates Merger, to approval of this Agreement and the Merger by the stockholders of the Company in accordance with the Office DGCL and the Restated Certificate of Incorporation and Bylaws of the Secretary of State of the State of Delaware and the obtaining of Company Stockholder ApprovalCompany, to perform its obligations hereunder consummate the transactions contemplated hereby and thereunderthereby. The execution and delivery of this Agreement by and the Company Parties and each other Transaction Document to which any Company Party is a party Option Agreement and the consummation by each Company Party of the Transactions transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of each the Company, subject, with respect to consummation of the Merger, to approval of this Agreement and the Merger by the stockholders of the Company Parties (subject, only in accordance with respect to the consummation DGCL and the Restated Certificate of Incorporation and Bylaws of the Mergers, to obtaining Company Stockholder Approval), subject to the filing of the Certificates of Merger with the Office of the Secretary of State of the State of DelawareCompany. This Agreement and each other Transaction Document to which any the Company Party is a party has Option Agreement have been duly executed and delivered by each applicable the Company Partyand, and assuming subject, with respect to consummation of the due and valid execution Merger, to approval of this Agreement and each other Transaction Document to which any Company Party is a party the Merger by the other parties hereto stockholders of the Company in accordance with the DGCL and theretothe Restated Certificate of Incorporation and Bylaws of the Company, and assuming this Agreement and the Company Option Agreement constitutes a the valid and binding obligation of Parent and Merger Sub, as applicable, constitute valid and binding obligations of the applicable Company Parties enforceable against the applicable Company Parties, in accordance with its their terms, subject, as to enforceability, to bankruptcy, insolvency, reorganization, moratorium reorganization and other Laws laws of general applicability relating to or affecting creditors’ ' rights and to general principles of equity regardless of whether such enforceability is considered in a Proceeding in equity or at Law (collectively, “Creditors’ Rights”). The Company Board, at a meeting duly called and held, has by unanimous vote (i) determined that this Agreement and the Transactions, including the Company Mergers, are fair to, and in the best interests of, the Company and the holders of the Company Common Stock, (ii) approved and declared advisable this Agreement and the Transactions, including the Company Mergers, (iii) directed that this Agreement be submitted to the holders of Company Common Stock for its adoption, and (iv) resolved to recommend that the holders of Company Common Stock adopt this Agreement and approve the Transactions, including the Company Mergers (such recommendation described in clause (iv), the “Company Board Recommendation”). The Company, in its capacity as sole managing member of Heat OpCo, approving and declaring advisable this Agreement and the Transactions, including the OpCo Merger is the only vote of the holders of any class or series of Heat OpCo Membership Interests necessary to approve and adopt this Agreement and the OpCo Merger. Company Stockholder Approval is the only vote of the holders of any class or series of the Company Capital Stock necessary to approve and adopt this Agreement and the Company Mergersequity.

Authority; No Violations; Consents and Approvals. (a) Each of the The Company Parties has all requisite corporate power and authority to execute and deliver this Agreement and each other Transaction Document to which any Company Party is a party and, subject to the filing of the Certificates of Merger with the Office of the Secretary of State of the State of Delaware and the obtaining of Company Stockholder Approval, to perform its obligations hereunder and thereunderhereunder. The execution and delivery of this Agreement by the Company Parties and each other Transaction Document to which any Company Party is a party and the consummation by each the Company Party of the Transactions transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of each of the Company Parties (Company, subject, only with respect to the consummation of the MergersMerger, to obtaining the Company Stockholder Approval), subject to the filing of the Certificates of Merger with the Office of the Secretary of State of the State of Delaware. This Agreement and each other Transaction Document to which any Company Party is a party has been duly executed and delivered by each applicable the Company Partyand, and assuming the due and valid execution of this Agreement by Xxxxxx and each other Transaction Document to which any Company Party is a party by the other parties hereto and theretoMerger Sub, constitutes a valid and binding obligation of the applicable Company Parties enforceable against the applicable Company Parties, in accordance with its terms, subject, as to enforceability, to bankruptcy, insolvency, reorganization, moratorium and other Laws of general applicability relating to or affecting creditors’ rights and to general principles of equity regardless of whether such enforceability is considered in a Proceeding in equity or at Law law (collectively, “Creditors’ Rights”). The Company Board, at a meeting duly called and held, has by unanimous vote (i) determined that this Agreement and the Transactionstransactions contemplated hereby, including the Company MergersMerger, are fair to, and in the best interests of, the Company and the holders of the Company Common Stock, (ii) approved and declared advisable this Agreement and the Transactionstransactions contemplated hereby, including the Company Mergers, (iii) directed that this Agreement be submitted to the holders of Company Common Stock for its adoptionMerger, and (iviii) resolved to recommend that the holders of Company Common Stock approve and adopt this Agreement and approve the Transactionstransactions contemplated hereby, including the Company Mergers Merger (such recommendation described in this clause (iviii), the “Company Board Recommendation”). The Company, in its capacity as sole managing member of Heat OpCo, approving and declaring advisable this Agreement and the Transactions, including the OpCo Merger is the only vote of the holders of any class or series of Heat OpCo Membership Interests necessary to approve and adopt this Agreement and the OpCo Merger. Company Stockholder Approval is the only vote of the holders of any class or series of the Company Capital Stock necessary to approve and adopt this Agreement and the Company Mergerstransactions contemplated hereby, including the Merger.

Authority; No Violations; Consents and Approvals. (a) Each of the The Company Parties has all requisite corporate power and authority to execute and deliver this Agreement and each other Transaction Document to which any Company Party is a party and, subject to the filing of the Certificates of Merger with the Office of the Secretary of State of the State of Delaware and the obtaining of Company Stockholder Approval, to perform its obligations hereunder and thereunderhereunder. The execution and delivery of this Agreement by the Company Parties and each other Transaction Document to which any Company Party is a party and the consummation by each the Company Party of the Transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of each of the Company Parties (Company, subject, only with respect to the consummation of the MergersMerger, to obtaining the Company Stockholder Approval), subject to the filing of the Certificates of Merger with the Office of the Secretary of State of the State of Delaware. This Agreement and each other Transaction Document to which any Company Party is a party has been duly executed and delivered by each applicable the Company Partyand, and assuming the due and valid execution of this Agreement by Xxxxxx and each other Transaction Document to which any Company Party is a party by the other parties hereto and theretoMerger Sub, constitutes a valid and binding obligation of the applicable Company Parties enforceable against the applicable Company Parties, in accordance with its terms, subject, as to enforceability, to bankruptcy, insolvency, reorganization, moratorium and other Laws of general applicability relating to or affecting creditors’ rights and to general principles of equity regardless of whether such enforceability is considered in a Proceeding in equity or at Law law (collectively, “Creditors’ Rights”). The Company Board, at a meeting duly called and held, has by unanimous vote (i) determined that this Agreement and the TransactionsTransactions contemplated hereby, including the Company MergersMerger, are fair to, and in the best interests of, the Company and the holders of the Company Common Stock, (ii) approved and declared advisable this Agreement and the TransactionsTransactions contemplated hereby, including the Company Mergers, (iii) directed that this Agreement be submitted to the holders of Company Common Stock for its adoptionMerger, and (iviii) resolved to recommend that the holders of Company Common Stock approve and adopt this Agreement and approve the TransactionsTransactions contemplated hereby, including the Company Mergers Merger (such recommendation described in this clause (iviii), the “Company Board Recommendation”). The Company, in its capacity as sole managing member of Heat OpCo, approving and declaring advisable this Agreement and the Transactions, including the OpCo Merger is the only vote of the holders of any class or series of Heat OpCo Membership Interests necessary to approve and adopt this Agreement and the OpCo Merger. Company Stockholder Approval is the only vote of the holders of any class or series of the Company Capital Stock necessary to approve and adopt this Agreement and the Company MergersTransactions contemplated hereby, including the Merger.

Authority; No Violations; Consents and Approvals. (a) Each of the The Company Parties has all requisite corporate power and authority to execute and deliver this Agreement and each other Transaction Document to which any Company Party it is a party and, subject to filing the filing of the Certificates Certificate of Merger with the Office of the Secretary of State of the State of Delaware Delaware, filing the Articles of Merger with the VA SCC, and the issuance of a certificate of merger by the VA SCC and to obtaining of Company Stockholder Approval, to perform its obligations hereunder and thereunder. The execution and delivery of this Agreement by the Company Parties and each other Transaction Document to which any Company Party it is a party and the consummation by each the Company Party of the Transactions have been duly authorized by all necessary corporate action on the part of each of the Company Parties (Company, subject, only with respect to the consummation of the MergersCompany Merger, to obtaining Company Stockholder Approval), subject to and the filing of the Certificates Certificate of Merger with the Office of the Secretary of State of the State of Delaware, the filing of the Articles of Merger with the VA SCC, and the issuance of a certificate of merger by the VA SCC. This Agreement and each other Transaction Document to which any the Company Party is a party has been duly executed and delivered by each applicable Company Partythe Company, and assuming the due and valid execution of this Agreement and each other Transaction Document to which any Company Party it is a party by each of the Parent Parties and the other parties hereto and or thereto, constitutes a valid and binding obligation of the applicable Company Parties enforceable against the applicable Company Parties, in accordance with its terms, subject, as to enforceability, to bankruptcy, insolvency, reorganization, moratorium and other Laws of general applicability relating to or affecting creditors’ rights and to general principles of equity regardless of whether such enforceability is considered in a Proceeding in equity or at Law (collectively, “Creditors’ Rights”). The Company Board, at a meeting duly called and held, has by unanimous vote (i) determined that this Agreement Agreement, including the related Plan of Merger, and the Transactions, including the Company MergersMerger, are fair to, and in the best interests of, the Company and the holders of the Company Common Stock, (ii) approved and declared advisable this Agreement Agreement, including the related Plan of Merger, and the Transactions, including the Company MergersMerger, (iii) directed that this Agreement Agreement, including the related Plan of Merger, be submitted to the holders of Company Common Stock for its adoptionapproval, and (iv) resolved to recommend that the holders of Company Common Stock adopt approve this Agreement Agreement, including the related Plan of Merger, and approve the Transactions, including the Company Mergers Merger (such recommendation described in clause (iv), the “Company Board Recommendation”). The Company, in its capacity as sole managing member of Heat OpCo, approving and declaring advisable this Agreement and the Transactions, including the OpCo Merger is the only vote of the holders of any class or series of Heat OpCo Membership Interests necessary to approve and adopt this Agreement and the OpCo Merger. Company Stockholder Approval is the only vote of the holders of any class or series of the Company Capital Stock necessary to approve and adopt this Agreement Agreement, including the related Plan of Merger, and the Company MergersMerger.

Authority; No Violations; Consents and Approvals. (a) Each Parent, and, as of the Company Parties Closing, Merger Sub, has all requisite power and authority to execute and deliver this Agreement and each other Transaction Document to which any Company Party is a they are party and, subject to the filing of the Certificates Certificate of Merger with the Office of the Secretary of State of the State of Delaware and the Virginia State Corporation Commission and to obtaining of Company Stockholder Parent Shareholder Approval, to perform its obligations hereunder and thereunder. The execution and delivery of this Agreement by the Company Parties and each other Transaction Document to which any Company Party is a they are party and the consummation by each Company Party Parent, and, as of the Closing, Merger Sub, of the Transactions have been duly authorized by all necessary corporate action on the part of each Parent (subject to obtaining Parent Shareholder Approval) and, as of the Company Parties Closing, Merger Sub (subjectother than the adoption of this Agreement by Parent or the applicable wholly owned Subsidiary of Parent, only with respect as sole stockholder of Merger Sub, which will have occurred prior to the consummation of the Mergers, to obtaining Company Stockholder ApprovalClosing), subject to the filing of the Certificates Certificate of Merger with the Office of the Secretary of State of the State of DelawareDelaware and the Virginia State Corporation Commission and to obtaining Parent Shareholder Approval. This Agreement and each other Transaction Document to which any Company Party is a they are party has been duly executed and delivered by each applicable Company PartyParent, and, as of the Closing, Merger Sub, and assuming the due and valid execution of this Agreement and each other Transaction Document Documents to which any Company Party is a they are party by the Company and the other parties hereto and or thereto, constitutes a valid and binding obligation of Parent, and, as of the applicable Company Parties Closing, Merger Sub (as applicable), enforceable against Parent, and, as of the applicable Company PartiesClosing, Merger Sub, in accordance with its terms, subject, as to enforceability, enforceability to bankruptcy, insolvency, reorganization, moratorium and other Laws of general applicability relating to or affecting creditors’ rights and to general principles of equity regardless of whether such enforceability is considered in a Proceeding in equity or at Law (collectively, “Creditors’ Rights”). The Company Parent Board, at a meeting duly called and held, has by unanimous vote (i) determined that this Agreement and the Transactions, including the Company MergersParent Share Issuance, are fair toadvisable and in the best interests of Parent, (ii) approved the execution, delivery and performance by Parent of this Agreement and the consummation of the Transactions, including the Parent Share Issuance, and (iii) resolved to recommend that the holders of Parent Common Shares approve the Parent Share Issuance (such recommendation described in clause (iii), the “Parent Board Recommendation”). The board of directors of Merger Sub, at a meeting duly called and held prior to the Closing, will have by unanimous vote (A) determined that this Agreement and the Transactions, including the Company Merger, are advisable, and in the best interests of, the Company Merger Sub and the holders sole stockholder of the Company Common Stock, Merger Sub and (iiB) approved and declared advisable this Agreement and the Transactions, including the Company MergersMerger. Parent, (iii) directed that as the direct or indirect owner of all of the outstanding equity interests of Merger Sub as of the Closing, will adopt, or will cause the adoption of, this Agreement be submitted to by the holders applicable wholly owned Subsidiary of Company Common Stock for its adoption, and (iv) resolved to recommend Parent that is the holders sole member of Company Common Stock adopt this Agreement and approve the Transactions, including the Company Mergers (such recommendation described in clause (iv), the “Company Board Recommendation”)Merger Sub. The Company, in its capacity as sole managing member of Heat OpCo, approving and declaring advisable this Agreement and the Transactions, including the OpCo Merger is the only vote of the holders of any class or series of Heat OpCo Membership Interests necessary to approve and adopt this Agreement and the OpCo Merger. Company Stockholder Parent Shareholder Approval is the only vote of the holders of any class or series of the Company Capital Stock Parent Shares necessary to approve and adopt this Agreement and the Company MergersParent Share Issuance.

Authority; No Violations; Consents and Approvals. (a) Each of the Group Company Parties has all requisite corporate power and authority to execute and deliver this Agreement and each other Transaction Document to which any Company Party is a party and, subject to the filing of the Certificates of Merger with the Office of the Secretary of State of the State of Delaware and the obtaining of Company Stockholder Approval, to perform its obligations hereunder and thereunderhereunder. The execution and delivery of this Agreement by the each Group Company Parties and each other Transaction Document to which any Company Party is a party and the consummation by each Group Company Party of the Transactions have been duly authorized by all necessary corporate action on the part of each of the Company Parties (such Group Company, subject, only with respect to the consummation of the MergersMerger, to obtaining the Company Stockholder Approval), subject to Approval and the filing of the Certificates Certificate of First Merger and Certificate of Second Merger with the Office of the Secretary of State of the State of Delaware. This Agreement and each other Transaction Document to which any Company Party is a party has been duly executed and delivered by each applicable Group Company Partyand, and assuming the due and valid execution of this Agreement by Parent and each other Transaction Document to which any Company Party is a party by the other parties hereto and theretoMerger Subs, constitutes a valid and binding obligation of the applicable each Group Company Parties enforceable against the applicable such Group Company Parties, in accordance with its terms, subject, as to enforceability, to bankruptcy, insolvency, reorganization, moratorium and other Laws of general applicability relating to or affecting creditors’ rights and to general principles of equity regardless of whether such enforceability is considered in a Proceeding in equity or at Law (collectively, “Creditors’ Rights”). The Company Board, at a meeting duly called and held, has by unanimous vote (iA) determined that this Agreement and the Transactions, including the Company MergersMerger, are fair and reasonable to, and advisable and in the best interests of, the Company and the holders of the Company Common Stock, (iiB) approved and declared advisable this Agreement and the Transactions, including consummation of the Company Mergers, (iii) directed that this Agreement be submitted to the holders of Company Common Stock for its adoption, Transactions and (ivC) resolved to recommend that the holders of Company Common Stock approve and adopt this Agreement and approve the Transactions, including the Company Mergers Transactions (such recommendation described in this clause (ivC), the “Company Board Recommendation”). The Company, Company has duly adopted resolutions in its capacity as sole the managing member of Heat OpCoHoldings pursuant to which the Company has determined that this Agreement and the Transactions are fair and reasonable to, approving and declaring advisable and in the best interests of, Holdings and its members, approved and declared advisable this Agreement and the Transactions, including the OpCo Merger is the only vote consummation of the holders of any class or series of Heat OpCo Membership Interests necessary to approve Transactions and adopt authorized Holdings’ entry into this Agreement and consummation of the OpCo MergerTransactions (the “Holdings Managing Member Approval”). The Company Stockholder Approval is the only vote approval of the holders of any class or series of the Company Capital Stock necessary to approve and adopt this Agreement and the Company MergersMerger. The Holdings Managing Member Approval is the only approval of the members of or holders of limited liability company interests in Holdings necessary to approve this Agreement and Holdings’ consummation of the Transactions contemplated hereby.

Authority; No Violations; Consents and Approvals. (a) Each of the The Company Parties has all requisite corporate power and authority to execute and deliver this Agreement and each other Transaction Document to which any Company Party is a party and, subject to the filing of the Certificates of Merger with the Office of the Secretary of State of the State of Delaware and the obtaining of Company Stockholder Approval, to perform its obligations hereunder and thereunderhereunder. The execution and delivery of this Agreement by the Company Parties and each other Transaction Document to which any Company Party is a party and the consummation by each the Company Party of the Transactions have been duly authorized by all necessary corporate action on the part of each of the Company Parties (Company, subject, only with respect to the consummation of the MergersMerger, to obtaining the Company Stockholder Approval), subject to the filing of the Certificates of Merger with the Office of the Secretary of State of the State of Delaware. This Agreement and each other Transaction Document to which any Company Party is a party has been duly executed and delivered by each applicable the Company Partyand, and assuming the due and valid execution of this Agreement by Parent and each other Transaction Document to which any Company Party is a party by the other parties hereto and theretoMerger Sub, constitutes a valid and binding obligation of the applicable Company Parties enforceable against the applicable Company Parties, in accordance with its terms, subject, as to enforceability, to bankruptcy, insolvency, reorganization, moratorium and other Laws of general applicability relating to or affecting creditors’ rights and to general principles of equity regardless of whether such enforceability is considered in a Proceeding in equity or at Law law (collectively, “Creditors’ Rights”). The Company Board, at a meeting duly called and held, has by unanimous vote (i) determined that this Agreement and the Transactionstransactions contemplated hereby, including the Company MergersMerger, are fair to, and in the best interests of, the Company and the holders of the Company Common StockCompany’s stockholders, (ii) approved and declared advisable this Agreement and the Transactionstransactions contemplated hereby, including the Company MergersMerger, (iii) took all appropriate and necessary actions to render any and all limitations on mergers, business combinations and ownership of shares of Company Common Stock as set forth in the Company’s Organizational Documents or in any state takeover statute (including, without limitation, Section 203 of the DGCL) to be inapplicable to the transactions contemplated by this Agreement (including the Integrated Merger) and the Voting Agreement (iv) directed that this Agreement be submitted to the holders of Company Common Stock for its adoption, adoption and (ivv) resolved to recommend recommended that the holders of Company Common Stock approve and adopt this Agreement and approve the Transactionstransactions contemplated hereby, including the Company Mergers Merger (such recommendation described in clause (ivv), the “Company Board Recommendation”). The Company, in its capacity as sole managing member of Heat OpCo, approving and declaring advisable this Agreement and the Transactions, including the OpCo Merger is the only vote of the holders of any class or series of Heat OpCo Membership Interests necessary to approve and adopt this Agreement and the OpCo Merger. Company Stockholder Approval is the only vote of the holders of any class or series of the Company Capital Stock Company’s capital stock necessary to approve and adopt this Agreement and the Company MergersMerger.

Authority; No Violations; Consents and Approvals. (ai) Each of the The Company Parties has all requisite corporate power and authority to execute and deliver enter into this Agreement and each any other documents or agreements contemplated hereby (together with this Agreement, the “Transaction Document Documents”) to which any Company Party it is a party and, subject subject, with respect to the filing consummation of the Certificates Merger, to approval of this Agreement and the Merger by the stockholders of the Company in accordance with the Office of the Secretary of State of the State of Delaware DGCL and the obtaining of Company Stockholder ApprovalCharter and the Bylaws, to perform its obligations hereunder consummate the transactions contemplated hereby and thereunderthereby. The execution and delivery of this Agreement by the Company Parties and each other Transaction Document to which any Company Party is a party Documents and the consummation by each Company Party of the Transactions transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of each the Company, subject, with respect to consummation of the Merger, to approval of this Agreement and the Merger by the stockholders of the Company Parties (subject, only in accordance with respect to the consummation DGCL and the Company Charter and Bylaws. Each of the Mergers, to obtaining Company Stockholder Approval), subject to the filing of the Certificates of Merger with the Office of the Secretary of State of the State of Delaware. This Agreement and each other Transaction Document to which any Company Party is a party Documents has been duly executed and delivered by each applicable the Company Partyand, subject, with respect to consummation of the Merger, to approval of this Agreement and the Merger by the stockholders of the Company in accordance with the DGCL and the Company Charter and Bylaws, and assuming the due Transaction Documents constitute the valid and valid execution binding obligation of this Agreement Parent and each other Transaction Document to which any Company Party is a party by the other parties hereto and theretoMerger Sub, constitutes a valid and binding obligation of the applicable Company Parties enforceable against the applicable Company Parties, in accordance with its terms, subject, as to enforceability, to bankruptcy, insolvency, reorganization, moratorium and other Laws laws of general applicability relating to or affecting creditors’ rights and to general principles of equity (regardless of whether such enforceability is considered in a Proceeding proceeding in equity or at Law (collectively, “Creditors’ Rights”law). The Company Board, at a meeting has delivered to Parent certified copies of resolutions duly called adopted by the Company’s board of directors evidencing the approval and held, has by unanimous vote (i) determined that adoption of this Agreement and the Transactions, including approval of the Company Mergers, are fair to, and in the best interests of, the Company Merger and the holders of the Company Common Stock, (ii) approved and declared advisable this Agreement and the Transactions, including the Company Mergers, (iii) directed that this Agreement be submitted to the holders of Company Common Stock for its adoption, and (iv) resolved to recommend that the holders of Company Common Stock adopt this Agreement and approve the Transactions, including the Company Mergers (such recommendation described in clause (iv), the “Company Board Recommendation”). The Company, in its capacity as sole managing member of Heat OpCo, approving and declaring advisable this Agreement and the Transactions, including the OpCo Merger is the only vote of the holders of any class or series of Heat OpCo Membership Interests necessary to approve and adopt this Agreement and the OpCo Merger. Company Stockholder Approval is the only vote of the holders of any class or series of the Company Capital Stock necessary to approve and adopt this Agreement and the Company Mergersother transactions contemplated hereby.

Authority; No Violations; Consents and Approvals. (a) Each of the The Company Parties has all requisite corporate power and authority to execute and deliver this Agreement and each other Transaction Document to which any Company Party is a party and, subject to the filing of the Certificates of Merger with the Office of the Secretary of State of the State of Delaware and the obtaining of Company Stockholder Approval, to perform its obligations hereunder and thereunderhereunder. The execution and delivery of this Agreement by the Company Parties and each other Transaction Document to which any Company Party is a party and the consummation by each the Company Party of the Transactions have been duly authorized by all necessary corporate action on the part of each of the Company Parties (Company, subject, only with respect to the consummation of the MergersMerger, to obtaining the Company Stockholder Approval), subject to Approval and the filing of the Certificates Certificate of Merger with the Office of the Secretary of State of the State of Delaware. This Agreement and each other Transaction Document to which any Company Party is a party has been duly executed and delivered by each applicable the Company Partyand, and assuming the due and valid execution of this Agreement by Parent and each other Transaction Document to which any Company Party is a party by the other parties hereto and theretoMerger Sub, constitutes a valid and binding obligation of the applicable Company Parties enforceable against the applicable Company Parties, in accordance with its terms, subject, as to enforceability, to bankruptcy, insolvency, reorganization, moratorium and other Laws of general applicability relating to or affecting creditors’ rights and to general principles of equity regardless of whether such enforceability is considered in a Proceeding in equity or at Law (collectively, “Creditors’ Rights”). The Company Board, at a meeting duly called and held, has by unanimous vote (i) determined that this Agreement and the Transactionstransactions contemplated hereby, including the Company MergersMerger, are fair to, and in the best interests of, the Company and the holders of the Company Common Stock, (ii) approved and declared advisable this Agreement and the Transactionstransactions contemplated hereby, including the Company Mergers, (iii) directed that this Agreement be submitted to the holders of Company Common Stock for its adoptionMerger, and (iviii) resolved to recommend that the holders of Company Common Stock approve and adopt this Agreement and approve the Transactionstransactions contemplated hereby, including the Company Mergers Merger (such recommendation described in clause (iviii), the “Company Board Recommendation”). The Company, in its capacity as sole managing member of Heat OpCo, approving and declaring advisable this Agreement and the Transactions, including the OpCo Merger is the only vote of the holders of any class or series of Heat OpCo Membership Interests necessary to approve and adopt this Agreement and the OpCo Merger. Company Stockholder Approval is the only vote of the holders of any class or series of the Company Capital Stock necessary to approve and adopt this Agreement and the Company MergersMerger.

Authority; No Violations; Consents and Approvals. (ai) Each of the Parent, Company Parties Merger Sub and Blocker Merger Sub has all requisite corporate or limited liability company power and authority to execute and deliver this Agreement and each other Transaction Document Ancillary Agreement and to which any Company Party is a party and, subject to consummate the filing of the Certificates of Merger with the Office of the Secretary of State of the State of Delaware transactions contemplated hereby and the obtaining of Company Stockholder Approval, to perform its obligations hereunder and thereunderthereby. The execution and delivery of this Agreement and the Ancillary Agreements by the Parent, Company Parties Merger Sub and each other Transaction Document to which any Company Party is a party Blocker Merger Sub and the consummation by each Parent, Company Party Merger Sub and Blocker Merger Sub of the Transactions transactions contemplated hereby and thereby have been duly authorized by all necessary corporate or limited liability company action on the part of each of the Parent, Company Parties (subjectMerger Sub and Blocker Merger Sub, only other than with respect to Parent the consummation receipt of the Mergers, to obtaining Company Parent Stockholder Approval), subject to the filing of the Certificates of Merger with the Office of the Secretary of State of the State of Delaware. This Agreement and and, when executed, each other Transaction Document to which any Company Party is a party Ancillary Agreement, has been duly executed and delivered by each applicable of Parent, Company PartyMerger Sub and Blocker Merger Sub, and and, assuming the due and valid execution of this Agreement constitutes the valid and each other Transaction Document to which any Company Party is a party by binding obligation of the other parties hereto and theretohereto, constitutes a valid and binding obligation of the applicable each of Parent, Company Parties Merger Sub and Blocker Merger Sub enforceable against the applicable Company Parties, in accordance with its terms, subject, subject as to enforceability, to bankruptcy, insolvency, reorganization, moratorium and other Laws laws of general applicability relating to or affecting creditors’ rights and to general principles of equity (regardless of whether such enforceability is considered in a Proceeding proceeding in equity or at Law (collectively, “Creditors’ Rights”law). The Company Board, at a meeting duly called and held, has by unanimous vote (i) determined that this Agreement and the Transactions, including the Company Mergers, are fair to, and in the best interests of, the Company and the holders of the Company Common Stock, (ii) approved and declared advisable this Agreement and the Transactions, including the Company Mergers, (iii) directed that this Agreement be submitted to the holders of Company Common Stock for its adoption, and (iv) resolved to recommend that the holders of Company Common Stock adopt this Agreement and approve the Transactions, including the Company Mergers (such recommendation described in clause (iv), the “Company Board Recommendation”). The Company, in its capacity as sole managing member of Heat OpCo, approving and declaring advisable this Agreement and the Transactions, including the OpCo Merger is the only vote of the holders of any class or series of Heat OpCo Membership Interests necessary to approve and adopt this Agreement and the OpCo Merger. Company Stockholder Approval is the only vote of the holders of any class or series of the Company Capital Stock necessary to approve and adopt this Agreement and the Company Mergers.

Authority; No Violations; Consents and Approvals. (a) Each of the The Company Parties has all requisite corporate power and authority to execute and deliver this Agreement and each other Transaction Document to which any Company Party is a party and, subject to the filing of the Certificates of Merger with the Office of the Secretary of State of the State of Delaware and the obtaining of Company Stockholder Approval, to perform its obligations hereunder and thereunderhereunder. The execution and delivery of this Agreement by the Company Parties and each other Transaction Document to which any Company Party is a party and the consummation by each the Company Party of the Transactions have been duly authorized by all necessary corporate action on the part of each of the Company Parties (Company, subject, only with respect to the consummation of the Mergers, to obtaining the Company Stockholder Approval), subject to Approval and the filing of the Certificates of Merger with the Office of the Secretary of State of the State of Delaware. This Agreement and each other Transaction Document to which any Company Party is a party has been duly executed and delivered by each applicable Company Partythe Company, and assuming the due and valid execution of this Agreement by Parent, US Holdings, Merger Sub 1 and each other Transaction Document to which any Company Party is a party by the other parties hereto and theretoMerger Sub 2, constitutes a valid and binding obligation of the applicable Company Parties enforceable against the applicable Company Parties, in accordance with its terms, subject, as to enforceability, to bankruptcy, insolvency, reorganization, moratorium and other Laws of general applicability relating to or affecting creditors’ rights and to general principles of equity regardless of whether such enforceability is considered in a Proceeding in equity or at Law (collectively, “Creditors’ Rights”). The Company Board, at a meeting duly called and held, has by unanimous vote (i) determined that this Agreement and the Transactions, including the Company Mergers, are fair to, and in the best interests of, the Company and the holders of the Company Common Stock, (ii) approved and declared advisable this Agreement and the Transactions, including the Company Mergers, (iii) directed that this Agreement be submitted to the holders of Company Common Stock for its adoption, and (iv) resolved to recommend that the holders of Company Common Stock adopt this Agreement and approve the Transactions, including at the Company Mergers Stockholders Meeting (such recommendation described in clause (iv), the “Company Board Recommendation”). The Company, in its capacity as sole managing member of Heat OpCo, approving and declaring advisable this Agreement and the Transactions, including the OpCo Merger is the only vote of the holders of any class or series of Heat OpCo Membership Interests necessary to approve and adopt this Agreement and the OpCo Merger. Company Stockholder Approval is the only vote of the holders of any class or series of the Company Capital Stock necessary to adopt and approve and adopt this Agreement and the Company Mergers.

Authority; No Violations; Consents and Approvals. (a) Each of the The Company Parties has all requisite corporate power and authority to execute and deliver this Agreement and each other Transaction Document to which any Company Party is a party andAgreement, subject to the filing of the Certificates of Merger with the Office of the Secretary of State of the State of Delaware and the obtaining of Company Stockholder Approval, to perform its obligations hereunder and thereunderto consummate the Transactions, subject, with respect to consummation of the Merger, to the Company Stockholder Approval. The execution and delivery of this Agreement by the Company Parties and each other Transaction Document to which any Company Party is a party and the consummation by each the Company Party of the Transactions have been duly authorized by all necessary corporate action on the part of each of the Company Parties (Company, subject, only with respect to the consummation of the MergersMerger, to obtaining the Company Stockholder Approval), subject to the filing of the Certificates of Merger with the Office of the Secretary of State of the State of Delaware. This Agreement has been, and each the other Transaction Document Documents to which any the Company Party is will be a party has been will be, duly executed and delivered by each applicable the Company Partyand, and assuming the due and valid execution of this Agreement and each the other Transaction Document Documents to which any Company Party is the Parent, Merger Sub 1 or Merger Sub 2 will be a party by the other parties hereto Parent, Merger Sub 1 and theretoMerger Sub 2, constitutes a valid and binding obligation of the applicable Company Parties enforceable against the applicable Company Parties, in accordance with its terms, subject, as to enforceability, to bankruptcy, insolvency, reorganization, moratorium and other Laws of general applicability relating to or affecting creditors’ rights and to general principles of equity regardless of whether such enforceability is considered in a Proceeding in equity or at Law law (collectively, “Creditors’ Rights”). The Company Board, at a meeting duly called and held, has by unanimous vote unanimously: (i) determined that this Agreement and the Transactions, including the Company MergersFirst Merger, are fair to, and in the best interests of, the Company and the holders of the Company Common StockCompany’s stockholders, (ii) adopted and approved and declared advisable this Agreement and the Transactions, including the Company MergersFirst Merger, (iii) directed that this Agreement be submitted to the holders of Company Common Stock for its adoption, approval and (iv) resolved to recommend recommended that the holders of Company Common Stock adopt approve this Agreement and approve the Transactions, including the Company Mergers First Merger (such recommendation described in clause (iv), the “Company Board Recommendation”). Prior to the foregoing approval by the Company Board, there was no agreement, arrangement or understanding regarding the Merger or the other Transactions. The Company, in its capacity as sole managing member of Heat OpCo, approving and declaring advisable this Agreement and the Transactions, including the OpCo Merger is the only vote of the holders of any class or series of Heat OpCo Membership Interests necessary to approve and adopt this Agreement and the OpCo Merger. Company Stockholder Approval is the only vote of the holders of any class or series of the Company Capital Stock Company’s capital stock necessary to approve and adopt this Agreement and the Company MergersFirst Merger.

Authority; No Violations; Consents and Approvals. (a) Each of the The Company Parties has all requisite corporate power and authority to execute and deliver this Agreement and each other Transaction Document to which any Company Party is a party and, subject to the filing of the Certificates Certificate of Merger with the Office of the Secretary of State of the State of Delaware and the obtaining of Company Stockholder ApprovalDelaware, to perform its obligations hereunder and thereunderhereunder. The execution and delivery of this Agreement by the Company Parties and each other Transaction Document to which any Company Party is a party and the consummation by each the Company Party of the Transactions have been duly authorized by all necessary corporate action on the part of each of the Company Parties (Company, subject, only with respect to the consummation of the MergersMerger, to obtaining the Company Stockholder Approval), subject to Approval and the filing of the Certificates Certificate of Merger with the Office of the Secretary of State of the State of Delaware. This Agreement and each other Transaction Document to which any Company Party is a party has been duly executed and delivered by each applicable Company Partythe Company, and assuming the due and valid execution of this Agreement by Parent and each other Transaction Document to which any Company Party is a party by the other parties hereto and theretoMerger Sub, constitutes a valid and binding obligation of the applicable Company Parties enforceable against the applicable Company Parties, in accordance with its terms, subject, as to enforceability, to bankruptcy, insolvency, reorganization, moratorium and other Laws of general applicability relating to or affecting creditors’ rights and to general principles of equity regardless of whether such enforceability is considered in a Proceeding in equity or at Law (collectively, “Creditors’ Rights”). The Company Board, at a meeting duly called and held, has by unanimous vote (i) determined that this Agreement and the Transactions, including the Company MergersMerger, are fair to, and in the best interests of, the Company and the holders of the Company Common Stock, (ii) approved and declared advisable this Agreement and the Transactions, including the Company MergersMerger, (iii) directed that this Agreement be submitted to the holders of Company Common Stock for its adoption, and (iv) resolved to recommend that the holders of Company Common Stock approve and adopt this Agreement and approve the Transactions, including the Company Mergers Merger, (such recommendation described in clause (iv), the “Company Board Recommendation”). The Company, in its capacity as sole managing member of Heat OpCo, approving and declaring advisable this Agreement and the Transactions, including the OpCo Merger is the only vote of the holders of any class or series of Heat OpCo Membership Interests necessary to approve and adopt this Agreement and the OpCo Merger. Company Stockholder Approval is the only vote of the holders of any class or series of the Company Capital Stock necessary to approve and adopt this Agreement and the Company MergersMerger.

Authority; No Violations; Consents and Approvals. (ai) Each The Board of Directors of NDS has approved the Merger and this Merger Agreement, by vote of the Company Parties directors with no negative vote, and declared the Merger and this Merger Agreement to be in the best interests of the stockholders of NDS. The directors of NDS have advised NDS and UEC that they intend to vote or cause to be voted all of the shares of NDS Common Stock for which they have voting power in favor of approval of the Merger and this Merger Agreement. NDS has all requisite corporate power and authority to execute and deliver enter into this Merger Agreement and, subject, with respect to consummation of the Merger, to approval of this Merger Agreement and each other Transaction Document to which any Company Party is a party and, subject to the filing Merger by the stockholders of the Certificates of Merger NDS in accordance with the Office of the Secretary of State of the State of Delaware and the obtaining of Company Stockholder ApprovalDGCL, to perform its obligations hereunder and thereunderconsummate the transactions contemplated hereby. The execution and delivery of this Merger Agreement by the Company Parties and each other Transaction Document to which any Company Party is a party and the consummation by each Company Party of the Transactions transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of each of the Company Parties (NDS, subject, only with respect to the consummation of the MergersMerger, to obtaining Company Stockholder Approval), subject to approval of this Merger Agreement and the filing Merger by the stockholders of the Certificates of Merger NDS in accordance with the Office of the Secretary of State of the State of DelawareDGCL. This Merger Agreement and each other Transaction Document to which any Company Party is a party has been duly executed and delivered by each applicable Company PartyNDS and, subject, with respect to consummation of the Merger, to approval of this Merger Agreement and the Merger by the stockholders of NDS in accordance with the DGCL, and assuming this Merger Agreement constitutes the due valid and valid execution binding obligation of this Agreement UEC and each other Transaction Document to which any Company Party is a party by the other parties hereto and theretoSub, constitutes a valid and binding obligation of the applicable Company Parties NDS enforceable against the applicable Company Parties, in accordance with its terms, subject, as to enforceability, to bankruptcy, insolvency, reorganization, moratorium reorganization and other Laws laws of general applicability relating to or affecting effecting creditors’ ' rights and to general principles of equity regardless of whether such enforceability is considered in a Proceeding in equity or at Law (collectively, “Creditors’ Rights”). The Company Board, at a meeting duly called and held, has limitations imposed on indemnity obligations by unanimous vote (i) determined that this Agreement applicable federal and the Transactions, including the Company Mergers, are fair to, and in the best interests of, the Company and the holders of the Company Common Stock, (ii) approved and declared advisable this Agreement and the Transactions, including the Company Mergers, (iii) directed that this Agreement be submitted to the holders of Company Common Stock for its adoption, and (iv) resolved to recommend that the holders of Company Common Stock adopt this Agreement and approve the Transactions, including the Company Mergers (such recommendation described in clause (iv), the “Company Board Recommendation”). The Company, in its capacity as sole managing member of Heat OpCo, approving and declaring advisable this Agreement and the Transactions, including the OpCo Merger is the only vote of the holders of any class or series of Heat OpCo Membership Interests necessary to approve and adopt this Agreement and the OpCo Merger. Company Stockholder Approval is the only vote of the holders of any class or series of the Company Capital Stock necessary to approve and adopt this Agreement and the Company Mergersstate securities laws.

Authority; No Violations; Consents and Approvals. (a) Each of the The Company Parties has all requisite corporate power and authority to execute and deliver this Agreement and each other Transaction Document to which any Company Party is a party andAgreement, subject to the filing of the Certificates of Merger with the Office of the Secretary of State of the State of Delaware and the obtaining of Company Stockholder Approval, to perform its obligations hereunder and thereunderto consummate the Transactions, subject, with respect to consummation of the Merger, to the Company Shareholder Approval. The execution and delivery of this Agreement by the Company Parties and each other Transaction Document to which any Company Party is a party and the consummation by each the Company Party of the Transactions have been duly authorized by all necessary corporate action on the part of each of the Company Parties (Company, subject, only with respect to the consummation of the MergersMerger, to obtaining the Company Stockholder Shareholder Approval), subject to the filing of the Certificates of Merger with the Office of the Secretary of State of the State of Delaware. This Agreement and each other Transaction Document to which any Company Party is a party has been duly executed and delivered by each applicable the Company Partyand, and assuming the due and valid execution of this Agreement by Parent and each other Transaction Document to which any Company Party is a party by the other parties hereto and theretoMerger Sub, constitutes a valid and binding obligation of the applicable Company Parties enforceable against the applicable Company Parties, in accordance with its terms, subject, as to enforceability, to bankruptcy, insolvency, reorganization, moratorium and other Laws of general applicability relating to or affecting creditors’ rights and to general principles of equity regardless of whether such enforceability is considered in a Proceeding in equity or at Law law (collectively, “Creditors’ Rights”). The Company Board, at a meeting duly called and held, has by unanimous vote unanimously: (i) determined that this Agreement and the Transactionstransactions contemplated hereby, including the Company MergersMerger, are fair to, and in the best interests of, the Company and the holders of the Company Common StockCompany’s shareholders, (ii) adopted and approved and declared advisable this Agreement and the Transactionstransactions contemplated hereby, including the Company MergersMerger, and (iii) directed that this Agreement be submitted to the holders of Company Common Stock for its adoption, approval and (iv) resolved to recommend recommended that the holders of Company Common Stock adopt approve this Agreement and approve the Transactionstransactions contemplated hereby, including the Company Mergers Merger (such recommendation described in clause (iv), the “Company Board Recommendation”). The Company, in its capacity as sole managing member of Heat OpCo, approving and declaring advisable this Agreement and the Transactions, including the OpCo Merger is the only vote of the holders of any class or series of Heat OpCo Membership Interests necessary to approve and adopt this Agreement and the OpCo Merger. Company Stockholder Shareholder Approval is the only vote of the holders of any class or series of the Company Capital Stock Company’s capital stock necessary to approve and adopt this Agreement and the Company MergersMerger.

Authority; No Violations; Consents and Approvals. (ai) Each The Board of Directors of the Company Parties has approved and declared advisable the Merger and this Agreement and has directed that the Merger and this Agreement be submitted for the approval of the stockholders of the Company. The Company has all requisite power and authority to execute and deliver enter into this Agreement and each all other documents to be executed in connection with the transactions contemplated hereby (collectively, the "Transaction Document Documents") to which any the Company Party is a party and, subject subject, with respect to the filing consummation of the Certificates of Merger with the Office Merger, to receipt of the Secretary of State of the State of Delaware and the obtaining of Company Stockholder Approval, to perform its obligations hereunder consummate the transactions contemplated hereby and thereunderthereby. The execution and delivery of this Agreement by the Transaction Documents to which the Company Parties and each other Transaction Document to which any Company Party is a party and the consummation by each Company Party of the Transactions transactions contemplated hereby or thereby have been duly authorized by all necessary action on the part of each of the Company Parties (and each applicable Subsidiary, subject, only with respect to the consummation of the MergersMerger, to obtaining Company receipt of the Stockholder Approval), subject to no other action by the filing Company's board of the Certificates of Merger with the Office of the Secretary of State of the State of Delawaredirectors being required. This Agreement and each other The Transaction Document Documents to which any the Company Party is a party has have been duly executed and delivered by the Company and each applicable Company PartySubsidiary and, subject, with respect to the consummation of the Merger, to receipt of the Stockholder Approval, and assuming the due and valid execution of this Agreement and each other Transaction Document Documents to which any Company Party is a party by the other Concentra and Mergeco are parties hereto and thereto, constitutes a constitute valid and binding obligation obligations of Concentra and Mergeco, constitute valid and binding obligations of the Company and each applicable Company Parties Subsidiary, enforceable against the applicable Company Parties, in accordance with its their terms, subject, as to enforceability, to bankruptcy, insolvency, reorganization, moratorium and other Laws laws of general applicability relating to or affecting creditors’ ' rights and to general principles of equity (regardless of whether such enforceability is considered in a Proceeding proceeding in equity or at Law (collectively, “Creditors’ Rights”law). The Company Board, at a meeting duly called and held, has by unanimous vote (i) determined that this Agreement and the Transactions, including the Company Mergers, are fair to, and in the best interests of, the Company and the holders of the Company Common Stock, (ii) approved and declared advisable this Agreement and the Transactions, including the Company Mergers, (iii) directed that this Agreement be submitted to the holders of Company Common Stock for its adoption, and (iv) resolved to recommend that the holders of Company Common Stock adopt this Agreement and approve the Transactions, including the Company Mergers (such recommendation described in clause (iv), the “Company Board Recommendation”). The Company, in its capacity as sole managing member of Heat OpCo, approving and declaring advisable this Agreement and the Transactions, including the OpCo Merger is the only vote of the holders of any class or series of Heat OpCo Membership Interests necessary to approve and adopt this Agreement and the OpCo Merger. Company Stockholder Approval is the only vote of the holders of any class or series of the Company Capital Stock necessary to approve and adopt this Agreement and the Company Mergers.

Authority; No Violations; Consents and Approvals. (ai) Each The Board of Directors of the Company Parties has duly approved the Merger and this Merger Agreement in accordance with the Company's Articles of Incorporation, the Ohio Law and all agreements between the Company and the holders of Company Preferred Stock, and have declared the Merger and this Merger Agreement to be in the best interests of the stockholders of the Company. The Company has all requisite corporate power and authority to execute and deliver enter into this Merger Agreement and each other Transaction Document any Related Documents to which any Company Party it is a party and to consummate the transactions contemplated hereby. Each of the Management Stockholders, and, subject to the filing knowledge of the Certificates of Merger with the Office Company, each of the Secretary of State of the State of Delaware Venture Stockholders, has all necessary legal capacity to enter into this Merger Agreement and the obtaining of Company Stockholder Approval, any Related Documents to which such Management Stockholders and Venture Stockholders are parties and to perform its their respective obligations hereunder and thereunder. The execution execution, delivery and delivery performance of this Merger Agreement and any Related Documents by the Company Parties and each other Transaction Document to which any Company Party is a party and the consummation by each the Company Party of the Transactions transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of each of the Company Parties (subjectCompany, only with respect to except for securing the consummation of the Mergers, to obtaining requisite Company Stockholder ApprovalApproval (described in Section 4.1(e), subject to the filing of the Certificates of Merger with the Office of the Secretary of State of the State of Delaware). This Merger Agreement and each other Transaction Document to which any Company Party is a party has been duly executed and delivered by the Company. Assuming this Merger Agreement constitutes the valid and binding obligation of each applicable of Parent and Sub, subject to securing the Company PartyStockholder Approval, and assuming the due and valid execution of this Merger Agreement and each other Transaction Document to which any Company Party is a party by the other parties hereto and thereto, also constitutes a valid and binding obligation of the applicable Company Parties and each of the Management Stockholders and, to the knowledge of the Company and the Management Stockholders, as to Sections 3.3, 6.5, 6.10 and Article VIII, of each of the Venture Stockholders, enforceable against the applicable Company Parties, in accordance with its terms, subject, as to enforceability, except that (i) such enforcement may be subject to bankruptcy, insolvency, reorganization, moratorium and or other Laws of general applicability similar laws or judicial decisions now or hereafter in effect relating to or affecting creditors’ ' rights generally and to general principles of equity regardless of whether such enforceability is considered in a Proceeding in equity or at Law (collectively, “Creditors’ Rights”). The Company Board, at a meeting duly called and held, has by unanimous vote (i) determined that this Agreement and the Transactions, including the Company Mergers, are fair to, and in the best interests of, the Company and the holders of the Company Common Stock, (ii) approved the remedy of specific performance and declared advisable this Agreement injunctive relief may be subject to equitable defenses and the Transactions, including the Company Mergers, (iii) directed that this Agreement be submitted to the holders of Company Common Stock for its adoption, and (iv) resolved to recommend that the holders of Company Common Stock adopt this Agreement and approve the Transactions, including the Company Mergers (such recommendation described in clause (iv), the “Company Board Recommendation”). The Company, in its capacity as sole managing member of Heat OpCo, approving and declaring advisable this Agreement and the Transactions, including the OpCo Merger is the only vote discretion of the holders of court before which any class or series of Heat OpCo Membership Interests necessary to approve and adopt this Agreement and the OpCo Merger. Company Stockholder Approval is the only vote of the holders of any class or series of the Company Capital Stock necessary to approve and adopt this Agreement and the Company Mergersproceeding therefor may be brought.

Authority; No Violations; Consents and Approvals. (a) Each of the The Company Parties has all requisite corporate power and authority to execute and deliver this Agreement and each other Transaction Document to which any perform its obligations hereunder. The execution and delivery of this Agreement by the Company Party is a party andand the consummation by the Company of the Merger have been duly authorized by all necessary corporate action on the part of the Company, subject with respect to the consummation of the Merger, to Company Stockholder Approval and the filing of the Certificates Certificate of Merger with the Office of the Secretary of State of the State of Delaware Texas and the obtaining of Company Stockholder Approval, to perform its obligations hereunder and thereunder. The execution and delivery of this Agreement by the Company Parties and each other Transaction Document to which any Company Party is a party and the consummation by each Company Party of the Transactions have been duly authorized by all necessary action on the part of each of the Company Parties (subject, only with respect to the consummation of the Mergers, to obtaining Company Stockholder Approval), subject to the filing of the Certificates of Merger with the Office of the Secretary of State of the State of Delaware. This Agreement and each other Transaction Document to which any Company Party is a party has been duly executed and delivered by each applicable the Company Partyand, and assuming the due and valid execution of this Agreement and each other Transaction Document to which any Company Party is a party by the other parties hereto and theretoIsla Parties, constitutes a valid and binding obligation of the applicable Company Parties enforceable against the applicable Company Parties, in accordance with its terms, subject, as to enforceability, to bankruptcy, insolvency, reorganization, moratorium and other Laws of general applicability relating to or affecting creditors’ rights and to general principles of equity regardless of whether such enforceability is considered in a Proceeding in equity or at Law (collectively, “Creditors’ Rights”). The Company Board, at a meeting duly called and held, has by unanimous vote (i) determined that this Agreement Agreement, the Merger and the other Transactions, including the Company Mergers, are fair to, and in the best interests of, the Company and the holders of the Company Common Stock, (ii) approved and declared advisable this Agreement Agreement, the Merger and the other Transactions, including the Company Mergers, (iii) directed that this Agreement be submitted to the holders of Company Common Stock for its adoption, and (iviii) resolved to recommend that the holders of Company Common Stock approve and adopt this Agreement Agreement, the Merger and approve the Transactions, including the Company Mergers other Transactions (such recommendation described in clause (iviii), the “Company Board Recommendation”). The Company, in its capacity as sole managing member of Heat OpCo, approving and declaring advisable this Agreement and the Transactions, including the OpCo Merger Company Stockholder Approval is the only vote approval of the holders of any class or series of Heat OpCo Membership Interests necessary to approve and adopt this Agreement and the OpCo Merger. Company Stockholder Approval is the only vote of the holders of any class or series of the Company Capital Stock necessary to approve and adopt this Agreement and the Merger. No Company Mergersstockholders or other holders of equity interests of the Company have any dissenters’ rights or rights of appraisal relating to the Transactions or this Agreement or the Ancillary Documents to which the Company or any of its Subsidiaries is a party.

Authority; No Violations; Consents and Approvals. (ai) Each The Board of Directors of Camco has approved the Merger and this Merger Agreement, by vote of the Company Parties directors with no negative vote, and declared the Merger and this Merger Agreement to be in the best interests of the stockholders of Camco. The directors of Camco have advised Camco and STC that they intend to vote or cause to be voted all of the shares of Camco Common Stock for which they have voting power in favor of approval of the Merger and this Merger Agreement. Camco has all requisite corporate power and authority to execute and deliver enter into this Merger Agreement and, subject, with respect to consummation of the Merger, to approval of this Merger Agreement and each other Transaction Document to which any Company Party is a party and, subject to the filing Merger by the stockholders of the Certificates of Merger Camco in accordance with the Office of the Secretary of State of the State of Delaware and the obtaining of Company Stockholder ApprovalDGCL, to perform its obligations hereunder and thereunderconsummate the transactions contemplated hereby. The execution and delivery of this Merger Agreement by the Company Parties and each other Transaction Document to which any Company Party is a party and the consummation by each Company Party of the Transactions transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of each of the Company Parties (Camco, subject, only with respect to the consummation of the MergersMerger, to obtaining Company Stockholder Approval), subject to approval of this Merger Agreement and the filing Merger by the stockholders of the Certificates of Merger Camco in accordance with the Office of the Secretary of State of the State of DelawareDGCL. This Merger Agreement and each other Transaction Document to which any Company Party is a party has been duly executed and delivered by each applicable Company PartyCamco and, subject, with respect to consummation of the Merger, to approval of this Merger Agreement and the Merger by the stockholders of Camco in accordance with the DGCL, and assuming this Merger Agreement constitutes the due valid and valid execution binding obligation of this Agreement STC and each other Transaction Document to which any Company Party is a party by the other parties hereto and theretoSub, constitutes a valid and binding obligation of the applicable Company Parties Camco enforceable against the applicable Company Parties, in accordance with its terms, subject, as to enforceability, to bankruptcy, insolvency, reorganization, moratorium reorganization and other Laws laws of general applicability relating to or affecting effecting creditors’ ' rights and to general principles of equity regardless of whether such enforceability is considered in a Proceeding in equity or at Law (collectively, “Creditors’ Rights”). The Company Board, at a meeting duly called and held, has limitations imposed on indemnity obligations by unanimous vote (i) determined that this Agreement applicable federal and the Transactions, including the Company Mergers, are fair to, and in the best interests of, the Company and the holders of the Company Common Stock, (ii) approved and declared advisable this Agreement and the Transactions, including the Company Mergers, (iii) directed that this Agreement be submitted to the holders of Company Common Stock for its adoption, and (iv) resolved to recommend that the holders of Company Common Stock adopt this Agreement and approve the Transactions, including the Company Mergers (such recommendation described in clause (iv), the “Company Board Recommendation”). The Company, in its capacity as sole managing member of Heat OpCo, approving and declaring advisable this Agreement and the Transactions, including the OpCo Merger is the only vote of the holders of any class or series of Heat OpCo Membership Interests necessary to approve and adopt this Agreement and the OpCo Merger. Company Stockholder Approval is the only vote of the holders of any class or series of the Company Capital Stock necessary to approve and adopt this Agreement and the Company Mergersstate securities laws.

Authority; No Violations; Consents and Approvals. (ai) Each of the The Company Parties has all requisite corporate power and authority to execute and deliver enter into this Agreement and each other Transaction Document to which any Company Party is a party the Rights Agreement Amendment and, subject subject, with respect to the filing consummation of the Certificates Merger, to approval of this Agreement and the Merger by the stockholders of the Company in accordance with the Office CBCA and Articles of Incorporation and Bylaws of the Secretary of State of the State of Delaware and the obtaining of Company Stockholder Approval(each as amended to date), to perform its obligations hereunder and thereunderconsummate the transactions contemplated hereby. The execution and delivery of this Agreement by and the Company Parties and each other Transaction Document to which any Company Party is a party Rights Agreement Amendment and the consummation by each Company Party of the Transactions transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of each the Company, subject, with respect to consummation of the Merger, to approval of this Agreement and the Merger by the stockholders of the Company Parties (subject, only in accordance with respect to the consummation CBCA and the Articles of Incorporation and Bylaws of the Mergers, Company (each as amended to obtaining Company Stockholder Approvaldate), subject to the filing of the Certificates of Merger with the Office of the Secretary of State of the State of Delaware. This Agreement and each other Transaction Document to which any Company Party is a party has the Rights Agreement Amendment have been duly executed and delivered by each applicable the Company Partyand, and assuming subject, with respect to consummation of the due and valid execution Merger, to approval of this Agreement and each other Transaction Document to which any Company Party is a party the Merger by the other parties hereto stockholders of the Company in accordance with the CBCA and theretothe Articles of Incorporation and Bylaws of the Company (each as amended to date), and assuming this Agreement constitutes a the valid and binding obligation of Parent and Merger Sub, this Agreement and the applicable Rights Agreement Amendment constitute valid and binding obligations of the Company Parties enforceable against the applicable Company Parties, in accordance with its their respective terms, subject, as to enforceability, to bankruptcy, insolvency, reorganization, moratorium and other Laws laws of general applicability relating to or affecting creditors’ ' rights and to general principles of equity (regardless of whether such enforceability is considered in a Proceeding proceeding in equity or at Law (collectively, “Creditors’ Rights”law). The Company Board, at a meeting duly called and held, has by unanimous vote (i) determined that this Agreement and the Transactions, including the Company Mergers, are fair to, and in the best interests of, the Company and the holders of the Company Common Stock, (ii) approved and declared advisable this Agreement and the Transactions, including the Company Mergers, (iii) directed that this Agreement be submitted to the holders of Company Common Stock for its adoption, and (iv) resolved to recommend that the holders of Company Common Stock adopt this Agreement and approve the Transactions, including the Company Mergers (such recommendation described in clause (iv), the “Company Board Recommendation”). The Company, in its capacity as sole managing member of Heat OpCo, approving and declaring advisable this Agreement and the Transactions, including the OpCo Merger is the only vote of the holders of any class or series of Heat OpCo Membership Interests necessary to approve and adopt this Agreement and the OpCo Merger. Company Stockholder Approval is the only vote of the holders of any class or series of the Company Capital Stock necessary to approve and adopt this Agreement and the Company Mergers.

Authority; No Violations; Consents and Approvals. (a) Each of the The Company Parties has all requisite corporate power and authority to execute and deliver this Agreement and each other Transaction Document to which any Company Party is a party andAgreement, subject to the filing of the Certificates of Merger with the Office of the Secretary of State of the State of Delaware and the obtaining of Company Stockholder Approval, to perform its obligations hereunder and thereunderto consummate the Transactions, subject, with respect to consummation of the Merger, to the Company Shareholder Approval. The execution and delivery of this Agreement by the Company Parties and each other Transaction Document to which any Company Party is a party and the consummation by each the Company Party of the Transactions have been duly authorized by all necessary corporate action on the part of each of the Company Parties (Company, subject, only with respect to the consummation of the MergersMerger, to obtaining the Company Stockholder Shareholder Approval), subject to the filing of the Certificates of Merger with the Office of the Secretary of State of the State of Delaware. This Agreement and each other Transaction Document to which any Company Party is a party has been duly executed and delivered by each applicable the Company Partyand, and assuming the due and valid execution of this Agreement and each other Transaction Document to which any Company Party is a party by the other parties hereto and theretoParent, constitutes a valid and binding obligation of the applicable Company Parties enforceable against the applicable Company Parties, in accordance with its terms, subject, as to enforceability, to bankruptcy, insolvency, reorganization, moratorium and other Laws of general applicability relating to or affecting creditors’ rights and to general principles of equity regardless of whether such enforceability is considered in a Proceeding in equity or at Law law (collectively, “Creditors’ Rights”). The Company Board, at a meeting duly called and held, has by unanimous vote unanimously: (i) determined that this Agreement and the Transactions, including the Company MergersMerger, are fair to, and in the best interests of, the Company and the holders of the Company Common StockCompany’s shareholders, (ii) adopted and approved and declared advisable this Agreement and the Transactions, including the Company MergersMerger, (iii) directed that this Agreement and the Merger be submitted to the holders of Company Common Stock for its adoption, approval and (iv) resolved to recommend recommended that the holders of Company Common Stock adopt approve this Agreement and approve the Transactions, including the Company Mergers Merger (such recommendation described in this clause (iv), the “Company Board Recommendation”). The Company, in its capacity as sole managing member of Heat OpCo, approving and declaring advisable this Agreement and the Transactions, including the OpCo Merger is the only vote of the holders of any class or series of Heat OpCo Membership Interests necessary to approve and adopt this Agreement and the OpCo Merger. Company Stockholder Shareholder Approval is the only vote of the holders of any class or series of the Company Capital Stock Company’s capital stock necessary to approve and adopt this Agreement and the Company MergersMerger.

Authority; No Violations; Consents and Approvals. (ai) Each The Board of Directors of the Company Parties has approved and declared advisable the Merger and this Agreement and has directed that the Merger and this Agreement be submitted for the approval of the stockholders of the Company. The Company has all requisite power and authority to execute and deliver enter into this Agreement and each all other documents to be executed in connection with the transactions contemplated hereby (collectively, the "Transaction Document Documents") to --------------------- which any the Company Party is a party and, subject subject, with respect to the filing consummation of the Certificates of Merger with the Office Merger, to receipt of the Secretary of State of the State of Delaware and the obtaining of Company Stockholder Approval, to perform its obligations hereunder consummate the transactions contemplated hereby and thereunderthereby. The execution and delivery of this Agreement by the Transaction Documents to which the Company Parties and each other Transaction Document to which any Company Party is a party and the consummation by each Company Party of the Transactions transactions contemplated hereby or thereby have been duly authorized by all necessary action on the part of each of the Company Parties (and each applicable Subsidiary, subject, only with respect to the consummation of the MergersMerger, to obtaining Company receipt of the Stockholder Approval), subject to no other action by the filing Company's board of the Certificates of Merger with the Office of the Secretary of State of the State of Delawaredirectors being required. This Agreement and each other The Transaction Document Documents to which any the Company Party is a party has have been duly executed and delivered by the Company and each applicable Company PartySubsidiary and, subject, with respect to the consummation of the Merger, to receipt of the Stockholder Approval, and assuming the due and valid execution of this Agreement and each other Transaction Document Documents to which any Company Party is a party by the other Concentra and Mergeco are parties hereto and thereto, constitutes a constitute valid and binding obligation obligations of Concentra and Mergeco, constitute valid and binding obligations of the Company and each applicable Company Parties Subsidiary, enforceable against the applicable Company Parties, in accordance with its their terms, subject, as to enforceability, to bankruptcy, insolvency, reorganization, moratorium and other Laws laws of general applicability relating to or affecting creditors’ ' rights and to general principles of equity (regardless of whether such enforceability is considered in a Proceeding proceeding in equity or at Law (collectively, “Creditors’ Rights”law). The Company Board, at a meeting duly called and held, has by unanimous vote (i) determined that this Agreement and the Transactions, including the Company Mergers, are fair to, and in the best interests of, the Company and the holders of the Company Common Stock, (ii) approved and declared advisable this Agreement and the Transactions, including the Company Mergers, (iii) directed that this Agreement be submitted to the holders of Company Common Stock for its adoption, and (iv) resolved to recommend that the holders of Company Common Stock adopt this Agreement and approve the Transactions, including the Company Mergers (such recommendation described in clause (iv), the “Company Board Recommendation”). The Company, in its capacity as sole managing member of Heat OpCo, approving and declaring advisable this Agreement and the Transactions, including the OpCo Merger is the only vote of the holders of any class or series of Heat OpCo Membership Interests necessary to approve and adopt this Agreement and the OpCo Merger. Company Stockholder Approval is the only vote of the holders of any class or series of the Company Capital Stock necessary to approve and adopt this Agreement and the Company Mergers.